<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended............June 30, 1999......
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............ to ..............
Commission file number ....... 0-11350
International Lease Finance Corporation
(Exact name of registrant as specified in its charter)
California 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 Avenue of the Stars Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(310) 788-1999
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
------------ ------------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at _____________, 1999
----- -----------------------------
Common Stock, no par value 35,818,122
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income
Three Months Ended June 30, 1999 and 1998 4
Condensed Consolidated Statements of Income
Six Months Ended June 30, 1999 and 1998 5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998 6
Note to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures -
About Market Risk 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Index to Exhibits 16
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share amounts)
June 30, December 31,
1999 1998
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash, including interest bearing accounts
of $35,933(1999) and $33,716(1998) $ 55,853 $ 52,723
Current income taxes receivable 34,900 16,007
Notes receivable and net investment in
finance and sales-type leases 308,074 430,248
Flight equipment under operating leases 19,049,898 16,860,789
Less accumulated depreciation 2,229,440 1,988,359
---------- ----------
16,820,458 14,872,430
Deposits on flight equipment purchases 760,076 906,197
Accrued interest, other receivables
and other assets 90,894 72,525
Deferred debt issue costs-less
accumulated amortization of $67,821
(1999) and $62,115(1998) 31,983 29,502
--------- ---------
$18,102,238 $16,379,632
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables $ 220,095 $ 235,046
Debt financing, net of deferred debt
discount of $23,175(1999) and $14,852
(1998) 11,931,480 10,373,242
Capital lease obligations 738,652 810,768
Security & other deposits on flight
equipment 851,737 863,832
Rentals received in advance 124,560 119,682
Deferred income taxes payable 1,255,090 1,132,687
SHAREHOLDERS' EQUITY
Preferred stock--no par value; 20,000,000
authorized shares
Market Auction Preferred Stock, $100,000 per
share liquidation value; Series A,B,C,D,E
F,G and H (1999 and 1998) each having 500
shares issued and outstanding 400,000 400,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1999
and 1998) issued and outstanding 3,582 3,582
Additional paid-in capital 579,955 579,955
Retained earnings 1,997,087 1,860,838
--------- ---------
2,980,624 2,844,375
---------- ----------
$18,102,238 $16,379,632
=========== ===========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(Dollars in thousands)
1999 1998
---------- ---------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $ 534,912 $ 452,884
Flight equipment marketing 16,742 27,308
Interest and other 26,963 28,446
------- -------
578,617 508,638
------- -------
EXPENSES:
Interest 177,781 161,418
Depreciation 163,398 137,589
Rent expense 31,543 34,659
Provision for overhaul 23,812 25,123
Selling, general & administrative 11,363 10,704
------- -------
407,897 369,493
------- -------
INCOME BEFORE INCOME TAXES 170,720 139,145
Provision for income taxes 60,293 49,505
------- -------
NET INCOME $ 110,427 $ 89,640
========== ========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Dollars in thousands)
1999 1998
---------- ---------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $1,023,673 $ 884,336
Flight equipment marketing 27,223 64,805
Interest and other 35,908 42,551
------- -------
1,086,804 991,692
------- -------
EXPENSES:
Interest 335,471 312,051
Depreciation 313,679 267,647
Rent expense 63,310 69,468
Provision for overhaul 44,227 50,478
Selling, general & administrative 24,220 20,984
------- -------
780,907 720,628
------- -------
INCOME BEFORE INCOME TAXES 305,897 271,064
Provision for income taxes 108,822 96,263
------- -------
NET INCOME $ 197,075 $174,801
========== ========
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Dollars in thousands)
1999 1998
---------- ---------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 197,075 $174,801
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 313,679 267,647
Deferred income taxes 122,403 71,662
Amortization of deferred debt
issue costs 5,706 5,201
Gain on sale of flight equipment
included in amount financed (9,580) (1,939)
Equity in net income of affiliates 716 (8)
Change in unamortized debt discount (8,323) (20,992)
Changes in operating assets and liabilities:
Increase in accrued interest,
other receivables and other assets (24,085) (14,205)
Increase in current income taxes receivable (18,893) (61,393)
(Decrease) Increase in accrued interest and
other payables (14,951) 34,796
Increase in rentals received in advance 4,878 473
------- --------
Net cash provided by operating activities 568,625 456,043
------- --------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (2,473,359) (2,435,094)
Decrease in deposits and progress payments 146,121 175,557
Proceeds from disposal of flight
equipment-net of gain 186,832 335,718
Collections on notes receivable and
sales-type leases 191,028
Increase in notes receivable (34,454) (11,789)
Dividends from unconsolidated subsidiary 5,000 37,201
-------- --------
Net cash used in investing activities (1,978,832) (1,898,407)
-------- ---------
FINANCING ACTIVITIES:
Proceeds from debt financing 4,097,837 3,808,469
Payments in reduction of debt financing (2,603,392) (2,383,554)
Debt issue costs (8,187) (4,600)
(Decrease) Increase in customer deposits (12,095) 44,104
Payment of common and preferred dividends (60,826) (20,693)
--------- ----------
Net cash provided by financing activities 1,413,337 1,443,726
--------- ----------
Increase in cash 3,130 1,362
Cash at beginning of period 52,723 63,754
-------- ---------
Cash at end of period $ 55,853 $ 65,116
========= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1999 1998
---------- ----------
(Dollars in thousands)
(Unaudited)
<S> <C> <C>
Cash paid during the period for:
Interest (net of amount capitalized
$23,159(1999) and $28,418(1998)) $ 317,379 $ 301,006
Income taxes 5,313 85,994
1999:
Notes in the amount of $34,400 were received as partial payment in
exchange for flight equipment sold with a book value of $24,820.
1998:
Notes in the amount of $15,324 were received as partial payment in
exchange for flight equipment sold with a book value of $13,385.
</TABLE>
See note to condensed consolidated financial statements.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
A. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for
a fair presentation have been included. Certain reclassifications have
been made to the 1998 condensed consolidated financial statements to
conform to the 1999 presentation. Operating results for the six months
ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1998.
<PAGE>
ITEM 2. INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company borrows funds for the purchase of flight equipment,
including funds for progress payments during the construction phase,
principally on an unsecured basis from various sources. The Company's
debt financing was comprised of the following at the following dates:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ------------
(Dollars in thousands)
<S> <C> <C>
Public term debt with single
maturities $ 3,400,000 $ 3,825,000
Public medium-term notes with
varying maturities 3,608,750 3,348,350
Capital lease obligations 738,652 810,768
Bank and other term debt 1,038,888
---------- -----------
Total term debt and capital lease
obligations 8,786,290 7,984,118
Commercial paper 3,907,017 3,214,744
Less: Deferred debt discount (23,175) (14,852)
--------- ---------
Total Debt Financing and capital lease
obligations $ 12,670,132 $ 11,184,010
========== ==========
Composite interest rate 5.85% 6.03%
Percentage of total debt at fixed rates 64.92% 64.20%
Composite interest rate on fixed rate 6.17% 6.41%
debt
Bank prime rate 7.75% 7.75%
</TABLE>
<PAGE>
The interest on substantially all of the public debt (exclusive of the
Commercial Paper) is fixed for the terms of the notes. The Company has
committed revolving loans and lines of credit with 54 banks aggregating
$2.90 billion and uncommitted lines of credit with one bank for varying
amounts mutually agreed to by the Company and the bank. These revolving
loans and lines of credit principally provide for interest rates that vary
according to the pricing option in effect at the time of borrowing. Pricing
options include prime, a range from .22% over LIBOR to .32% over LIBOR based
upon utilization, or a rate determined by a competitive bid process with the
banks. The revolving loans and lines of credit are subject to facility fees of
up to .08% of amounts available. Such financing is used primarily as backup
for the Company's Commercial Paper program.
The Company has an effective shelf registration with respect to $2.0
billion of debt securities, under which $275 million in notes were sold
through June 30, 1999. Additionally, a $750 million Medium-Term Note Program
has been implemented under the shelf registration, under which $45 million in
notes were sold through June 30, 1999.
In addition, the Company established a Euro Medium Term Note Program for
$2 billion, under which $750 million in notes were sold through June 30,
1999. The Company received the proceeds after June 30, 1999.
The Company has an Export Credit Facility, up to a maximum of $4.3 billion,
for approximately 75 aircraft to be delivered from 1999 through 2001. The
Company has the right, but is not required, to use the facility to fund 85%
of each aircraft's purchase price. This facility is guaranteed by various
European Export Credit Agencies. The interest rate varies from 5.753% to
5.898% on the first 75 aircraft depending on the delivery date of the
aircraft. Through June 30, 1999, the Company borrowed $1,038.9 million under
this facility.
The Company believes that the combination of internally generated funds
and debt financing currently available to the Company will allow the
Company to meet its capital requirements for at least the next 12 months.
IMPACT OF THE YEAR 2000
The Company continues to monitor the status of the Year 2000 compliance
of third party critical dependencies including lessees, vendors and financial
institutions. This monitoring includes reviewing lessees Y2K exclusions with
regard to insurance coverage. For further information on the impact of the
year 2000, refer to Item 7 of the Company's annual report on Form 10-K for the
year ended December 31, 1998.
Certain of the statements in this discussion, as well as other forward-
looking statements within this document, contain estimates and projections of
cash flows and debt financing to support future capital requirements. While
these forward-looking statements are made in good faith, future operating,
market competitive, economic and other conditions and events could cause
actual results to differ materially from those in the forward-looking
statements.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Three months ended June 30, 1999 versus 1998.
The 18.1% increase in revenues from the rentals of flight equipment,
from $452.9 million in 1998 to $534.9 million in 1999, is due to a 13.1%
increase in the number of aircraft available for operating lease from 343
at June 30, 1998 to 386 at June 30, 1999. Additionally, the cost of the
leased fleet, which includes aircraft subject to sale-lease back transactions
from which rental income is earned, increased 15.8% from $17.7 billion in 1998
to $20.5 billion in 1999.
In addition to its leasing operations, the Company engages in the marketing
of flight equipment at the end of, or during, the lease term, as well as the
sales of flight equipment on a principal and commission basis. Revenue from
flight equipment marketing decreased from $27.3 million in 1998 to $16.7
million in 1999 as a result of the type of flight equipment marketed in
each period. Five aircraft were sold in the second quarter of 1998
compared to six aircraft in the second quarter of 1999. In addition, the
Company sold four engines in the second quarter of 1998 compared to twelve
engines in the second quarter of 1999.
Interest expense increased from $161.4 million in 1998 to $177.8 million in
1999 as a result of an increase in debt outstanding, excluding the effect of
debt discount, from $11.4 billion in 1998 to $12.7 billion in 1999, offset in
part by lower composite borrowing rates in 1999. The Company's composite
borrowing rate fluctuated as follows:
<TABLE>
<CAPTION>
1999 1998 Decrease
---- ---- --------
<S> <C> <C> <C>
Beginning of Quarter 5.90% 6.29% (.39%)
End of Quarter 5.85% 6.22% (.37%)
----- ----- -----
Average 5.88% 6.26% (.38%)
</TABLE>
Depreciation of flight equipment increased from $137.6 million in 1998 to
$163.4 million in 1999 due to the increased cost of the fleet.
Rent expense decreased from $34.7 million in 1998 to $31.5 million in 1999
due to a decrease in the lease rates for 20 aircraft subject to sale-lease
back transactions. Lease rates decreased as a result of principal
amortization and decreased interest rates affecting the floating interest
component of the lease rates.
Provision for overhauls decreased from $25.1 million in 1998 to $23.8
million in 1999 due to a decrease in the number of aircraft on which the
Company collects overhaul reserves. The reduction in the number of aircraft
resulted in a decrease in the aggregate number of hours flown for which
overhaul reserves are provided.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Six months ended June 30, 1999 versus 1998.
The 15.8% increase in revenues from the rentals of flight equipment,
from $884.3 million in 1998 to $1,023.7 million in 1999, is due to a 13.1%
increase in the number of aircraft available for operating lease from 343
at June 30, 1998 to 386 at June 30, 1999. Additionally, the cost of the
leased fleet, which includes aircraft subject to sale-lease back transactions
from which rental income is earned, increased 15.8% from $17.7 billion in 1998
to $20.5 billion in 1999.
In addition to its leasing operations, the Company engages in the marketing
of flight equipment at the end of, or during, the lease term, as well as the
sales of flight equipment on a principal and commission basis. Revenue from
flight equipment marketing decreased from $64.8 million in 1998 to $27.2
million in 1999 as a result of the type and the number of the flight equipment
marketed in each period. Seventeen aircraft were sold in the first six months
of 1998 compared to eight aircraft in the first six months of 1999. In
addition, the Company sold six engines in the first six months of 1998
compared to twelve engines in the first six months of 1999.
Interest expense increased from $312.1 million in 1998 to $335.5 million in
1999 as a result of an increase in debt outstanding, excluding the effect of
debt discount, from $11.4 billion in 1998 to $12.7 billion in 1999, offset in
part by lower composite borrowing rates in 1999. The Company's composite
borrowing rate fluctuated as follows:
<TABLE>
<CAPTION>
1999 1998 Decrease
---- ---- --------
<S> <C> <C> <C>
Beginning of six months 6.03% 6.44% (.41%)
End of six months 5.85% 6.22% (.37%)
----- ----- -----
Average 5.94% 6.33% (.39%)
</TABLE>
Depreciation of flight equipment increased from $267.6 million in 1998 to
$313.7 million in 1999 due to the increased cost of the fleet.
Rent expense decreased from $69.5 million in 1998 to $63.3 million in 1999
due to a decrease in the lease rates for 20 aircraft subject to sale-lease
back transactions. Lease rates decreased as a result of principal
amortization and decreased interest rate affecting the floating interest
component of the lease rates.
Provision for overhauls decreased from $50.5 million in 1998 to $44.2
million in 1999 due to a decrease in the number of aircraft on which the
Company collects overhaul reserves. The reduction in the number of aircraft
resulted in a decrease in the aggregate number of hours flown for which
overhaul reserves are provided.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change for the Company from the information
provided in the Company's Form 10-K for the fiscal period ended
December 31, 1998, see item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations - Financial Condition
of the Form 10-K.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
1.1 Programme Agreement dated June 4, 1999
4.1 Agency Agreement dated June 4, 1999
12.1 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend
27.1 Financial Data Schedule
b) Reports on Form 8-K:
1. Form 8-K, event date April 7, 1999 (Item 7)
2. Form 8-K, event date April 28, 1999 (Item 7)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
August 6, 1999 /S/ Leslie L. Gonda
-------------------------------
LESLIE L. GONDA
Chairman of the Board
August 6, 1999 /S/ Alan H. Lund
------------------------------
ALAN H. LUND
Executive Vice President
Co-Chief Operating Officer
and Chief Financial Officer
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
1.1 Programme Agreement dated June 4, 1999
4.1 Agency Agreement dated June 4, 1999
12.1 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividends
27.1 Financial Data Schedule
<PAGE>
Dated 4th June, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
____________________________________
PROGRAMME AGREEMENT
____________________________________
ALLEN & OVERY
London
ICM:334990.6
<PAGE>
CONTENTS
Clause Page
1. Definitions and Interpretation 1
2. Agreements to Issue and Purchase Notes 4
3. Conditions of Issue; Updating of Legal Opinions 5
4. Representations, Warranties and Undertakings 8
5. Undertakings of the Issuer 10
6. Indemnity 13
7. Authority to Distribute Documents 15
8. Dealers' Undertakings 16
9. Fees, Expenses and Stamp Duties 16
10. Termination of Appointment of Dealers 16
11. Appointment of New Dealers 17
12. Increase in the Aggregate Nominal Amount of the
Programme 17
13. Status of the Dealers and the Arranger 18
14. Counterparts 18
15. Communications 18
16. Benefit of Agreement 18
17. Calculation Agent 19
18. Stabilisation 19
19. Governing Law 19
SCHEDULES 21
A. Initial Documentation List 21
B. Selling Restrictions 24
C. Part I - Form of Dealer Accession Letter - Programme 28
Part II - Form of Confirmation Letter 29
Part III - Form of Dealer Accession Letter - Note Issue 30
Part IV - Form of Confirmation Letter - Note Issue 31
D. Letter Regarding Increase in the Nominal Amount of the
Programme 32
E. Form of Subscription Agreement 33
Signatories 38
<PAGE>
PROGRAMME AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on 4th June, 1999 BETWEEN:
(1) International Lease Finance Corporation of 1999 Avenue of
the Stars, 39th Floor, Los Angeles, California 90067 (the
"Issuer"); and
(2) Commerzbank of Kaiserplatz 60261, Frankfurt am Main;
(3) Goldman Sachs International of Peterborough Court, 133
Fleet Street, London EC4A 2BB;
(4) Lehman Brothers International (Europe) of One Broadgate,
London EC2M 7HA;
(5) Merrill Lynch International of Ropemaker Place, 25
Ropemaker Street, London EC2Y 9LY;
(6) Morgan Stanley & Co. International Limited of 25 Cabot
Square, Canary Wharf, London E14 4QA;
(7) Salomon Brothers International Limited of Victoria Plaza,
111 Buckingham Palace Road, London SW1 0SB;
(8) Societe Generale of Tour Societe Generale, 17, Cours
Valmy 92987 Paris Le Defense Cedex; and
(9) UBS AG, acting through its division Warburg Dillon Read
of 1 Finsbury Avenue, London EC2M 2PP (the "Initial
Dealers").
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) For the purposes of this Agreement, except where the
context requires otherwise:
"Agency Agreement" means the agreement of even date
herewith between the Issuer, the Agent and the other
Paying Agents referred to therein under which, amongst
other things, the Agent is appointed as issuing agent,
principal paying agent and agent bank for the purposes of
the Programme;
"Agent" means Citibank, N.A. as Agent under the Agency
Agreement and any successor agent appointed in accordance
with the Agency Agreement;
"Agreement Date" means, in respect of any Note, the date
on which agreement is reached for the issue of such Note
as contemplated in clause 2 which, in the case of Notes
issued on a syndicated basis or otherwise in relation to
which a Subscription Agreement is entered into,
<PAGE>
shall be the date upon which the relevant Subscription
Agreement is signed by or on behalf of all the parties
thereto;
"Agreements" means each of this Programme Agreement and
the Agency Agreement;
"Arranger" means Lehman Brothers International (Europe)
or any entity appointed from time to time as the arranger
for the Programme;
"Confirmation Letter" means:
(a) in respect of the appointment of a third party as a
Dealer for the duration of the Programme, the
Confirmation Letter substantially in the form set
out in Part II of Appendix C hereto; and
(b) in respect of the appointment of a third party as a
Dealer for one or more particular issues of Notes
under the Programme, the Confirmation Letter
substantially in the form set out in Part IV of
Appendix C hereto;
"Dealer" means each of the Initial Dealers and any New
Dealer and excludes any entity whose appointment has been
terminated pursuant to clause 10, and references in this
Agreement to the "relevant Dealer" shall, in relation to
any Note, be references to the Dealer or Dealers with
whom the Issuer has agreed the issue and purchase of such
Note;
"Dealer Accession Letter" means:
(a) in respect of the appointment of a third party as a
Dealer for the duration of the Programme, the Dealer
Accession Letter substantially in the form set out
in Part I of Appendix C hereto; and
(b) in respect of the appointment of a third party as a
Dealer for one or more particular issues of Notes
under the Programme, the Dealer Accession Letter
substantially in the form set out in Part III of
Appendix C hereto;
"Dealer Indemnified Person" means each Dealer, its
affiliates and each person who controls such Dealer
(within the meaning of section 15 of the Securities Act
or section 20 of the Exchange Act) and each of their
directors, officers, employees and agents;
"Duff & Phelps" means Duff & Phelps Credit Rating Co.;
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended;
"FSA" means the Financial Services Act 1986;
"Initial Documentation List" means the lists of documents
sets out in Appendix A to this Agreement;
"Lead Manager" means, in relation to any Tranche of
Notes, the person named as the Lead Manager in the
applicable Subscription Agreement;
<PAGE>
"Listing Agent" means, in relation to any Notes which
are, or are to be, listed on a Stock Exchange, such
listing agent as the Issuer may from time to time appoint
for the purposes of liaising with such Stock Exchange;
"Moody's" means Moody's Investors Service Limited;
"New Dealer" means any entity appointed as an additional
Dealer in accordance with clause 11;
"Note" means a note issued or to be issued by the Issuer
pursuant to this Agreement, which Note may be represented
by a Global Note or be in definitive form including any
receipts, coupons or talons relating thereto;
"Offering Circular" means the Offering Circular relating
to the Notes prepared in connection with the Programme
and the Offering Circular Addendum, each as revised,
supplemented or amended from time to time by the Issuer
in accordance with clause 5(2) including, in relation to
each Tranche of Notes, the applicable Pricing Supplement
and such other documents as are from time to time
incorporated therein by reference except that for the
purpose of clause 4(1) and 4(2) in respect of the
Agreement Date and the Issue Date, the Offering Circular
means the Offering Circular as at the Agreement Date but
not including any subsequent revision, supplement or
amendment thereto or incorporation of information
therein;
"Paris Listed Notes" means Notes listed on the Paris
Bourse;
"Pricing Supplement" means the pricing supplement issued
in relation to each Tranche of Notes (substantially in
the form of Annexe C to the Procedures Memorandum) as a
supplement to the Offering Circular and giving details of
that Tranche;
"Procedures Memorandum" means the Operating and
Administrative Procedures Memorandum as amended or varied
from time to time (in respect of any Tranche) by
agreement between the Issuer and the relevant Dealer or
Lead Manager with the approval in writing of the Agent;
"Programme" means the Euro Medium Term Note Programme
that is the subject of this Agreement;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"Sicovam" means Sicovam SA and the Intermediaires
financiers habilites authorised to maintain accounts
therein;
"Standard & Poor's" means Standard & Poor's Rating
Services, a division of the McGraw Hill Companies Inc.;
"Stock Exchange" means the Luxembourg Stock Exchange, the
Paris Bourse or any other stock exchange(s) on which any
Notes may from time to time be listed, and references in
this Agreement to the "relevant Stock Exchange" shall, in
relation to any Notes, be references to the stock
exchange or stock exchanges on which such Notes are from
time to time, or are intended to be, listed; and
<PAGE>
"Subscription Agreement" means an agreement (by whatever
name called) in or substantially in the form set out in
Appendix E hereto or in such other form as may be agreed
between the Issuer and the Lead Manager which agreement
shall be supplemental to this Agreement.
(2) Terms and expressions defined in the Agency Agreement,
the Conditions and/or the applicable Pricing Supplement
and not otherwise defined in this Agreement shall have
the same meanings in this Agreement, except where the
context otherwise requires.
(3) In this Agreement, clause headings are inserted for
convenience and ease of reference only and shall not
affect the interpretation of this Agreement.
(4) All references in this Agreement to the provisions of any
statute shall be deemed to be references to that statute
as from time to time modified, extended, amended or re-
enacted.
(5) All references in this Agreement to an agreement,
instrument or other document (including this Agreement,
the Agency Agreement, any Series of Notes and any
Conditions appertaining thereto) shall be construed as a
reference to that agreement, instrument or document as
the same may be amended, modified, varied, supplemented,
replaced or novated from time to time including, but
without prejudice to the generality of the foregoing,
this Agreement as supplemented by any Subscription
Agreement.
(6) Words denoting the singular number only shall include the
plural number also and vice versa; words denoting the
masculine gender only shall include the feminine gender
also; and words denoting persons only shall include firms
and corporations and vice versa.
(7) All references in this Agreement to Euroclear and/or
Cedelbank shall, wherever the context so permits, be
deemed to include reference to any additional or
alternative clearing system (including, in the case of
Paris Listed Notes, Sicovam) approved by the Issuer and
the Agent.
<PAGE>
2. AGREEMENTS TO ISSUE AND PURCHASE NOTES
(1) Subject to the terms and conditions of this Agreement,
the Issuer may from time to time agree with any Dealer to
issue, and any Dealer may agree to purchase, Notes.
(2) Unless otherwise agreed between the parties, on each
occasion upon which the Issuer and any Dealer agree on
the terms of the issue by the Issuer and purchase by such
Dealer of one or more Notes:
(a) the Issuer shall cause such Notes which shall be
initially represented by a Temporary Global Note to
be issued and delivered to a common depositary for
Euroclear and Cedelbank;
(b) the securities account of the relevant Dealer with
Euroclear and/or Cedelbank (as specified by the
relevant Dealer) will be credited with such Notes on
the agreed Issue Date, as described in the
Procedures Memorandum; and
(c) the relevant Dealer or, as the case may be, the Lead
Manager shall, subject to such Notes being so
credited, cause the net purchase moneys for such
Notes to be paid in the relevant currency by
transfer of funds to the designated account of the
Agent or (in the case of syndicated issues) the
designated account of the Issuer with Euroclear
<PAGE>
and/or Cedelbank so that such payment is credited to
such account for value on such Issue Date, as
described in the Procedures Memorandum.
(3) Unless otherwise agreed between the Issuer and the
relevant Dealer, where more than one Dealer has agreed
with the Issuer to purchase a particular Tranche of Notes
pursuant to this clause, the obligations of such Dealers
so to purchase the Notes shall be joint and several.
(4) Where the Issuer agrees with two or more Dealers to
issue, and such Dealers agree to purchase, Notes on a
syndicated basis, the Issuer shall enter into a
Subscription Agreement with such Dealers. The Issuer may
also enter into a Subscription Agreement with one Dealer
only. For the avoidance of doubt, the Agreement Date in
respect of such issue shall be the date on which the
Subscription Agreement is signed on behalf of all parties
thereto.
(5) The procedures which the parties intend should apply for
the purposes of issues not to be subscribed pursuant to a
Subscription Agreement are set out in Annexe A, Part 1 of
the Procedures Memorandum. The procedures which the
parties intend should apply for the purposes of issues
to be subscribed pursuant to a Subscription Agreement are
set out in Annexe A, Part 2 of the Procedures Memorandum.
(6) Each of the Issuer and the Dealers acknowledges that any
issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations,
restrictions or reporting requirements apply may only be
issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time.
3. CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS
(1) First issue
Before the Issuer reaches its first agreement with any
Dealer for the issue and purchase of Notes, each Dealer
shall have received, and found satisfactory (in its
reasonable opinion), all of the documents and
confirmations described in Part I of the Initial
Documentation List. Any Dealer must notify the Arranger
and the Issuer within three London business days of
receipt of the documents and confirmations described in
Part 1 of the Initial Documentation List if it considers
any such document or confirmation to be unsatisfactory in
its reasonable opinion and, in the absence of such
notification, such Dealer shall be deemed to consider
such documents and confirmations to be satisfactory and
such further conditions precedent to be satisfied.
(2) Each issue
The obligations of a Dealer under any agreement for the
issue and purchase of Notes made pursuant to clause 2 are
conditional upon:
(a) there having been, as at the proposed Issue Date, no
material adverse change from that set forth in the
Offering Circular as at the relevant Agreement Date
in the condition (financial or otherwise), business,
prospects or results of operations of the Issuer and
its subsidiaries considered as a whole, nor the
occurrence of any event making untrue or incorrect
to an extent which is material as aforesaid any of
the warranties contained in clause 4;
<PAGE>
(b) there being no outstanding material breach of any of
the obligations of the Issuer under this Agreement,
the Agency Agreement or any Notes which has not been
expressly waived by the relevant Dealer on or prior
to the proposed Issue Date;
(c) subject to clause 12, the aggregate nominal amount
(or, in the case of Notes denominated in a currency
other than U.S. dollars, the U.S. dollar equivalent
(determined as provided in subclause (5)) of the
aggregate nominal amount) of the Notes to be issued,
when added to the aggregate nominal amount (or, in
the case of Notes denominated in a currency other
than U.S. dollars, the U.S. dollar equivalent
(determined as aforesaid) of the aggregate nominal
amount) of all Notes outstanding (as defined in the
Agency Agreement) on the proposed Issue Date
(excluding for this purpose Notes due to be redeemed
on such Issue Date) not exceeding
U.S.$2,000,000,000;
(d) in the case of Notes which are intended to be
listed, the relevant Stock Exchange having agreed to
list such Notes, subject only to the issue of the
relevant Notes;
(e) no meeting of the holders of Notes (or any of them)
having been duly convened but not yet held or, if
held but adjourned, the adjourned meeting having not
been held;
(f) there having been, between the Agreement Date and
the Issue Date for such Notes, in the opinion of the
relevant Dealer after consultation with the Issuer
if practicable, no such change in national or
international financial, political or economic
conditions or currency exchange rates or exchange
controls as would, in the opinion of the relevant
Dealer, be likely to prejudice materially the sale
by such Dealer of the Notes proposed to be issued;
(g) there being in full force and effect all
governmental or regulatory resolutions, approvals or
consents required for the Issuer to issue the Notes
on the proposed Issue Date and for the Issuer to
fulfil its obligations under such Notes and the
Issuer having delivered to the relevant Dealer (and,
to the extent not previously delivered, to the
Arranger) certified copies of such resolutions,
approvals or consents and, where applicable,
certified English translations thereof;
(h) there having been, between the Agreement Date and
the Issue Date, no downgrading in the rating of any
of the Issuer's debt by Standard & Poor's, Moody's
or Duff & Phelps or the placing on "Creditwatch"
with negative implications or similar publication of
formal review by the relevant rating agency;
(i) the forms of the Pricing Supplement, the applicable
Global Notes, Notes in definitive form and Receipts,
Coupons or Talons (each as applicable) in relation
to the relevant Tranche and the relevant settlement
procedures having been agreed by the Issuer, the
relevant Dealer and the Agent;
(j) the relevant currency being accepted for settlement
by Euroclear and Cedelbank;
(k) the delivery to the common depositary of the
Temporary Global Note and/or the Permanent Global
Note representing the relevant Notes as provided in
the Agency Agreement;
<PAGE>
(l) any calculations or determinations which are
required by the relevant Conditions to have been
made prior to the Issue Date having been duly made;
and
(m) in the case of Notes which are intended to be listed
on the Paris Bourse, the registration numbers for
the Programme and the visa number for the relevant
issue of Notes having been obtained, the consent to
such listing having been received from the
PARISBOURSE SBF SA and the required notice legale
having been published in the Bulletin des Annonces
Legales Obligatoires.
In the event that any of the foregoing conditions is not
satisfied, the relevant Dealer shall be entitled (but not
bound) by notice to the Issuer to be released and
discharged from its obligations under the agreement
reached under clause 2.
(3) Waiver
Subject to the discretion of the Lead Manager as provided
in a Subscription Agreement, any Dealer, on behalf of
itself only, may by notice in writing to the Issuer waive
any of the conditions precedent contained in
subclause (2) (save for the condition precedent contained
in subclause (2)(c)) in so far as they relate to an issue
of Notes to that Dealer.
(4) Updating of legal opinions
Before the first issue of Notes occurring after each
anniversary of the date of this Agreement, the Issuer
will procure that further legal opinions, in
substantially the respective forms and with substantially
the content as the legal opinions delivered pursuant to
the Initial Documentation List, are delivered, at the
expense of the Issuer, to the Dealers from legal advisers
(reasonably acceptable to the Dealers) as to New York
law, California law, United States federal securities law
and English law.
In addition, on such other occasions as a Dealer so
requests the Issuer (on the basis of reasonable grounds),
the Issuer will procure that a further legal opinion or
further legal opinions, as the case may be, in such form
and with such content as the Dealers may reasonably
require, is or are delivered, at the expense of the
Issuer to the Dealers from legal advisers (approved by
the Dealers) as to New York law, California law, United
States federal securities law and/or English law, as the
case may be. If at or prior to the time of any agreement
to issue and purchase Notes under clause 2, such a
request is made with respect to the Notes to be issued,
the receipt of the relevant opinion or opinions by the
relevant Dealer in a form satisfactory to the relevant
Dealer shall be a further condition precedent to the
issue of those Notes to that Dealer.
(5) Determination of amounts outstanding
For the purposes of subclause (2)(c):
(a) the U.S. dollar equivalent of Notes denominated in
another Specified Currency shall be determined, at
the discretion of the Issuer, either as of the
Agreement Date for such Notes or on the preceding
day on which commercial banks and foreign exchange
markets are open for business in London, in each
case on the basis of the spot rate for the sale of
the U.S. dollar against the purchase of such
Specified Currency in the London foreign exchange
market quoted by any leading international bank
selected by the Issuer on the relevant day of
calculation;
<PAGE>
(b) the U.S. dollar equivalent of Dual Currency Notes,
Index Linked Notes and Partly Paid Notes shall be
calculated in the manner specified above by
reference to the original nominal amount on issue of
such Notes (in the case of Partly Paid Notes
regardless of the amount of the subscription price
paid); and
(c) the U.S. dollar equivalent of Zero Coupon Notes and
other Notes issued at a discount or a premium shall
be calculated in the manner specified above by
reference to the net proceeds received by the Issuer
for the relevant issue.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
(1) As at the date of this Agreement, the Issuer hereby
represents, warrants and undertakes to the Dealers and
each of them as follows:
(a) that (i) the latest audited annual financial
statements of the Issuer and its subsidiaries
included in the Issuer's annual report on Form 10-K
most recently filed with the United States
Securities and Exchange Commission (the
"Commission") (the "Form 10-K"), and incorporated by
reference in the Offering Circular, present fairly
the consolidated financial position of the Issuer
and its subsidiaries as of the dates indicated and
the results of their operations for the periods
specified and except as otherwise stated in the Form
10-K, such financial statements have been prepared
in conformity with United States generally accepted
accounting principles applied on a consistent basis,
and (ii) except as disclosed in the Offering
Circular, since the date of such latest audited
annual financial statements neither the Issuer 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 Issuer and its
subsidiaries considered as a whole;
(b) that the Offering Circular does not contain an
untrue statement of material fact or omit to state a
material fact that is necessary in order to make the
statements made in the Offering Circular, in the
light of the circumstances under which they were
made, not misleading and there is no other fact or
matter omitted from the Offering Circular which was
or is necessary to enable investors and their
professional advisers to make an informed assessment
of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer and
of the rights attaching to the Notes;
(c) that the Issuer has been duly incorporated and
is validly existing in good standing under
California law with full corporate power and
authority to own, lease and operate its properties
and conduct its business as described in the
Offering Circular and to execute and perform its
obligations under the Agreements and is duly
qualified to conduct business as a foreign
corporation in each jurisdiction in which such
qualification is required, except where the failure
to be so qualified would not have a material adverse
effect on the condition (financial or otherwise),
business, prospects or results of operations of the
Issuer and its subsidiaries considered as a whole;
(d) that the issue of Notes and the execution and
delivery of the Agreements by the Issuer have been
duly authorised by all corporate action on the part
of the Issuer and,
<PAGE>
in the case of Notes, upon due execution, issue and
delivery in accordance with the Agency Agreement,
will constitute, and, in the case of the Agreements
constitute, legal, valid and binding obligations
of the Issuer enforceable in accordance with their
respective terms subject to bankruptcy, insolvency,
reorganisation and other laws of general applicability
relating to or affecting creditors' rights and to
general equity principles;
(e) that the execution and delivery of the Agreements,
the issue, offering and distribution of Notes and
the performance of the terms of any Notes and the
Agreements will not infringe any law, regulation,
order, rule, decree or statute applicable to the
Issuer or to which its property may be subject and
are not contrary to the provisions of the
constitutional documents of the Issuer and will not
result in any breach of the terms of, or constitute
a default under, any instrument, agreement or order
to which the Issuer is a party or by which the
Issuer or its property is bound;
(f) that no Event of Default or event which with the
giving of notice or lapse of time or other condition
would constitute an Event of Default is subsisting
in relation to any outstanding Note and no event has
occurred which would constitute (after an issue of
Notes) an Event of Default thereunder or which with
the giving of notice or lapse of time or other
condition would (after an issue of Notes) constitute
such an Event of Default;
(g) that the Issuer (i) is not engaged (whether as
defendant or otherwise) in, nor has the Issuer
knowledge of the existence of, or any threat of, any
legal, arbitration, administrative or other
proceedings the result of which is reasonably
expected to result in claims or amounts which would
be material in the context of the Programme and/or
the issue and offering of Notes thereunder or which
would reasonably be expected to have or have had a
material adverse effect on the consolidated or
unconsolidated financial condition, results of
operations or business of the Issuer and (ii) has
not taken any action nor, to the best of its
knowledge have any steps been taken or legal
proceedings commenced for the winding up or
dissolution of the Issuer;
(h) that no consent, approval, authorisation, order,
filing, registration or qualification of or with any
court or governmental authority is required and no
other action or thing (including, without
limitation, the payment of any stamp or other
similar tax or duty) is required to be taken,
fulfilled or done by the Issuer for or in connection
with (i) the execution, issue and offering of Notes
under the Programme and compliance by the Issuer
with the terms of any Notes issued under the
Programme or (ii) the execution and delivery of, and
compliance with the terms of, the Agreements;
(i) that all corporate approvals and authorisations
required by the Issuer for or in connection with (i)
the execution, issue and offering of Notes under the
Programme and compliance by the Issuer with the
terms of any Notes issued under the Programme and
(ii) the execution and delivery of, and compliance
with the terms of, the Agreements have been
obtained and are in full force and effect;
(j) that none of the Issuer, its affiliates and any
persons acting on any of their behalf, has engaged
or will engage in any directed selling efforts (as
defined in Rule 902(c) under the Securities Act)
with respect to the Notes;
<PAGE>
(k) that the Issuer, its affiliates, and each person
acting on any of their behalf have complied and will
comply with the offering restrictions requirement of
Regulation S under the Securities Act;
(l) that the Issuer is a reporting issuer (within the
meaning of Regulation S under the Securities Act);
(m) that since December 31, 1997 the Issuer has filed
all reports and all proxy or information statements
required to be filed with the Commission pursuant to
Sections 13, 14 or 15(d) or the Exchange Act (the
"Exchange Filed Information"). Each such report and
statement filed by the Issuer and incorporated by
reference in the Offering Circular, when so filed,
contained all material statements required to be
included therein by, and conformed in all material
respects to and was filed in compliance with, the
requirements of the Exchange Act and the rules and
regulations thereunder; and
(n) that the Issuer is not now and, as a result of the
issue of any Notes, will not be an "investment
company" as defined in the United States Investment
Company Act of 1940, as amended.
(2) With regard to each issue of Notes, the Issuer shall be
deemed to repeat the representations, warranties and
agreements contained in subclause (1) as at the Agreement
Date for such Notes (any agreement on such Agreement Date
being deemed to have been made on the basis of, and in
reliance on, such representations, warranties and
agreements) and as at the Issue Date of such Notes.
(3) The Issuer shall be deemed to repeat the representations,
warranties and agreements contained in subclause (1) on
each date on which the Offering Circular is revised,
supplemented or amended and on each date on which the
aggregate nominal amount of the Programme is increased in
accordance with clause 12.
(4) The representations, warranties and agreements contained
in this clause shall continue in full force and effect
notwithstanding the actual or constructive knowledge of
any Dealer with respect to any of the matters referred to
in the representations and warranties set out above, any
investigation by or on behalf of the Dealers or
completion of the subscription and issue of any Notes.
5. UNDERTAKINGS OF THE ISSUER
(1) Notification of material developments
(a) The Issuer shall promptly after becoming aware of the
occurrence thereof notify each Dealer of (A) any Event of
Default or any condition, event or act which would after
an issue of Notes (or would with the giving of notice
and/or the lapse of time) constitute an Event of Default
or (B) any material breach of the representations and
warranties or undertakings contained in the Agreements.
(b) If, following the Agreement Date and before the Issue
Date of the relevant Notes, the Issuer becomes aware that
any of the conditions specified in clause 3(2) will not
be satisfied in relation to that issue, the Issuer shall
forthwith notify the relevant Dealer to this effect
giving full details thereof. In such circumstances, the
relevant Dealer shall be entitled (but not
<PAGE>
bound) by notice to the Issuer to be released and
discharged from its obligations under the agreement
reached under clause 2.
(c) Without prejudice to the generality of the foregoing, the
Issuer shall from time to time promptly furnish to each
Dealer such information relating to the Issuer as such
Dealer may reasonably request.
(2) Updating of Offering Circular
(a) On or before each anniversary of the date of this
Agreement, the Issuer shall update or amend the Offering
Circular (following consultation with the Arranger who
will consult with the Dealers) by the publication of a
supplement thereto or a new Offering Circular, in a form
approved by the Dealers.
(b) In the event of a change in the condition of the Issuer
which is material in the context of the Programme or the
issue of any Notes or if the Offering Circular shall
otherwise come to contain an untrue statement of a
material fact or omit to state a material fact necessary
to make the statements contained therein not misleading
or if it is necessary at any time to amend the Offering
Circular to comply with, or reflect changes in, any
applicable laws or regulations the Issuer shall update or
amend the Offering Circular (following consultation with
the Arranger who will consult with the Dealers) by the
publication of a supplement thereto or a new Offering
Circular in a form approved by the Dealers.
(c) The Offering Circular shall, as specified therein, be
deemed to incorporate by reference therein the Exchange
Filed Information. Upon the publication of a revision,
supplement or amendment to the Offering Circular
("Revision"), the Issuer shall promptly supply to each
Dealer and the Agent such number of copies of such
Revision as each Dealer or the Agent (as the case may be)
may reasonably request. Until a Dealer receives a
Revision, the definition of "Offering Circular" in
clause 1(1) shall, in relation to such Dealer, mean the
Offering Circular prior to the receipt by such Dealer of
such Revision.
(d) If the terms of the Programme are modified or amended in
a manner which would make the Offering Circular
inaccurate or misleading, a new Offering Circular will be
prepared in a form approved by the Dealers.
(3) Listing
The Issuer shall cause an initial application to be made
for Notes issued under the Programme to be listed on the
Luxembourg Stock Exchange.
It is envisaged that certain issues of Notes may be
listed on the Paris Bourse. In connection with such
application in respect of any Series of Notes which is
intended to be so listed, the Issuer shall endeavour to
obtain the listing as promptly as practicable and the
Issuer shall furnish or procure to be furnished any and
all documents, instruments, information and undertakings
that may be necessary or advisable in order to obtain and
maintain (whilst such Notes are outstanding) such
listing. The Issuer shall, if and for so long as any
Notes are listed on the Paris Bourse, notify the
Commission des Operations de Bourse of any material
change in its business or financial condition and will
publish details thereof if so required by the Commission
des Operations de Bourse. The initial Offering Circular
has been granted the registration number of the
Commission des Operations de Bourse.
<PAGE>
If in relation to any issue of Notes, it is agreed
between the Issuer and the relevant Dealer or the Lead
Manager, as the case may be, to list such Notes on a
Stock Exchange, the Issuer undertakes to use its best
endeavours to obtain and maintain the listing of such
Notes on such Stock Exchange. If any Notes cease to be
listed on the relevant Stock Exchange, the Issuer shall
use its best endeavours promptly to list such Notes on a
stock exchange to be agreed between the Issuer and the
relevant Dealer or, as the case may be, the Lead
Manager.
The Issuer shall comply with the rules of each relevant
Stock Exchange and shall otherwise comply with any
undertakings given by it from time to time to the
relevant Stock Exchange in connection with any Notes
listed on such Stock Exchange or the listing thereof and,
without prejudice to the generality of the foregoing,
shall furnish or procure to be furnished to the relevant
Stock Exchange all such information as the relevant Stock
Exchange may require in connection with the listing on
such Stock Exchange of any Notes.
(4) The Agency Agreement
The Issuer undertakes that it will not, except with the
consent of the Dealers, appoint a different Agent under
the Agency Agreement and that it will promptly notify
each of the Dealers of any amendment to the Agency
Agreement.
(5) Lawful compliance
The Issuer will at all times endeavour to ensure that all
necessary action is taken and all necessary conditions
are fulfilled (including, without limitation, the
obtaining and, where relevant, maintenance in full force
and effect of all necessary permissions, consents or
approvals of all relevant governmental authorities) so
that it may lawfully comply with its obligations under
all Notes, the Agreements and, further, so that it may
comply with any applicable laws, regulations and guidance
from time to time promulgated by any governmental and
regulatory authorities relevant in the context of the
issue of Notes.
The Issuer agrees to comply with the restrictions set out
in paragraph 5 of Appendix B hereto.
(6) Authorised representative
The Issuer will notify the Dealers immediately in writing
if any of the persons named in the list referred to in
paragraph 3 of Part I of the Initial Documentation List
ceases to be authorised to take action on its behalf or
if any additional person becomes so authorised together,
in the case of an additional authorised person, with
evidence satisfactory to the Dealers that such person has
been so authorised.
(7) Auditors' comfort letters
The Issuer will (i) at the time of the preparation of the
initial Offering Circular, (ii) thereafter upon each
occasion when the same may be revised, supplemented or
amended, whether by means of information incorporated by
reference or otherwise, (insofar as such revision,
supplement, amendment or update concerns or contains
financial information about the Issuer) and (iii) at
other times whenever so requested by a Dealer (on the
basis of reasonable grounds) deliver, at the expense of
the Issuer to the Dealers a comfort letter or comfort
letters from independent auditors of the Issuer in
substantially the form and with such content as is
consistent with the comfort letter or comfort letters
delivered pursuant to the Initial Documentation List
provided that no such letter or letters will be delivered
<PAGE>
(ii) above if the only revision, supplement or amendment
concerned is the publication or issue of any audited
financial statements of the Issuer.
If at or prior to the time of any agreement to issue and
purchase Notes under clause 2 such a request is made with
respect to the Notes to be issued, the receipt of the
relevant comfort letter or letters in a form satisfactory
to the relevant Dealer shall be a further condition
precedent to the issue of those Notes to that Dealer.
(8) No other issues
During the period commencing on an Agreement Date and
ending on the Issue Date with respect to any Notes which
are to be listed, the Issuer will not, without the prior
consent of the relevant Dealer or, as the case may be,
the Lead Manager, issue or agree to issue any other
listed notes, bonds or other debt securities of
whatsoever nature (other than Notes to be issued to the
same Dealer) where such notes, bonds or other debt
securities would have the same maturity and currency as
the Notes to be issued on the relevant Issue Date.
(9) Information on Noteholders' meetings
The Issuer will, at the same time as it is despatched,
furnish the Dealers with a copy of every notice of a
meeting of the holders of the Notes (or any of them)
which is despatched at the instigation of the Issuer and
will notify the Dealers immediately upon its becoming
aware that a meeting of the holders of the Notes (or any
of them) has otherwise been convened.
(10) Ratings
The Issuer undertakes promptly to notify the Dealers of
any change in the ratings given by Moody's and/or
Standard & Poor's and/or Duff & Phelps of the Issuer's
debt or upon it becoming aware that such ratings are
listed on "Creditwatch" or other similar publication of
formal review by the relevant rating agency.
6. INDEMNITY
(1) Without prejudice to the other rights or remedies of the
Dealers, the Issuer undertakes with the Dealers and each
of them that it will hold each Dealer Indemnified Person
indemnified against any and all loss, liability, claim,
action, damage or expense which that Dealer Indemnified
Person may incur or which may be made against it as a
result of or in relation to:
(a) any actual or alleged breach of the representations,
warranties and undertakings contained in, or made or
deemed to be made by the Issuer pursuant to, this
Agreement; or
(b) any untrue or misleading (or allegedly untrue or
misleading) statement in, or any omission (or
alleged omission) from, the Offering Circular; or
(c) any untrue or misleading (or allegedly untrue or
misleading) statement in any additional written
information provided by the Issuer to the Dealers
pursuant to clause 7 below,
and such indemnity shall extend to include all costs,
charges and expenses which that Dealer Indemnified Person
may pay or incur in disputing or defending any claim or
action in respect of which indemnity may be sought
against the Issuer under this clause; provided, however
<PAGE>
that this indemnity shall not apply to any Dealer in
respect of any loss, liability, claim, action, damage or
expense to the extent arising out of, or based upon, any
untrue or misleading (or allegedly untrue or misleading)
statement in, or any omission (or alleged omission) from,
the Offering Circular in reliance upon and in conformity
with written information furnished to the Issuer by or on
behalf of such Dealer expressly for use in the Offering Circular.
(2) Each Dealer severally agrees to indemnify and hold
harmless the Issuer, its directors, officers, employees
and agents and each person, if any, who controls the
Issuer within the meaning of section 15 of the Securities
Act against any and all loss, liability, claim, action,
damage and expense with respect to any untrue or
misleading statements or omissions, or alleged untrue
statements or omissions, made in the Offering Circular in
reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Dealer
expressly for use in the Offering Circular and such
indemnity shall extend to include all costs, charges and
expenses which the Issuer, its directors, officers,
employees and agents and each person, if any, who
controls the Issuer may pay or incur in disputing or
defending any claim or action in respect of which
indemnity may be sought against such Dealer under this
clause. As at the date hereof, the parties hereto agree
that the only information supplied by a Dealer for use in
the Offering Circular as aforesaid is such Dealer's legal
and business name as appearing therein.
(3) 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 an indemnified
party, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, to
assume the defence thereof with counsel reasonably
satisfactory to the indemnified party. After notice from
the indemnifying party of its election to assume the
defence of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this
clause 6 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the
defence thereof; provided, however, that any indemnified
party shall have the right to employ separate counsel in
any such action and to participate in the defence
thereof, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless the
named parties to any such action shall include both such
indemnified party and the indemnifying party and such
indemnified party shall have been advised by counsel that
there may be one or more legal defences available to it
which are different from or in addition to those
available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such
indemnified party to employ separate counsel. 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 subclause
(1) or (2) hereof, as applicable, from and against any
loss or liability by reason of such settlement or
judgement. 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.
<PAGE>
(4) If the indemnification provided for in this clause 6
shall for any reason be unavailable to an indemnified
party under clause 6(1) or clause 6(2) hereof in respect
of any loss, liability, claim, action or damage 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, liability, claim, action or damage,
(i) in such proportion as shall be appropriate to reflect
the relative benefits received by the Issuer, on the
other hand, and the Dealer whose claim is subject to
contribution, on the other, from the offering of the
relevant 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 Issuer, on the one hand,
and such Dealer, on the other, with respect to the breach
of representations, warranties or undertakings or
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 Issuer, on the one
hand, and the Dealers, 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 relevant
Notes (before deducting expenses) received by the Issuer
bear to the total discounts and commissions received by
any Dealer with respect to such offering. Where
relevant, 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 Issuer or any Dealer, the intent of the
parties and their relative knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The Issuer and the Dealers agree
that it would not be just and equitable if contributions
pursuant to this clause 6(4) were to be determined by pro
rata allocation (even if the Dealers 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,
liability, claim, action or damage, referred to above in
this clause 6(4) shall be deemed to include, for purposes
of this clause 6(4), 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 provisions of this clause 6.
Notwithstanding the provisions of this clause 6(4), no
Dealer shall be required to contribute any amount in
excess of the amount by which the total price at which
the Notes sold to such Dealer and distributed to the
public were offered to the public exceeds the amount of
any damages which such Dealer 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 Securities Act) shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The
Dealers' obligations under this clause 6(4) to contribute
are several in proportion to the respective principal
amounts of Notes purchased by each such Dealer in such
offering and not joint.
7. AUTHORITY TO DISTRIBUTE DOCUMENTS
Subject to clause 8 below, the Issuer hereby authorises
each of the Dealers on behalf of the Issuer to provide
copies of the Offering Circular to actual and potential
purchasers of Notes. Subject to clause 8 below, the
Issuer hereby authorises each of the Dealers on behalf of
the Issuer to provide copies of such additional written
information as the Issuer shall provide to the Dealers
and approve for the Dealers to use for such purpose to
actual and potential purchasers of Notes.
<PAGE>
8. DEALERS' UNDERTAKINGS
Each Dealer agrees to comply with the restrictions and
agreements set out in Appendix B hereto unless otherwise
agreed with the Issuer.
9. FEES, EXPENSES AND STAMP DUTIES
The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between
the Issuer and such Dealer in connection with the
sale of any Notes to that Dealer (and any value
added or other tax thereon);
(b) pay (together with any value added tax or other tax
thereon):
(i) the fees and expenses of its legal advisers and
auditors;
(ii) the cost of listing and maintaining the listing
of any Notes which are to be listed on a Stock
Exchange;
(iii) the cost of obtaining any credit rating
for the Notes;
(iv) the fees and expenses of the agents appointed
under the Agency Agreement; and
(v) all expenses in connection with the
establishment of the Programme including, but
not limited to, the preparation and printing of
the Offering Circular and the cost of any
publicity agreed by the Issuer;
(c) pay to Lehman Brothers International (Europe) the
reasonable fees and disbursements of the legal
advisers appointed to represent the Dealers
(including any value added tax or other tax thereon)
in connection with the establishment of the
Programme; and
(d) pay promptly, and in any event before any penalty
becomes payable, any stamp, documentary,
registration or similar duty or tax (including any
stamp duty reserve tax) payable in connection with
the issue, sale and/or delivery of any Note and/or
the execution and/or delivery of any of the
Agreements.
10. TERMINATION OF APPOINTMENT OF DEALERS
The Issuer or (as to itself) a Dealer may terminate the
arrangements described in this Agreement by giving not
less than 30 days' written notice to the other parties
hereto. The Issuer may terminate the appointment of a
Dealer or Dealers by giving not less than 30 days'
written notice to such Dealer or Dealers (with a copy
promptly thereafter to all the other Dealers and the
Agent). Termination shall not affect any rights or
obligations (including but not limited to those arising
under clauses 6, 8 and/or 9) which have accrued at the
time of termination or which accrue thereafter in
relation to any act or omission or alleged act or
omission which occurred prior to such time.
<PAGE>
11. APPOINTMENT OF NEW DEALERS
(1) Nothing in this Agreement shall prevent the Issuer from
appointing one or more New Dealers for the duration of
the Programme or, with regard to an issue of a particular
Tranche of Notes, the Issuer from appointing one or more
New Dealers for the purposes of that Tranche, in either
case upon the terms of this Agreement and provided that,
unless such appointment is effected pursuant to a
Subscription Agreement:
(a) any New Dealer shall have first delivered to the
Issuer an appropriate Dealer Accession Letter; and
(b) the Issuer shall have delivered to such New Dealer
an appropriate Confirmation Letter.
(2) Upon receipt of the relevant Confirmation Letter or
execution of the relevant Subscription Agreement, as the
case may be, each such New Dealer shall, subject to the
terms of the relevant Dealer Accession Letter or the
relevant Subscription Agreement, as the case may be,
become a party to this Agreement, vested with all
authority, rights, powers, duties and obligations of a
Dealer as if originally named as a Dealer hereunder
provided further that, except in the case of the
appointment of a New Dealer for the duration of the
Programme, following the Issue Date of the relevant
Tranche, the relevant New Dealer shall have no further
such authority, rights, powers, duties or obligations
except such as may have accrued or been incurred prior
to, or in connection with, the issue of such Tranche.
(3) The Issuer shall promptly notify the other Dealers and
the Agent of any appointment of a New Dealer for the
duration of the Programme by supplying to such parties a
copy of any Dealer Accession Letter and Confirmation
Letter. Such notice shall be required to be given in the
case of an appointment of a New Dealer for a particular
Tranche of Notes to the Agent only.
12. INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME
(1) From time to time the Issuer may wish to increase the
aggregate nominal amount of the Notes that may be issued
under the Programme. In such circumstances, the Issuer
may give notification of such an increase (subject as set
out in subclause (2)) by delivering to the Listing Agent
and the Dealers with a copy to the Agent a letter
substantially in the form set out in Appendix D hereto.
Upon the date specified in such notice (which date may
not be earlier than seven London business days after the
date the notice is given) and subject to satisfaction of
the conditions precedent set out in subclause (2), all
references in the Agreements to a Euro Medium Term Note
Programme of a certain nominal amount shall be deemed to
be references to a Euro Medium Term Note Programme of the
increased nominal amount.
(2) Notwithstanding subclause (1), the right of the Issuer to
increase the aggregate nominal amount of the Programme
shall be subject to each Dealer having received and found
satisfactory all the documents and confirmations
described in Part II of the Initial Documentation List
(with such changes as may be relevant with reference to
the circumstances at the time of the proposed increase as
are agreed between the Issuer and the Dealers), and the
satisfaction of any further conditions precedent that any
of the Dealers may reasonably require, including, without
limitation, the production of a supplementary Offering
Circular by the Issuer and any further or other documents
required by the relevant Stock Exchange for the purpose
of listing any Notes to be issued on the relevant Stock
Exchange.
<PAGE>
The Arranger shall circulate to the Dealers
all the documents and confirmations described in Part II
of the Initial Documentation List and any further
conditions precedent so required. Any Dealer must notify
the Arranger and the Issuer within three London business
days of receipt if it considers, in its reasonable
opinion, such documents, confirmations and, if
applicable, such further conditions precedent to be
unsatisfactory and, in the absence of such notification,
such Dealer shall be deemed to consider such documents
and confirmations to be satisfactory and such further
conditions precedent to be satisfied.
13. STATUS OF THE DEALERS AND THE ARRANGER
(1) Each of the Dealers agrees that the Arranger has only
acted in an administrative capacity to facilitate the
establishment and/or maintenance of the Programme and has
no responsibility to it for (a) the adequacy, accuracy,
completeness or reasonableness of any representation,
warranty, undertaking, agreement, statement or
information in the Offering Circular, any Pricing
Supplement, this Agreement or any information provided in
connection with the Programme or (b) the nature and
suitability to it of all legal, tax and accounting
matters and all documentation in connection with the
Programme or any Tranche.
(2) The Arranger shall have only those duties, obligations
and responsibilities expressly specified in this
Agreement.
14. COUNTERPARTS
This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may
enter into this Agreement by executing a counterpart.
15. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand or (but only where specifically
provided in the Procedures Memorandum) by telephone.
Each communication shall be made to the relevant party at
the telex number, fax number or address or telephone
number and, in the case of a communication by telex, fax
or letter, marked for the attention of, or (in the case
of a communication by telephone) made to, the person or
department from time to time specified in writing by that
party to the other for the purpose. The initial
telephone number, telex number, fax number and person or
department so specified by each party are set out in the
Procedures Memorandum.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of the
transmission, (if by fax) when an acknowledgement of
receipt is received, (if by telephone) when made or (if
by letter) when delivered, in each case in the manner
required by this clause. However, if a communication is
received after business hours on any business day or on a
day which is not a business day in the place of receipt
it shall be deemed to be received and become effective on
the next business day in the place of receipt. Every
communication shall be irrevocable save in respect of any
manifest error therein.
16. BENEFIT OF AGREEMENT
(1) This Agreement shall be binding upon and shall inure for
the benefit of the Issuer and each Dealer and their
respective successors and permitted assigns.
<PAGE>
(2) A Dealer may only assign or transfer its rights or
obligations under this Agreement with the prior written
consent of the Issuer except for an assignment and/or
transfer of all of a Dealer's rights and obligations
hereunder in whatever form such Dealer determines may be
appropriate to a partnership, corporation, trust or other
organisation in whatever form that may succeed to, or to
which the Dealer transfers, all or substantially all of
the Dealer's assets and business and that assumes such
obligations by contract, operation of law or otherwise.
Upon any such transfer and assumption of obligations such
Dealer shall be relieved of and fully discharged from all
obligations under this Agreement, whether such
obligations arose before or after such transfer and
assumption.
17. CALCULATION AGENT
(1) In the case of any Series of Notes which require the
appointment of a Calculation Agent the Agent shall act as
Calculation Agent, unless the relevant Dealer or, as the
case may be, the Lead Manager requests the Issuer to
appoint such Dealer or Lead Manager, or a person
nominated by such Dealer or Lead Manager (a "Nominee"),
as Calculation Agent.
(2) Should such a request be made to the Issuer the
appointment of that Dealer or Lead Manager shall be
automatic upon the issue of the relevant Series of Notes
and shall, except as agreed, be on the terms set out in
the Calculation Agency Agreement set out in Schedule 1 to
the Agency Agreement, and no further action shall be
required to effect the appointment of such Dealer or Lead
Manager as Calculation Agent in relation to that Series
of Notes, and the Schedule to the Calculation Agency
Agreement shall be deemed to be duly annotated to include
such Series. The name of the Dealer or Lead Manager so
appointed will be entered in the applicable Pricing
Supplement.
(3) Should such a request be made to the Issuer for the
appointment of a Nominee as the Calculation Agent, such
Nominee must be reasonably acceptable to the Issuer and
shall agree with the Issuer in writing to its appointment
as Calculation Agent on the terms set out in the
Calculation Agency Agreement set out in Schedule 1 to the
Agency Agreement and no further action shall be required
to effect the appointment of such Nominee as Calculation
Agent in relation to that Series of Notes, and the
Schedule to the Calculation Agency Agreement shall be
deemed to be duly annotated to include such Series. The
name of the Nominee so appointed will be entered in the
applicable Pricing Supplement.
18. STABILISATION
In connection with the distribution of any Notes, the
Dealer (if any) designated as stabilising manager in the
applicable Pricing Supplement may over-allot or effect
transactions which stabilise or maintain the market price
of such Notes and/or any associated securities at a level
which might not otherwise prevail, but in doing so such
Dealer shall act as principal and not as agent of the
Issuer. Such stabilising, if commenced, may be
discontinued at any time. Any loss resulting from over-
allotment and stabilisation shall be borne, and any net
profit arising therefrom shall be retained, by the
stabilising manager for its own account.
19. GOVERNING LAW
(1) This Agreement and every agreement for the issue and
purchase of Notes as referred to in clause 2 shall be
governed by, and construed in accordance with, the laws
of the State of New York.
<PAGE>
(2) Each of the parties to this Agreement agrees that any
State or federal courts sitting in the Borough of
Manhattan, the City of New York (the "Courts") are to
have jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that
accordingly any suit, action or proceedings (together
referred to as "Proceedings") arising out of or in
connection with this Agreement may be brought in such
courts.
Each of the parties to this Agreement hereby
irrevocably waives any objection which it may have now
or hereafter to the laying of the venue of any such
Proceedings in any such court and any claim that any
such Proceedings have been brought in an inconvenient
forum and hereby further irrevocably agrees that a
judgment in any such Proceedings brought in the Courts
shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction.
Nothing contained in this clause shall limit any right
to take Proceedings against any party to this Agreement
in any other court of competent jurisdiction, nor shall
the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.
<PAGE>
APPENDIX A
INITIAL DOCUMENTATION LIST
Part I
1. A copy of the Articles of Incorporation and Bylaws of the
Issuer, certified by the Secretary of the Issuer.
2. A copy of all resolutions and other authorisations,
certified by the Secretary of the Issuer, required to be
passed or given, and evidence of any other action
required to be taken, on behalf of the Issuer:
(a) to approve its entry into the Agreements, the
creation of the Programme and the issue of Notes;
(b) to authorise appropriate persons to execute each of
the Agreements and any Notes and to take any other
action in connection therewith; and
(c) to authorise appropriate persons to enter into
agreements with any Dealer on behalf of the Issuer
to issue Notes in accordance with clause 2 of this
Agreement.
3. A list of the names, titles and specimen signatures of
the persons authorised on behalf of the Issuer in
accordance with paragraph 2(c) above, certified by the
Secretary of the Issuer.
4. Copies of any other governmental or other consents,
authorisations and approvals required for the Issuer to
issue Notes, to execute and deliver the Agreements and to
fulfil its obligations under the Agreements.
5. Confirmation that one or more master Temporary Global
Notes and master Permanent Global Notes (from which
copies can be made for each particular issue of Notes),
duly executed by a person or persons authorised to take
action on behalf of the Issuer as specified in
paragraph 2(b) above, have been delivered to the Agent.
6. Legal opinions addressed to each of the Dealers dated on
or after the date of this Agreement, in such form and
with such content as previously agreed to, from:
(a) O'Melveny & Myers LLP, legal advisers to the Issuer;
(b) Julie Sackman, General Counsel of the Issuer; and
(c) Allen & Overy, legal advisers to the Dealers.
7. A conformed copy of each Agreement and confirmation that
executed copies of such documents have been delivered, in
the case of the Agency Agreement, to the Agent (for
itself and the other agents party thereto).
8. A printed final version of the Offering Circular and the
Procedures Memorandum.
<PAGE>
9. Confirmation from the Listing Agent that the Luxembourg
Stock Exchange will list Notes to be issued under the
Programme.
10. Confirmation that the Offering Circular has received the
registration number of the Commission des Operations de
Bourse.
11. Comfort letter from PricewaterhouseCoopers LLP as
independent auditors of the Issuer in such form and with
such content as previously agreed to.
12. Confirmation that the Programme has been rated A1 by
Moody's, A+ by Standard & Poor's and AA- by Duff &
Phelps.
<PAGE>
Part II
1. A copy of the Articles of Incorporation and Bylaws of the
Issuer, certified by the Secretary of the Issuer or
confirmation that they have not been changed since they
were last submitted to the Dealers.
2. A copy of all resolutions and other authorisations
required to be passed or given, and evidence of any other
action required to be taken, on behalf of the Issuer to
approve the increase in the amount of the Programme,
certified by the Secretary of the Issuer.
3. Copies of any other governmental or other consents,
authorisations and approvals required for the increase.
4. Confirmation that one or more master Temporary Global
Notes and master Permanent Global Notes (from which
copies can be made for each particular issue of Notes),
duly executed by a person or persons authorised to take
action on behalf of the Issuer as specified in
paragraph 2(b) of Part I of the Initial Documentation
List, have been delivered to the Agent.
5. Legal opinions addressed to each of the Dealers dated on
or after the date of this Agreement, in such form and
with such content as previously agreed to, from:
(a) O'Melveny & Myers LLP, legal advisers to the Issuer;
(b) Julie Sackman, General Counsel to the Issuer; and
(c) Allen & Overy, legal advisers to the Dealers.
6. A printed final version of the Offering Circular.
7. Confirmation from the Listing Agent that the Luxembourg
Stock Exchange will list Notes to be issued under the
increased Programme.
8. Confirmation that the Offering Circular has received the
registration number of the Commission des Operations de
Bourse.
9. Comfort letter from PricewaterhouseCoopers LLP as
independent auditors of the Issuer in such form and with
such content as previously agreed to.
10. Confirmation from Moody's, Standard & Poor's and Duff &
Phelps that there has been no change in the rating
assigned by them to the Programme as a result of the
increase.
<PAGE>
APPENDIX B
SELLING RESTRICTIONS
1. United States
(1) The Notes have not been and will not be registered under
the Securities Act, and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act. Each
Dealer represents and agrees that it has offered and sold
any Notes, and will offer and sell any Notes (i) as part
of their distribution at any time and (ii) otherwise
until 40 days after the completion of the distribution of
all Notes of the Tranche of which such Notes are a part,
as determined and certified as provided below, only in
accordance with Rule 903 of Regulation S under the
Securities Act. Each Dealer who has purchased Notes of a
Tranche hereunder (or in the case of a sale of a Tranche
of Notes issued to or through more than one Dealer, each
of such Dealers as to the Notes of such Tranche purchased
by or through it or, in the case of a syndicated issue,
the relevant Lead Manager) shall determine and certify to
the Agent the completion of the distribution of the Notes
of such Tranche. On the basis of such notification or
notifications, the Agent agrees to notify such
Dealer/Lead Manager of the end of the distribution
compliance period with respect to such Tranche. Each
Dealer also agrees that, at or prior to confirmation of
sale of Notes, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or
other remuneration that purchases Notes from it during
the distribution compliance period a confirmation or
notice to substantially the following effect:
"The Securities covered hereby have not been registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the completion
of the distribution of the Securities as determined and
certified by the relevant Dealer, in the case of a non-
syndicated issue, or the Lead Manager, in the case of a
syndicated issue, and except in either case in accordance
with Regulation S under the Securities Act. Terms used
above have the meanings given to them by Regulation S."
Terms used in this paragraph 1(1) have the meanings given
to them by Regulation S.
(2) Each Dealer represents and agrees that it, its affiliates
or any persons acting on its or their behalf have not
engaged and will not engage in any directed selling
efforts with respect to any Note, and it and they have
complied and will comply with the offering restrictions
requirement of Regulation S.
(3) In addition,
(a) except to the extent permitted under U.S. Treas.
Reg. Section 1.163-5(c)(2)(i)(D) (the "D Rules"),
each Dealer (a) represents that it has not offered
or sold, and agrees that during the restricted
period it will not offer or sell, Notes in bearer
form to a person who is within the United States or
its possessions or to a United States person, and
(b) represents that it has not delivered and agrees
that it will not deliver within the United States or
its possessions definitive Notes in bearer form that
are sold during the restricted period;
<PAGE>
(b) each Dealer represents that it has and agrees that
throughout the restricted period it will have in
effect procedures reasonably designed to ensure that
its employees or agents who are directly engaged in
selling Notes in bearer form are aware that such
Notes may not be offered or sold during the
restricted period to a person who is within the
United States or its possessions or to a United
States person, except as permitted by the D Rules;
(c) if it is a United States person, each Dealer
represents that it is acquiring the Notes for
purposes of resale in connection with their original
issuance and if it retains Notes in bearer form for
its own account, it will only do so in accordance
with the requirements of U.S. Treas. Reg. Section
l.163-5(c)(2)(i)(D)(6); and
(d) with respect to each affiliate that acquires Notes
from a Dealer for the purpose of offering or selling
such Notes during the restricted period, such Dealer
repeats and confirms the representations and
agreements contained in subparagraphs (a), (b) and
(c) on such affiliate's behalf.
Terms used in this paragraph 1(3) have the meanings given
to them by the U.S. Internal Revenue Code and regulations
thereunder, including the D Rules.
(4) Each issue of Index Linked Notes or Dual Currency Notes
shall be subject to such additional U.S. selling
restrictions as the Issuer and the relevant Dealer may
agree as a term of the issue and purchase of such Notes,
which additional selling restrictions shall be set out in
the applicable Pricing Supplement. The relevant Dealer
agrees that it shall offer, sell and deliver such Notes
only in compliance with such additional U.S. selling
restrictions.
2. United Kingdom
Each Dealer represents and agrees that:
(i) in relation to Notes which have a maturity of one
year or more, it has not offered or sold and, prior
to the expiry of the period of six months from the
Issue Date of such Notes, will not offer or sell any
such Notes to persons in the United Kingdom except
to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances
which have not resulted and will not result in an
offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities
Regulations 1995;
(ii) it has only issued or passed on and will only issue
or pass on in the United Kingdom any document
received by it in connection with the issue of any
Notes to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on; and
(iii) it has complied and will comply with all
applicable provisions of the FSA with respect to
anything done by it in relation to any Notes in,
from or otherwise involving the United Kingdom.
<PAGE>
3. Japan
The Notes have not been and will not be registered under
the Securities and Exchange Law of Japan (the "Securities
and Exchange Law") and each Dealer agrees that it will
not offer or sell any Notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in
Japan, including any corporation or other entity
organised under the laws of Japan), or to others for re-
offering or resale, directly or indirectly, in Japan or
to a resident of Japan except pursuant to an exemption
from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law and any
other applicable laws and regulations of Japan.
4. Germany
In connection with the initial placement of any Notes in
Germany, each Dealer agrees that it will offer and sell
such Notes (i) unless otherwise provided in the relevant
Subscription Agreement or the applicable Pricing
Supplement in the case of an issue made on a syndicated
basis, only for an aggregate purchase price per purchaser
of at least DM80,000 (or the equivalent) or such other
amount as may be stipulated from time to time by
applicable German law or (ii) as may otherwise be
permitted in accordance with applicable German law.
5. France
The Issuer and each Dealer represents and agrees, that in
connection with their initial distribution, it has not
offered or sold, and will not offer or sell, directly or
indirectly, Notes to the public in France, and has not
distributed or caused to be distributed and will not
distribute or cause to be distributed to the public in
France the Offering Circular or any other offering
material relating to the Notes, and that such offers,
sales and distributions have been and shall be made in
France only to (i) qualified investors (investisseurs
qualifies) and/or (ii) a restricted group of investors
(cercle restreint d'investisseurs), all as defined in
Article 6 ordonnance no. 67-833 dated 28th September,
1967 (as amended) and decret no. 98-880 dated 1st
October, 1998.
Investors in France may only participate in the issue of
Notes for their own account in accordance with the
conditions set out in decret no. 98-880 dated 1 October,
1998. Notes may only be issued, directly or indirectly,
to the public in France in accordance with articles 6 and
7 of ordonnance no. 67-833 dated 28 September, 1967 (as
amended). Where the issue of Notes is effected as an
exception to the rules to an appel public a l'epargne in
France (public offer rules) by way of an offer to a
restricted group of investors, such investors must
provide certification as to their personal, professional
or family relationship with a member of the management of
the Issuer.
6. General
Each Dealer agrees that it will (to the best of its
knowledge and belief) comply with all applicable
securities laws and regulations in force in any
jurisdiction in which it purchases, offers, sells or
delivers Notes or possesses or distributes the Offering
Circular and will obtain any consent, approval or
permission required by it for the purchase, offer, sale
or delivery by it of Notes under the laws and regulations
in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers, sales or
deliveries and none of the Issuer and any other Dealer
shall have any responsibility therefor.
<PAGE>
None of the Issuer and any of the Dealers represents that
Notes may at any time lawfully be sold in compliance with
any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available
thereunder, or assumes any responsibility for
facilitating such sale.
With regard to each Tranche, the relevant Dealer will be
required to comply with such other additional
restrictions as the Issuer and the relevant Dealer shall
agree and as shall be set out in the applicable Pricing
Supplement.
<PAGE>
APPENDIX C
PART I
FORM OF DEALER ACCESSION LETTER - PROGRAMME
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "Issuer")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We refer to the Programme Agreement dated 4th June, 1999
entered into in respect of the above Euro Medium Term Note
Programme and made between the Issuer and the Dealers party
thereto (which agreement, as amended, supplemented or restated
from time to time, is herein referred to as the "Programme
Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents referenced
below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of all documents referred to
in Part I of Appendix A of the Programme Agreement,
and have found them to our satisfaction.
For the purposes of the Programme Agreement our notice details
are as follows:
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement we hereby undertake, for
the benefit of the Issuer and each of the other Dealers, that
we will perform and comply with all the duties and obligations
expressed to be assumed by a Dealer under the Programme
Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
<PAGE>
PART II
FORM OF CONFIRMATION LETTER - PROGRAMME
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") entered into in respect of
the above Euro Medium Term Note Programme and hereby
acknowledge receipt of your Dealer Accession Letter to us
dated [specify].
We hereby confirm that, with effect from the date hereof, you
shall become a Dealer under the Programme Agreement in
accordance with clause 11(2) of the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
<PAGE>
PART III
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "Issuer")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[Description of issue]
(the "Notes")
We refer to the Programme Agreement dated 4th June, 1999 and
made between the Issuer and the Dealers party thereto (which
agreement, as amended, supplemented or restated from time to
time, is herein referred to as the "Programme Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents referenced
below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of such of the other documents
referred to in Part I of Appendix A of the Programme
Agreement as we have requested,
and have found them to our satisfaction or (in the case of the
documents referred to in (ii) above) have waived such
production.
For the purposes of the Programme Agreement our notice details
are as follows:
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement in respect of the issue
of the Notes we hereby undertake, for the benefit of the
Issuer and each of the other Dealers, that, in relation to the
issue of the Notes, we will perform and comply with all the
duties and obligations expressed to be assumed by a Dealer
under the Programme Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
<PAGE>
PART IV
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[Description of issue]
(the "Notes")
We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") and hereby acknowledge
receipt of your Dealer Accession Letter to us dated [specify].
We hereby confirm that, with effect from the date hereof, in
respect of the issue of the Notes, you shall become a Dealer
under the Programme Agreement in accordance with the
provisions of clause 11(2) of the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
<PAGE>
APPENDIX D
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
OF THE PROGRAMME
[Date]
To: The Dealers and the Listing Agent
(as those expressions are defined in the
Programme Agreement dated 4th June, 1999
as amended, supplemented or restated from
time to time, (the "Programme Agreement"))
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We hereby require, pursuant to clause 12(1) of the Programme
Agreement, that the aggregate nominal amount of the above
Programme be increased to U.S.$ [specify] from [specify date
which is no earlier than three London business days after the
date the notice is given] whereupon (but subject as provided
in the next paragraph) all references in the Agreements will
be deemed amended accordingly.
We understand that this increase is subject to the
satisfaction of the condition set out in clause 12(2) of the
Programme Agreement namely that each Dealer shall have
received and found satisfactory all the documents and
confirmations described in the Part II of the Initial
Documentation List (with such changes as may be relevant, with
reference to the circumstances at the time of the proposed
increase, as are agreed between the Issuer and the Dealers)
and the delivery of any further conditions precedent that any
of the Dealers may reasonably require.
You must notify the Arranger and ourselves within three London
business days of receipt by you of those documents and
confirmations and, if applicable, further conditions precedent
if you consider (in your reasonable opinion) such documents,
confirmations and, if applicable, such further conditions
precedent to be unsatisfactory and, in the absence of such
notification, you will be deemed to consider such documents
and confirmations to be satisfactory and such further
conditions precedent to be satisfied.
Terms used in this letter have the meanings given to them in
the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
<PAGE>
APPENDIX E
FORM OF SUBSCRIPTION AGREEMENT
INTERNATIONAL LEASE FINANCE CORPORATION
[DESCRIPTION OF ISSUE]
[DATE]
To: [Names of Dealers]
(the "Managers")
c/o [Name of Lead Manager]
(the "Lead Manager")
cc: CITIBANK, N.A.
as Agent
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer")
proposes to issue [DESCRIPTION OF ISSUE] (the "Notes")
pursuant to the U.S.$2,000,000,000 Euro Medium Term Note
Programme established by it. The terms of the issue shall be
as set out in the form of Pricing Supplement attached to this
Agreement as Annexe A.
This Agreement is supplemental to the Programme Agreement (the
"Programme Agreement") dated 4th June, 1999 made between the
Issuer and the Dealers party thereto. All terms with initial
capitals used herein without definition have the meanings
given to them in the Programme Agreement.
We wish to record the arrangements agreed between us in
relation to the issue:
1. This Agreement appoints each Manager which is not a party
to the Programme Agreement (each a "New Dealer") as a New
Dealer in accordance with the provisions of clause 11 of
the Programme Agreement for the purposes of the issue of
the Notes. The Lead Manager confirms that it is in
receipt of the documents referenced below:
(i) a copy of the Programme Agreement; and
(ii) a copy of such of the documents referred to in Part
I of Appendix A of the Programme Agreement as the
Lead Manager (on behalf of the Managers) has
requested and has confirmed with each New Dealer
that it has found them to be satisfactory or (in the
case of any or all of the documents referred to in
(ii)) has waived such production.
For the purposes of the Programme Agreement the details
of the Lead Manager for service of notices are as
follows:
<PAGE>
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the Issuer appointing each New Dealer
as a Dealer in respect of the Notes under the Programme
Agreement, each New Dealer hereby undertakes, for the
benefit of the Issuer, the Lead Manager (for itself and
each of the other Dealers) and the Managers, that, in
relation to the issue of the Notes, it will perform and
comply with all the duties and obligations expressed to
be assumed by a Dealer under the Programme Agreement, a
copy of which it acknowledges it has received from the
Lead Manager. The Issuer hereby confirms that each New
Dealer shall be vested with all authority, rights,
powers, duties and obligations of a Dealer in relation to
the issue of the Notes as if originally named as a Dealer
under the Programme Agreement provided that following the
Issue Date of the Notes each New Dealer shall have no
further such authority, rights, powers, duties or
obligations except such as may have accrued or been
incurred prior to, or in connection with, the issue of
the Notes.
2. Subject to the terms and conditions of the Programme
Agreement and this Agreement the Issuer hereby agrees to
issue the Notes and the Managers jointly and severally
agree to subscribe or procure subscribers for the Notes
at a price of [specify] per cent. of the principal amount
of the Notes (the "Purchase Price"), being the issue
price of [specify] per cent. less a selling
[commission/concession] of [specify] per cent. of such
principal amount and a combined management and
underwriting commission of [specify] per cent. of such
principal amount.
3. The settlement procedures set out in Part [1/2] of Annexe
A to the Procedures Memorandum shall apply as if set out
in this Agreement provided that, for the purposes of this
Agreement:
(i) the sum payable on the Issue Date shall represent
the Purchase Price less any amount payable in
respect of Managers' expenses as provided in the
agreement referred to in clause 4 of this
Agreement);
(ii) "Issue Date" means [specify] a.m. ([specify] time)
on [specify] or such other time and/or date as the
Issuer and the Lead Manager on behalf of the
Managers may agree; and
(iii) "Payment Instruction Date" means the Issue Date
unless there is to be a pre-closing for the issue in
which case it means the business day (being a day on
which banks and foreign exchange markets are open
for business in London) prior to the Issue Date.
4. The arrangements in relation to expenses have been
separately agreed between the Issuer and the Lead
Manager.
5. The obligation of the Managers to purchase the Notes is
conditional upon:
(i) the conditions set out in clause 3(2) (other than
that set out in clause 3(2)(f)) of the Programme
Agreement being satisfied as of the Payment
Instruction Date (on the basis that the references
therein to "relevant Dealer" shall be construed as
references to the Lead Manager) and without
prejudice to the aforesaid, the Offering Circular
dated [specify] [, as supplemented by [ ],]
containing all material information relating to the
assets and liabilities, financial position and
profits and losses of the Issuer and nothing having
happened or being expected to happen which would
<PAGE>
require the Offering Circular [, as so
supplemented,] to be [further] supplemented or
updated; and
(ii) the delivery to the Lead Manager on the Payment
Instruction Date of:
(A) legal opinions addressed to the Managers dated
the Payment Instruction Date in such form and
with such contents as the Lead Manager, on
behalf of the Managers, may reasonably require
from the general counsel of the Issuer,
O'Melveny & Myers LLP, the legal advisers to
the Issuer and Allen & Overy, the legal
advisers to the Managers;
(B) a certificate dated as at the Payment
Instruction Date signed by a duly authorised
officer of the Issuer giving confirmation to
the effect stated in paragraph (i) of this
clause;
(C) a comfort letter dated the Payment Instruction
Date from the independent auditors of the
Issuer, in such form and with such content as
the Managers may reasonably request; and
(D) such other conditions precedent as the Lead
Manager may require.
If any of the foregoing conditions is not satisfied on or
before the Payment Instruction Date, this Agreement shall
terminate on such date and the parties hereto shall be
under no further liability arising out of this Agreement
(except for any liability of the Issuer in relation to
expenses as provided in the agreement referred to in
clause 4 and except for any liability arising before or
in relation to such termination), provided that the Lead
Manager, on behalf of the Managers, may in its discretion
waive any of the aforesaid conditions (other than the
condition precedent contained in clause 3(2)(c) of the
Programme Agreement) or any part of them.
6. The Lead Manager, on behalf of the Managers, may, by
notice to the Issuer, terminate this Agreement at any
time prior to payment of the net purchase money to the
Issuer if in the opinion of the Lead Manager after
consultation with the Issuer, if practicable, there shall
have been such a change in national or international
financial, political or economic conditions or currency
exchange rates or exchange controls as would in its view
be likely to prejudice materially the success of the
offering and distribution of the Notes or dealings in the
Notes in the secondary market and, upon such notice being
given, the parties to this Agreement shall (except for
any liability of the Issuer in relation to expenses as
provided in the agreement referred to in clause 4 of this
Agreement and except for any liability arising before or
in relation to such termination) be released and
discharged from their respective obligations under this
Agreement.
7. Clause 20 of the Programme Agreement shall also apply to
this Agreement as if expressly incorporated herein.
8. This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may
enter into this Agreement by executing a counterpart.
<PAGE>
Please confirm that this letter correctly sets out the
arrangements agreed between us.
Yours faithfully,
For: INTERNATIONAL LEASE FINANCE CORPORATION
By:
We agree to the foregoing.
For: [NAMES OF MANAGERS]
By:
<PAGE>
ANNEXE A TO THE SUBSCRIPTION AGREEMENT
[Form of Pricing Supplement]
Applicable Pricing Supplement
Set out below is the form of Pricing Supplement which will
be completed for each Tranche of Notes issued under the Programme.
[Date]
International Lease Finance Corporation
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the U.S. $2,000,000,000
Euro Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the
issue of Notes described herein. Terms used herein shall be deemed to
be defined as such for the purposes of the Conditions set forth in the
Offering Circular dated 4 June, 1999. This Pricing Supplement must be
read in conjunction with such Offering Circular and the Offering
Circular Addendum (as defined in such Offering Circular).
[Include whichever of the following apply or specify as "Not
Applicable" (N/A). Note that the numbering should remain as set out
below, even if "Not Applicable" is indicated for individual paragraphs
or sub-paragraphs.]
1. Issuer: International Lease Finance
Corporation
2. [(i)] Series Number: [ ]
[(ii) Tranche Number: [ ]
(If fungible with an existing
Series, details of that Series,
including the date on which the
Notes become fungible)]
3. Specified Currency or [ ]
Currencies:
4. Aggregate Nominal Amount:
- Tranche: [ ]
- Series: [ ]
5. Issue Price of Tranche: [ ] per cent.
6. Specified Denominations: [ ]
[ ]
7. [(i)] Issue Date: [ ]
[(ii) Interest Commencement
Date(if different from
the Issue Date): [ ]]
<PAGE>
8. Maturity Date: [Fixed rate - specify date/Floating
rate - Interest Payment Date
falling in or nearest to [specify
month]]
9. Interest Basis: [[ ] per cent. Fixed Rate]
[[LIBOR/EURIBOR] + or - [ ] per cent.
Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[specify other]
(further particulars specified
below)
10. Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Instalment]
[specify other]
11. Change of Interest Basis [Specify details of any provision
or Redemption/Payment Basis: for change of Notes into another
Interest Basis or
Redemption/Payment Basis]
12. Put/Call Options: [Investor Put]
[Issuer Call]
[(further particulars specified
below)]
13. Listing: [Luxembourg/specify other/None]
14. Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Rate[(s)] of Interest: [ ] per cent. per annum [payable
[annually/semi-annually/quarterly]
in arrear]
(ii) Interest Payment
Date(s): [ ] in each year
(iii) Fixed Coupon
Amount(s): [ ] per [ ] in nominal amount
(iv) Broken Amount(s): [Insert particulars of any initial
or final broken interest amounts
which do not correspond with the
Fixed Coupon Amount]
(v) Fixed Day Count
Fraction (subject
to paragraph 29): [30/360 or Actual/Actual or specify
other]
(vi) Other terms relating
to the method of
calculating interest
for Fixed Rate Notes: [None/Give details]
16. Floating Rate Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
<PAGE>
(i) Specified Period(s)/
Specified Interest
Payment Dates: [ ]
(ii) Business Day
Convention: [Floating Rate Convention/Following
Business Day Convention/Modified
Following Business Day Convention/
Preceding Business Day Convention/
[specify other]]
(iii) Additional Business [ ]
Centre(s)
(iv) Manner in which the
Rate of Interest and
Interest Amount is [Screen Rate Determination/ISDA
to be determined: Determination/specify other]
(v) Party responsible for
calculating the Rate
of Interest and
Interest Amount (if
not the Agent): [ ]
(vi) Screen Rate
Determination:
- Reference Rate: [ ]
(Either LIBOR, EURIBOR or other,
although additional information is
required if other - including the
fallback provisions in the Agency
Agreement)
- Interest
Determination
Date(s): [ ]
(Second London business day prior
to the start of each Interest
Period if LIBOR other than euro
LIBOR or Sterling LIBOR and first
day of each Interest Period if
Sterling LIBOR and second day on
which the TARGET System is open
prior to the start of each Interest
Period if EURIBOR or euro LIBOR)
- Relevant Screen
Page: [ ]
(In the case of EURIBOR, if not
Telerate 248 ensure it is a page
which shows a composite rate)
(vii) ISDA Determination:
- Floating Rate
Option: [ ]
- Designated Maturity: [ ]
- Reset Date: [ ]
(viii) Margin(s): [+ or -][ ] per cent. per annum
(ix) Minimum Rate of
Interest: [ ] per cent. per annum
(x) Maximum Rate of
Interest [ ] per cent. per annum
(xi) Day Count Fraction: [ ]
<PAGE>
(xii) Fallback provisions,
rounding provisions
and any other terms
relating to the method
of calculating interest
on Floating Rate Notes,
if different from those
set out in the
Conditions: [ ]
17. Zero Coupon Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Accrual Yield: [ ] per cent. per annum
(ii) Reference Price: [ ]
(iii) Any other formula/
basis of determining
amount payable: [ ] (Consider applicable day count
fraction if euro denominated)
(iv) Day Count Fraction in
relation to Early
Redemption Amounts
and late payment: [Condition 6(e)(iii) and
6(j)/specify other]
18. Index Linked Interest [Applicable/Not Applicable]
Note Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent
responsible for
calculating the
principal and/or
interest due: [ ]
(iii) Provisions for
determining coupon
where calculation by
reference to Index
and/or Formula is
impossible or
impracticable: [ ]
(iv) Specified Period(s)/
Specified Interest
Payment Dates: [ ]
(v) Business Day
Convention: [Floating Rate Convention/Following
Business Day
Convention/Modified Following
Business Day
Convention/Preceding Business Day
Convention/specify other]
(vi) Additional Business
Centre(s): [ ]
(vii) Minimum Rate of
Interest: [ ] per cent. per annum
(viii) Maximum Rate of
Interest: [ ] per cent. per annum
(ix) Day Count Fraction: [ ]
<PAGE>
19. Dual Currency Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Rate of Exchange/
method of calculating
Rate of Exchange: [give details]
(ii) Calculation Agent, if
any, responsible for
calculating the
principal and/or
interest payable: [ ]
(iii) Provisions applicable
where calculation by
reference to Rate of
Exchange impossible or
impracticable: [ ]
(iv) Person at whose option
Specified Currency(ies)
is/are payable: [ ]
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption
Date(s): [ ]
(ii) Optional Redemption
Amount(s) and method,
if any, of calculation
of such amount(s): [ ]
(iii) If redeemable in part:
(a) Minimum Redemption
Amount: [ ]
(b) Higher Redemption
Amount: [ ]
(iv) Notice period (if
other than as set out
in the Conditions): [ ]
21. Investor Put [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption
Date(s): [ ]
(ii) Optional Redemption
Amount(s) and method,
if any, of calculation
of such amount(s): [ ]
(iii) Notice period (if
other than as set out
in the Conditions): [ ]
22. Final Redemption Amount [Par/specify other/see Appendix]
<PAGE>
23. Early Redemption Amount(s)
payable on redemption for
taxation reasons or on event
of default and/or the method
of calculating the same (if
required or if different from
that set out in Condition
6(e)): [ ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: [Temporary Global Note exchangeable
for a Permanent Global Note which
is exchangeable for Definitive
Notes on 60 days' notice given at
any time] or
[Exchangeable into Definitive Notes
upon [specify notice period]]
25. Additional Financial
Centre(s) or other special [Not Applicable/give details]
provisions relating (Note that this item relates to the
to Payment Dates: place of payment and not Interest
Period end dates to which item
16(iii) relates))
26. Talons for future Coupons
or Receipts to be attached
to Definitive Notes (and
dates on which such Talons
mature): [Yes/N. If yes, give details]
27. Details relating to Party
Paid Notes: amount of
each payment comprising the
Issue Price and date on
which each payment is to be
made and consequences of
failure to pay, including
any right of the Issuer to
forfeit the Notes and
interest due on late
payment: [Not Applicable/give details]
28. Details relating to
Instalment Notes: amount
of each instalment, date on
which each payment is to be
made: [Not Applicable/give details]
29. Redenomination: Redenomination [not] applicable
(if Redenomination is applicable,
specify either the applicable Fixed
Day Count Fraction or any
provisions necessary to deal with
floating rate interest calculation
(including alternative reference
rates))
30. Other terms or special [Not Applicable/give details]
conditions:
DISTRIBUTION
31. (i) If syndicated, names
of Managers: [Not Applicable/give names]
(ii) Stabilising Manager (if
any): [Not Applicable/give name]
<PAGE>
32. If non-syndicated, name of
relevant Dealer: [ ]
33. Additional selling [Not Applicable/give details]
restrictions:
OPERATIONAL INFORMATION
34. Any clearing system(s)
other than Euroclear and
Cedelbank and the relevant [Not Applicable/give name(s) and
identification number(s): number (s)]
35. Delivery: Delivery [against/free of] payment
36. Additional Paying [ ]
Agent(s) (if any):
37. If Paris Bourse listed,
insert: [ ]
(a) Sicovam SA number(s): [insert name and address]
(b) Paying Agent in
France:
(c)(i) address in Paris
where relevant
documents will be
made available for
inspection or receipt
(free of charge): [insert address]
(ii) list of such
documents
available for
inspection or
receipt (free of
charge): [insert list]
(d) Specialist broker: [ ]
(e) a summary in French of
the principal terms of
the issue
(caracteristiques
principales)
(f) a statement in French
signed manually by a
person duly authorised
on behalf of the Issuer
and the relevant Dealer
or, in the case of a
syndicated issue of Notes,
the relevant Lead Manager
or other Dealer, accepting
responsibility for the
information contained in
the Pricing Supplement, in
the following form:
PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA PRESENTE NOTE
D'INFORMATION COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING
SUPPLEMENT) [DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE VISA
NO. [ ] DU [DATE]] ET DU DOCUMENT DE BASE (OFFERING CIRCULAR) ET DU
DOCUMENT DE BASE ADDENDUM (OFFERING CIRCULAR ADDENDUM)
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conformes a la realite et ne comportent pas
d'omission de nature a en alterer la portee.
Aucun element nouveau [(autres que ceux mentionnes dans la presente
Note d'Operation) intervenu depuis:
- - le [ ], date du no. P99 - [ ] appose par la Commission des
Operations de Bourse sur le Document de Base,
<PAGE>
- - le [ ], date du no. P99 - [ ] appose par la Commission des
Operations de Bourse sur le Document de Base Addendum,
- - [le [ ], date du visa no. [ ] appose par la Commission des
Operations de Bourse sur la Note d'Information datee du [ ],]
n'est susceptible de affecter de maniere significative la situation
financiere de l'emetteur dans le contexte de la presente emission.
International Lease Finance Corporation
By___________________________
[Name and title of signatory]
2. Au no de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information.
[name of the relevant Delaer/Lead Manager]
By___________________________
[Name and title of signatory]
La notice legale sera publiee au Bulletin des Annonces Legales
Obligatoires (BALO) du [date].
COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations eventuellement
emises dans le cadre de ce Programme, et par application des
articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967
telle que modifiee, la Commission des Operations de Bourse a
enregistre le Document de Base sous le no. P99 - [ ] du [date], le
Document de Base Addendum sous le no. P99 - [ ] du [date] et a
appose sur la presente Note d'Information le visa no. [ ] du
[date].
_________________________________
38. ISIN: [ ]
Common Code: [ ]
_________________________________
LISTING APPLICATION
This Pricing Supplement comprises the details required to list
the issue of Notes described herein pursuant to the listing of the
U.S.$2,000,000,000 Euro Medium Term Note Programme of International
Lease Finance Corporation.
<PAGE>
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in this Pricing Supplement.
Signed on behalf of the Issuer:
By_____________________________
Duly authorised
If the applicable Pricing Supplement specifies any modification
to the Terms and Conditions of the Notes as described herein, it is
envisaged that, to the extent that such modification relates only to
Conditions 1, 4, 5, 6 (except Condition 6(b), 10, 11, 12, 13
(insofar as such Notes are not listed on any stock exchange) or 15,
they will not necessitate the preparation of a supplement to the
Offering Circular. If the Terms and Conditions of the Notes of any
Series are to be modified in any other respect, a supplement to the
Offering Circular will be prepared, if appropriate.
<PAGE>
SIGNATORIES
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
The Issuer
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ ALAN H. LUND
-------------------------
/s/ PAMELA S. HENDRY
-------------------------
The Dealers
COMMERZBANK AKTIENGESELLSCHAFT
GOLDMAN SACHS INTERNATIONAL
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
SOCIETE GENERALE
UBS AG, acting through its division WARBURG DILLON READ
Each by its duly authorised signatory:
/s/ MARTIN GOLDBERG
- ------------------------
<PAGE>
CONFORMED COPY
Dated 4th June, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
____________________________________
AGENCY AGREEMENT
____________________________________
ALLEN & OVERY
London
ICM:336688.9
<PAGE>
CONTENTS
Clause Page
1. Definitions and Interpretation.............................1
2. Appointment of Agents .....................................6
3. Issue of Global Notes......................................7
4. Exchange of Global Notes...................................8
5. Determination of End of Distribution Compliance Period.....9
6. Terms of Issue............................................10
7. Payments..................................................11
8. Determinations and Notifications in Respect of Notes......12
and Interest Determination................................14
9. Notice of any Withholding or Deduction....................14
10. Duties of the Paying Agents in Connection with Early
Redemption................................................15
11. Receipt and Publication of Notices........................16
12. Cancellation of Notes, Receipts, Coupons and Talons.......16
13. Issue of Replacement Notes, Receipts, Coupons and Talons..17
14. Copies of Documents Available for Inspection..............18
15. Meetings of Noteholders...................................18
16. Commissions and Expenses..................................18
17. Indemnity.................................................19
18. Responsibility of the Paying Agents.......................19
19. Conditions of Appointment.................................19
20. Communication Between the Parties.........................20
21. Changes in Paying Agents..................................20
22. Merger and Consolidation..................................22
23. Notification of Changes to Paying Agents..................22
24. Change of Specified Office................................22
25. Communications............................................23
26. Taxes and Stamp Duties....................................23
27. Amendments................................................23
28. Descriptive Headings......................................23
29. Governing Law and Submission to Jurisdiction..............24
30. Counterparts..............................................24
SCHEDULES
Schedule 1 Form of Calculation Agency Agreement..............25
Schedule 2 Terms and Conditions of the Notes.................32
Schedule 3 Form of Put Notice................................52
Schedule 4 Provisions for Meetings of Noteholders............53
Schedule 5 Forms of Global and Definitive Notes, Receipts,
Coupons and Talons................................60
Signatories....................................................86
<PAGE>
AGENCY AGREEMENT
in respect of a
U.S. $2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on 4th June, 1999 BETWEEN:
(1) INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer");
(2) CITIBANK, N.A. (the "Agent", which expression shall
include any successor agent appointed in accordance with
clause 21); and
(3) BANQUE INTERNATIONALE a LUXEMBOURG S.A. of 69, route
d'Esch, L-2953 Luxembourg and CITIBANK (SWITZERLAND) of
Bahnhofstrasse 63, CH-8021 Zurich, Switzerland (together
with the Agent, the "Paying Agents" and each a "Paying
Agent", which expression shall include any additional or
successor paying agent appointed in accordance with
clause 21).
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) Terms and expressions defined in the Programme Agreement
or the Notes or used in the applicable Pricing Supplement
shall have the same meanings in this Agreement, except
where the context requires otherwise or unless otherwise
stated.
(2) Without prejudice to the foregoing:
"Calculation Agency Agreement" in relation to any Series
of Notes means an agreement in or substantially in the
form of Schedule 1;
"Calculation Agent" means, in relation to the Notes of
any Series, the person appointed as calculation agent in
relation to such Notes by the Issuer pursuant to the
provisions of a Calculation Agency Agreement (or any
other agreement) and shall include any successor
calculation agent appointed in respect of such Notes;
"Conditions" means, in relation to the Notes of any
Series, the terms and conditions endorsed on or
incorporated by reference into the Note or Notes
constituting such Series, such terms and conditions being
in or substantially in the form set out in Schedule 2 or
in such other form, having regard to the terms of the
Notes of the relevant Series, as may be agreed between
the Issuer, the Agent and the relevant Dealer as modified
and supplemented by the applicable Pricing Supplement;
"Coupon" means an interest coupon appertaining to a
Definitive Note (other than a Zero Coupon Note), such
coupon being:
(i) if appertaining to a Fixed Rate Note, in the form or
substantially in the form set out in Part IVA of
Schedule 5 or in such other form, having regard to
the terms of issue
<PAGE>
of the Notes of the relevant
Series, as may be agreed between the Issuer, the
Agent and the relevant Dealer; or
(ii) if appertaining to a Floating Rate Note or an Index
Linked Interest Note, in the form or substantially
in the form set out in Part IVB of Schedule 5 or in
such other form, having regard to the terms of issue
of the Notes of the relevant Series, as may be
agreed between the Issuer, the Agent and the
relevant Dealer; or
(iii) if appertaining to a Definitive Note which is
neither a Fixed Rate Note nor a Floating Rate Note
nor an Index Linked Interest Note, in such form as
may be agreed between the Issuer, the Agent and the
relevant Dealer,
and includes, where applicable, the Talon(s) appertaining
thereto and any replacements for Coupons and Talons
issued pursuant to Condition 10;
"Couponholders" means the several persons who are for the
time being holders of the Coupons and shall, unless the
context otherwise requires, include the holders of
Talons;
"Definitive Note" means a Note in definitive form issued
or, as the case may require, to be issued by the Issuer
in accordance with the provisions of the Programme
Agreement or any other agreement between the Issuer and
the relevant Dealer in exchange for a Global Note or part
thereof, such Definitive Note being in or substantially
in the form set out in Part III of Schedule 5 with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer and having the
Conditions endorsed thereon or, if permitted by the
relevant Stock Exchange and agreed by the Issuer and the
relevant Dealer, incorporated therein by reference and
having the applicable Pricing Supplement (or the relevant
provisions thereof) either incorporated therein or
endorsed thereon and (except in the case of a Zero Coupon
Note) having Coupons and, where appropriate, Receipts
and/or Talons attached thereto on issue;
"Distribution Compliance Period" has the meaning given to
such term in Regulation S under the Securities Act;
"Dual Currency Note" means a Note in respect of which
payments of principal and/or interest are made or to be
made in such different currencies, and at rates of
exchange calculated upon such basis or bases, as the
Issuer and the relevant Dealer may agree, as indicated in
the applicable Pricing Supplement;
"Euroclear" means Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear
System;
"Fixed Rate Note" means a Note on which interest is
calculated at a fixed rate payable in arrear on a fixed
date or dates in each year and on redemption or on such
other dates as may be agreed between the Issuer and the
relevant Dealer, as indicated in the applicable Pricing
Supplement;
"Floating Rate Note" means a Note on which interest is
calculated at a floating rate, payable on an Interest
Payment Date or Interest Payment Dates as may be agreed
between the Issuer and the relevant Dealer, as indicated
in the applicable Pricing Supplement;
"Global Note" means a Temporary Global Note and/or a
Permanent Global Note, as the context may require;
<PAGE>
"Index Linked Interest Note" means a Note in respect of
which the amount in respect of interest payable is
calculated by reference to an index and/or a formula as
the Issuer and the relevant Dealer may agree, as
indicated in the applicable Pricing Supplement;
"Index Linked Note" means an Index Linked Interest Note
and/or an Index Linked Redemption Note, as applicable;
"Index Linked Redemption Note" means a Note in respect of
which the amount in respect of principal payable is
calculated by reference to an index and/or a formula as
the Issuer and the relevant Dealer may agree, as
indicated in the applicable Pricing Supplement;
"Interest Commencement Date" means, in the case of
interest-bearing Notes, the date specified in the
applicable Pricing Supplement from and including which
such Notes bear interest, which may or may not be the
Issue Date;
"Issue Date" means, in respect of any Note, the date of
issue and purchase of such Note pursuant to clause 2 of
the Programme Agreement or any other agreement between
the Issuer and the relevant Dealer being, in the case of
any Definitive Note represented initially by a Global
Note, the same date as the date of issue of the Global
Note which initially represented such Note;
"Issue Price" means the price, generally expressed as a
percentage of the nominal amount of the Notes, at which
the Notes will be issued;
"Note" means a note issued or to be issued by the Issuer
pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Noteholders" means the several persons who are for the
time being the bearers of Notes save that, in respect of
the Notes of any Series, for so long as such Notes or any
part thereof are represented by a Global Note held on
behalf of Euroclear and Cedelbank, each person (other
than Euroclear or Cedelbank) who is for the time being
shown in the records of Euroclear or of Cedelbank as the
holder of a particular nominal amount of the Notes of
such Series (in which regard any certificate or other
document issued by Euroclear or Cedelbank as to the
nominal amount of such Notes standing to the account of
any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be
deemed to be the holder of such nominal amount of such
Notes (and the holder of the relevant Global Note shall
be deemed not to be the holder) for all purposes other
than with respect to the payment of principal or interest
on such Notes, for which purpose the bearer of the
relevant Global Note shall be treated by the Issuer and
any Paying Agent as the holder of such Notes in
accordance with and subject to the terms of the relevant
Global Note and the expressions "Noteholder", "holder of
Notes" and related expressions shall be construed
accordingly;
"outstanding" means, in relation to the Notes of any
Series, all the Notes issued other than:
(a) those Notes which have been redeemed and cancelled
pursuant to the Conditions;
(b) those Notes in respect of which the date for
redemption in accordance with the Conditions has
occurred and the redemption moneys wherefor
(including all interest (if any) accrued thereon to
the date for such redemption and any interest (if
any) payable under the Conditions after such date)
have been duly paid to or to the order of the Agent
in the manner provided herein (and where appropriate
notice to that
<PAGE>
effect has been given to the relevant
Noteholders in accordance with the Conditions) and
remain available for payment against presentation of
the relevant Notes and/or Receipts and/or Coupons;
(c) those Notes which have been purchased and cancelled
in accordance with the Conditions;
(d) those Notes in respect of which claims have become
prescribed under the Conditions;
(e) those mutilated or defaced Notes which have been
surrendered and cancelled and in respect of which
replacements have been issued pursuant to the
Conditions;
(f) (for the purpose only of ascertaining the nominal
amount of the Notes outstanding and without
prejudice to the status for any other purpose of the
relevant Notes) those Notes which are alleged to
have been lost, stolen or destroyed and in respect
of which replacements have been issued pursuant to
the Conditions; and
(g) any Temporary Global Note to the extent that it
shall have been exchanged for Definitive Notes or a
Permanent Global Note and any Permanent Global Note
to the extent that it shall have been exchanged for
Definitive Notes in each case pursuant to its
provisions,
PROVIDED THAT for each of the following purposes, namely:
(i) the right to attend and vote at any meeting of the
Noteholders of the Series; and
(ii) the determination of how many and which Notes of the
Series are for the time being outstanding for the
purposes of Condition 14 and paragraphs 2, 5 and 6
of Schedule 4,
those Notes (if any) which are for the time being held
by, for the benefit of, or on behalf of, the Issuer or
any Subsidiary of the Issuer shall (unless and until
ceasing to be so held) be deemed not to remain
outstanding;
"Permanent Global Note" means a global note in the form
or substantially in the form set out in Part II of
Schedule 5 together with the copy of the applicable
Pricing Supplement attached thereto with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer, comprising
some or all of the Notes of the same Series issued by the
Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Programme Agreement" means the programme agreement dated
the date of this Agreement between the Issuer and the
Dealers named in it;
"Put Notice" means a notice in the form set out in
Schedule 3;
"Receipt" means a receipt attached on issue to a
Definitive Note redeemable in instalments for the payment
of an instalment of principal, such receipt being in or
substantially in the form set out in Part V of Schedule 5
or in such other form as may be agreed between the
Issuer, the Agent and the relevant Dealer and includes
any replacements for Receipts issued pursuant to
Condition 10;
<PAGE>
"Receiptholders" means the several persons who are for
the time being holders of the Receipts;
"Reference Banks" means, in the case of a determination
of LIBOR, the principal London office of four major
banks in the London inter-bank market and, in the case
of a determination of EURIBOR, the principal Euro-zone
office of four major banks in the Euro-zone inter-bank
market, in each case selected by the Agent or as
specified in the applicable Pricing Supplement;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"Series" means a Tranche of Notes together with any
further Tranche or Tranches of Notes which are (i)
expressed to be consolidated and form a single series and
(ii) identical in all respects (including as to listing)
except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices and the
expressions "Notes of the relevant Series" and "holders
of Notes of the relevant Series" and related expressions
shall be construed accordingly;
"Specified Time" means 11:00 a.m. (London time, in the
case of a determination of LIBOR, or Brussels time, in
the case of a determination of EURIBOR);
"Talon" means a talon attached on issue to a Definitive
Note (other than a Zero Coupon Note) which is
exchangeable in accordance with the provisions therein
contained for further Coupons appertaining to such Note,
such talon being in or substantially in the form set out
in Part VI of Schedule 5 or in such other form as may be
agreed between the Issuer, the Agent and the relevant
Dealer and includes any replacements for Talons issued
pursuant to Condition 10;
"Temporary Global Note" means a global note in the form
or substantially in the form set out in Part I of
Schedule 5 together with the copy of the applicable
Pricing Supplement attached thereto with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer, comprising
some or all of the Notes of the same Series issued by the
Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Tranche" means Notes which are identical in all respects
(including as to listing); and
"Zero Coupon Note" means a Note on which no interest is
payable.
(3) Words denoting the singular number only shall include the
plural number also and vice versa, words denoting one
gender only shall include the other gender and words
denoting persons only shall include firms and
corporations and vice versa.
(4) All references in this Agreement to costs or charges or
expenses shall include any value added tax or similar tax
charged or chargeable in respect thereof.
(5) Any references to Notes shall, unless the context
otherwise requires, include any Global Note representing
such Notes.
(6) For the purposes of this Agreement, the Notes of each
Series shall form a separate series of Notes and the
provisions of this Agreement shall apply mutatis mutandis
separately and independently to the Notes of each Series
and in this Agreement the expressions "Notes",
<PAGE>
"Noteholders", "Receipts", "Receiptholders", "Coupons",
"Couponholders", "Talons" and related expressions shall
be construed accordingly.
(7) All references in this Agreement to principal and/or
interest or both in respect of the Notes or to any moneys
payable by the Issuer under this Agreement shall be
construed in accordance with Condition 5(g).
(8) All references in this Agreement to the "relevant
currency" shall be construed as references to the
currency or composite currency in which payments in
respect of the relevant Notes and/or Coupons are to be
made, according to the terms thereof, if relevant.
(9) In this Agreement, clause headings are inserted for
convenience and ease of reference only and shall not
affect the interpretation of this Agreement. All
references in this Agreement to the provisions of any
statute shall be deemed to be references to that statute
as from time to time modified, extended, amended or re-
enacted or to any statutory instrument, order or
regulation made thereunder or under such re-enactment.
(10) All references in this Agreement to an agreement,
instrument or other document (including, without
limitation, this Agreement, the Programme Agreement, the
Procedures Memorandum, the Notes and any Conditions
appertaining thereto, the Receipts and the Coupons) shall
be construed as a reference to that agreement, instrument
or document as the same may be amended, modified, varied
or supplemented from time to time.
(11) Any references herein to Euroclear and/or Cedelbank
shall, whenever the context so permits, be deemed to
include a reference to any additional or alternative
clearing system (including, in the case of Notes listed
on the Paris Bourse, Sicovam SA and the Intermediaries
financiers liabilites authorised to maintain accounts
therein) approved by the Issuer and the Agent.
2. APPOINTMENT OF AGENTS
(1) The Agent is hereby appointed, and the Agent hereby
agrees to act, as agent of the Issuer, upon the terms and
subject to the conditions set out below, for the purposes
of, inter alia:
(a) completing, authenticating and delivering Temporary
Global Notes and Permanent Global Notes and (if
required) authenticating and delivering Definitive
Notes;
(b) exchanging Temporary Global Notes for Permanent
Global Notes or Definitive Notes, as the case may
be, in accordance with the terms of such Temporary
Global Notes and making all notations on such
Temporary Global Notes required in accordance with
their terms;
(c) exchanging Permanent Global Notes for Definitive
Notes in accordance with the terms of such Permanent
Global Notes and making all notations on such
Permanent Global Notes required in accordance with
their terms;
(d) paying sums due on Global Notes, Definitive Notes,
Receipts and Coupons;
(e) exchanging Talons for Coupons in accordance with the
Conditions;
(f) determining the end of the Distribution Compliance
Period applicable to each Tranche in accordance with
clause 5 below;
<PAGE>
(g) unless otherwise specified in the applicable Pricing
Supplement, determining the interest and/or other
amounts payable in respect of the Notes in
accordance with the Conditions;
(h) arranging on behalf of and at the expense of the
Issuer for notices to be communicated to the
Noteholders in accordance with the Conditions;
(i) ensuring that, as directed by the Issuer, all
necessary action is taken to comply with any
reporting requirements of any competent authority in
respect of any relevant currency as may be in force
from time to time with respect to the Notes to be
issued under the Programme;
(j) subject to the Procedures Memorandum, submitting to
the relevant Stock Exchange such number of copies of
each Pricing Supplement which relates to Notes which
are to be listed as the relevant Stock Exchange may
reasonably require;
(k) acting as Calculation Agent in respect of Notes
where named as such in the applicable Pricing
Supplement; and
(1) performing all other obligations and duties imposed
upon it by the Conditions and this Agreement.
(2) Each Paying Agent is hereby appointed, and each Paying
Agent hereby agrees to act, as paying agent of the
Issuer, upon the terms and subject to the conditions set
out below, for the purposes of paying sums due on any
Notes, Receipts and Coupons and performing all other
obligations and duties imposed upon it by the Conditions
and this Agreement.
3. ISSUE OF GLOBAL NOTES
(1) Subject to subclause (3) below, following receipt of a
faxed copy of a Pricing Supplement signed by the Issuer,
the Issuer hereby authorises the Agent and the Agent
hereby agrees, to take the steps required of the Agent in
the Procedures Memorandum.
(2) For the purpose of subclause (1), the Agent will, inter
alia, on behalf of the Issuer:
(a) prepare a Temporary Global Note by attaching a copy
of the applicable Pricing Supplement to a copy of
the signed master Temporary Global Note;
(b) authenticate such Temporary Global Note;
(c) deliver such Temporary Global Note to the
specified common depositary of Euroclear and
Cedelbank against receipt from the common depositary
of confirmation that such common depositary is
holding the Temporary Global Note in safe custody
for the account of Euroclear and Cedelbank and
instruct Euroclear or Cedelbank or both of them (as
the case may be) unless otherwise agreed in writing
between the Agent and the Issuer (A) in the case of
Notes issued on a non-syndicated basis, to credit
the Notes represented by such Temporary Global Note
to the Agent's distribution account, and (B) in the
case of Notes issued on a syndicated basis, to hold
the Notes represented by such Temporary Global Note
to the Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned,
as applicable, security numbers (including, but not
limited to, common codes and ISINs) which are
different from the
<PAGE>
security numbers assigned to Notes of any other
Tranche of the same Series until at least expiry of
the applicable Distribution Compliance Period of
such Tranche.
(3) The Agent shall only be required to perform its
obligations under subclause (1) above if it holds:
(a) a master Temporary Global Note duly executed by a
person or persons duly authorised to execute the
same on behalf of the Issuer, which may be used by
the Agent for the purpose of preparing Temporary
Global Notes in accordance with subclause (2); and
(b) a master Permanent Global Note duly executed by a
person or persons authorised to execute the same on
behalf of the Issuer, which may be used by the Agent
for the purpose of preparing Permanent Global Notes
in accordance with clause 4 below.
4. EXCHANGE OF GLOBAL NOTES
(1) The Agent shall determine the Exchange Date for each
Temporary Global Note in accordance with the terms
thereof. Forthwith upon determining any Exchange Date,
the Agent shall notify such determination to the Issuer,
the other Paying Agents, the relevant Dealer, Euroclear
and Cedelbank. On or after the Exchange Date, the Agent
shall deliver, upon notice from Euroclear and Cedelbank,
a Permanent Global Note or Definitive Notes, as the case
may be, in accordance with the terms of the Temporary
Global Note.
(2) Where a Temporary Global Note is to be exchanged for a
Permanent Global Note, the Agent is hereby authorised by
the Issuer and instructed:
(a) in the case of the first Tranche of any Series of
Notes, to prepare and complete a Permanent Global
Note in accordance with the terms of the Temporary
Global Note applicable to such Tranche by attaching
a copy of the applicable Pricing Supplement to a
copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of
Notes, to authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of
Notes, to deliver such Permanent Global Note to the
common depositary which is holding the Temporary
Global Note applicable to such Tranche for the time
being on behalf of Euroclear and/or Cedelbank either
in exchange for such Temporary Global Note or, in
the case of a partial exchange, on entering details
of such partial exchange of the Temporary Global
Note in the relevant spaces in Schedule Two of both
the Temporary Global Note and the Permanent Global
Note; and
(d) in any other case, to attach a copy of the
applicable Pricing Supplement to the Permanent
Global Note applicable to the relevant Series and to
enter details of any exchange in whole or part as
aforesaid.
(3) Where a Global Note is to be exchanged for Definitive
Notes in accordance with its terms, the Agent is hereby
authorised by the Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance
with the provisions of this Agreement; and
<PAGE>
(b) to deliver such Definitive Notes to or to the order
of Euroclear and/or Cedelbank.
(4) Upon any exchange of all or a portion of an interest in
a Temporary Global Note for an interest in a Permanent
Global Note or upon any exchange of all or a portion of
an interest in a Global Note for Definitive Notes, the
relevant Global Note shall be endorsed by the Agent to
reflect the reduction of its nominal amount by the
aggregate nominal amount so exchanged and, where
applicable, the Permanent Global Note shall be endorsed
by the Agent or on its behalf to reflect the increase in
its nominal amount as a result of any exchange for an
interest in the Temporary Global Note. Until exchanged
in full, the holder of an interest in any Global Note
shall in all respects be entitled to the same benefits
under this Agreement as the holder of Definitive Notes,
Receipts and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions. The
Agent is hereby authorised on behalf of the Issuer (a)
to endorse or to arrange for the endorsement of the
relevant Global Note to reflect the reduction in the
nominal amount represented thereby by the amount so
exchanged and, if appropriate, to endorse the Permanent
Global Note to reflect any increase in the nominal
amount represented thereby and, in either case, to sign
in the relevant space on the relevant Global Note
recording such exchange and reduction or increase and
(b) in the case of a total exchange, to cancel or
arrange for the cancellation of the relevant Global
Note.
(5) The Agent shall notify the Issuer forthwith upon receipt
of a request for issue of Definitive Notes in accordance
with the provisions of a Global Note and the aggregate
nominal amount of such Global Note to be exchanged in
connection therewith. The Issuer undertakes to deliver
to the Agent sufficient numbers of executed Definitive
Notes with, if applicable, Receipts, Coupons and Talons
attached to enable the Agent to comply with its
obligations under this clause.
5. DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD
(1) In the case of a Tranche in respect of which there is
only one Dealer, the Agent will determine the end of the
Distribution Compliance Period in respect of such Tranche
as being the fortieth day following the date certified by
the relevant Dealer to the Agent as being the date as of
which distribution of the Notes of that Tranche was
completed.
(2) In the case of a Tranche in respect of which there is
more than one Dealer but which is not issued on a
syndicated basis, the Agent will determine the end of the
Distribution Compliance Period in respect of such Tranche
as being the fortieth day following the latest of the
dates certified by all the relevant Dealers to the Agent
as being the respective dates as of which distribution of
the Notes of that Tranche purchased by each such Dealer
was completed.
(3) In the case of a Tranche issued on a syndicated basis,
the Agent will determine the end of the Distribution
Compliance Period in respect of such Tranche as being the
fortieth day following the date certified by the Lead
Manager to the Agent as being the date as of which
distribution of the Notes of that Tranche was completed.
(4) Forthwith upon determining the end of the Distribution
Compliance Period in respect of any Tranche, the Agent
shall notify such determination to the Issuer, Euroclear,
Cedelbank and the relevant Dealer or Lead Manager, as the
case may be.
<PAGE>
6. TERMS OF ISSUE
(1) The Agent shall cause all Notes delivered to and held by
it under this Agreement to be maintained in safe custody
and shall ensure that such Notes are issued only in
accordance with the provisions of this Agreement, the
Conditions and, where applicable, the relevant Global
Notes.
(2) Subject to the procedures set out in the Procedures
Memorandum, for the purposes of clause 3, the Agent is
entitled to treat a telephone, telex or facsimile
communication from a person purporting to be (and who the
Agent believes in good faith to be) the authorised
representative of the Issuer named in the list referred
to in, or notified pursuant to, clause 19(7) below, or
any other list duly provided for such purpose by the
Issuer to the Agent, as sufficient instructions and
authority of the Issuer for the Agent to act in
accordance with clause 3.
(3) In the event that a person who has signed a master Global
Note held by the Agent on behalf of the Issuer ceases to
be authorised as described in clause 19(7), the Agent
shall (unless the Issuer gives notice to the Agent that
Notes signed by that person do not constitute valid and
binding obligations of the Issuer or otherwise until
replacements have been provided to the Agent) continue to
have authority to issue Notes signed by that person, and
the Issuer hereby warrants to the Agent that such Notes
shall be valid and binding obligations of the Issuer.
Promptly upon such person ceasing to be authorised, the
Issuer shall provide the Agent with replacement master
Global Notes and the Agent shall, upon receipt of such
replacements, cancel and destroy the master Global Notes
held by it which are signed by such person and shall
provide the Issuer with a certificate of destruction in
respect thereof, specifying the master Global Notes so
cancelled and destroyed.
(4) The Agent will provide Euroclear and/or Cedelbank with
the notifications, instructions or information to be
given by the Agent to Euroclear and/or Cedelbank.
(5) If the Agent pays an amount (the "Advance") to the Issuer
on the basis that a payment (the "Payment") has been or
will be received from a Dealer and if the Payment is not
received by the Agent on the date the Agent pays the
Issuer, the Issuer shall repay to the Agent the Advance
and shall pay interest on the Advance (or the
unreimbursed portion thereof) from (and including) the
date such Advance is made to (but excluding) the earlier
of repayment of the Advance or receipt by the Agent of
the Payment (at a rate quoted at that time by the Agent
as its cost of funding the Advance, provided that
evidence of the basis of such rate is given to the
Issuer). For the avoidance of doubt, the Agent shall not
be obliged to pay any amount to the Issuer if it has not
received satisfactory confirmation that it is to receive
such amount from a Dealer.
(6) Except in the case of issues where the Agent does not act
as receiving bank for the Issuer in respect of the
purchase price of the Notes being issued, if on the
relevant Issue Date a Dealer does not pay the full
purchase price due from it in respect of any Note (the
"Defaulted Note") and, as a result, the Defaulted Note
remains in the Agent's distribution account with
Euroclear and/or Cedelbank after such Issue Date, the
Agent will continue to hold the Defaulted Note to the
order of the Issuer. The Agent shall notify the Issuer
forthwith of the failure of the Dealer to pay the full
purchase price due from it in respect of any Defaulted
Note and, subsequently, shall (i) notify the Issuer
forthwith upon receipt from the Dealer of the full
purchase price in respect of such Defaulted Note and (ii)
pay to the Issuer the amount so received.
<PAGE>
7. PAYMENTS
(1) The Issuer will, before 10.00 a.m. (local time in the
relevant financial centre of the payment or Brussels time
in the case of a payment in euro), on each date on which
any payment in respect of any Note becomes due under the
Conditions, transfer to an account specified by the Agent
such amount in the relevant currency as shall be
sufficient for the purposes of such payment in funds
settled through such payment system as the Agent and the
Issuer may agree.
(2) Any funds paid by or by arrangement with the Issuer to
the Agent pursuant to subclause (1) shall be held in the
relevant account referred to in subclause (1) for payment
to the Noteholders, Receiptholders or Couponholders, as
the case may be, until any Notes or matured Receipts and
Coupons become void under Condition 8. In that event the
Agent shall forthwith repay to the Issuer sums equivalent
to the amounts which would otherwise have been repayable
on the relevant Notes, Receipts or Coupons.
(3) The Issuer will ensure that no later than 10.00 a.m.
(London time) on the second Business Day (as defined
below) immediately preceding the date on which any
payment is to be made to the Agent pursuant to
subclause (1), the Agent shall receive a payment
confirmation by telex from the paying bank of the Issuer.
For the purposes of this subclause, "Business Day" means
a day on which commercial banks and foreign exchange
markets settle payments in Los Angeles and London.
(4) The Agent shall notify by telex each of the other Paying
Agents forthwith:
(a) if it has not by the relevant date specified in
clause 7(1) received unconditionally the full amount
in the Specified Currency required for the payment;
and
(b) if it receives unconditionally the full amount
of any sum payable in respect of the Notes, Receipts
or Coupons after such date.
The Agent shall, at the expense of the Issuer, forthwith
upon receipt of any amount as described in subparagraph
(b), cause notice of that receipt to be published under
Condition 13.
(5) The Agent shall ensure that payments of both principal
and interest in respect of a Temporary Global Note will
only be made if certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations (in
the form set out in the Temporary Global Note) has been
received from Euroclear and/or Cedelbank in accordance
with the terms thereof.
(6) Unless it has received notice pursuant to subclause
(4)(a) above, each Paying Agent shall pay or cause to be
paid all amounts due in respect of the Notes on behalf of
the Issuer in the manner provided in the Conditions. If
any payment provided for in subclause (1) is made late
but otherwise in accordance with the provisions of this
Agreement, the relevant Paying Agent shall nevertheless
make payments in respect of the Notes as aforesaid
following receipt by it of such payment.
(7) If for any reason the Agent considers in its sole
discretion that the amounts to be received by it pursuant
to subclause (1) will be, or the amounts actually
received by it pursuant thereto are, insufficient to
satisfy all claims in respect of all payments then
falling due in respect of the Notes, no Paying Agent
shall be obliged to pay any such claims until the Agent
has received the full amount of all such payments.
<PAGE>
(8) Without prejudice to subclauses (6) and (7), if the Agent
pays any amounts to the holders of Notes, Receipts or
Coupons or to any other Paying Agent at a time when it
has not received payment in full in respect of the
relevant Notes in accordance with subclause (1) (the
excess of the amounts so paid over the amounts so
received being the "Shortfall"), the Issuer will, in
addition to paying amounts due under subclause (1), pay
to the Agent on demand interest (at a rate which
represents the Agent's cost of funding the Shortfall) on
the Shortfall (or the unreimbursed portion thereof) until
the receipt in full by the Agent of the Shortfall.
(9) The Agent shall on demand promptly reimburse each other
Paying Agent for payments in respect of Notes properly
made by such Paying Agent in accordance with this
Agreement and the Conditions unless the Agent has
notified the relevant Paying Agent, prior to its opening
of business on the due date of a payment in respect of
the Notes, that the Agent does not expect to receive
sufficient funds to make payment of all amounts falling
due in respect of such Notes.
(10) Whilst any Notes are represented by Global Notes, all
payments due in respect of such Notes shall be made to,
or to the order of, the holder of the Global Notes,
subject to and in accordance with the provisions of the
Global Notes. On the occasion of any such payment, the
Paying Agent to which any Global Note was presented for
the purpose of making such payment shall cause the
appropriate Schedule to the relevant Global Note to be
annotated so as to evidence the amounts and dates of
such payments of principal and/or interest as
applicable.
(11) If the amount of principal and/or interest then due for
payment is not paid in full (otherwise than by reason of
a deduction required by law to be made therefrom or a
certification required by the terms of a Note not being
received), the Paying Agent to which a Note, Receipt or
Coupon (as the case may be) is presented for the purpose
of making such payment shall make a record of such
shortfall on the relevant Note, Receipt or Coupon and
such record shall, in the absence of manifest error, be
prima facie evidence that the payment in question has not
to that extent been made.
8. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND
INTEREST DETERMINATION
(1) Determinations and Notifications
(a) The Agent shall, unless otherwise specified in the
applicable Pricing Supplement, make all such
determinations and calculations (howsoever
described) as it is required to do under the
Conditions, all subject to and in accordance with
the Conditions.
(b) The Agent shall not be responsible to the Issuer or
to any third party as a result of the Agent having
acted on any quotation given by any Reference Bank
which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in
writing to) the Issuer, the other Paying Agents and
(in respect of a Series of Notes listed on a Stock
Exchange) the relevant Stock Exchange of, inter
alia, each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates
and dates which it is obliged to determine or
calculate under the Conditions as soon as
practicable after the determination thereof and of
any subsequent amendment thereto pursuant to the
Conditions.
<PAGE>
(d) The Agent shall use its best endeavours to cause
each Rate of Interest, Interest Amount and Interest
Payment Date and all other amounts, rates and dates
which it is obliged to determine or calculate under
the Conditions to be published as required in
accordance with the Conditions as soon as possible
after their determination or calculation.
(e) If the Agent does not at any material time for any
reason determine and/or calculate and/or publish the
Rate of Interest, Interest Amount and/or Interest
Payment Date in respect of any Interest Period or
any other amount, rate or date as provided in this
clause, it shall forthwith notify the Issuer and the
other Paying Agents of such fact.
(f) Determinations with regard to Notes (including,
without limitation, Index Linked Notes and Dual
Currency Notes) required to be made by a Calculation
Agent specified in the applicable Pricing Supplement
shall be made in the manner so specified. Unless
otherwise agreed between the Issuer and the relevant
Dealer or the Lead Manager, as the case may be, or
unless the Agent is the Calculation Agent (in which
case the provisions of this Agreement shall apply),
such determinations shall be made on the basis of a
Calculation Agency Agreement substantially in the
form of Schedule 1. Notes of any Series may specify
additional duties and obligations of any Paying
Agent, the performance of which will be agreed
between the Issuer and the relevant Paying Agent
prior to the relevant Issue Date.
(2) Interest Determination, Screen Rate Determination
including Fallback Provisions
(a) Where Screen Rate Determination is specified in the
applicable Pricing Supplement as the manner in which
the Rate of Interest is to be determined, the Rate
of Interest for each Interest Period will, subject
as provided below, be either:
(i) the offered quotation; or
(ii) the arithmetic mean (rounded if necessary to
the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum), for the
Reference Rate which appears or appear, as the case
may be, on the Relevant Screen Page as at the
Specified Time on the Interest Determination Date in
question plus or minus (as indicated in the
applicable Pricing Supplement) the Margin (if any),
all as determined by the Agent. If five or more
such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of
such quotations) and the lowest (or, if there is
more than one such lowest quotation, one only of
such quotations) shall be disregarded by the Agent
for the purpose of determining the arithmetic mean
(rounded as provided above) of such offered
quotations.
(b) If the Relevant Screen Page is not available or if,
in the case of clause 8(2)(a)(i), no such offered
quotation appears or, in the case of clause
8(2)(a)(ii), fewer than three such offered
quotations appear, in each case as at the time
specified in clause 8(2)(a) the Agent shall request
each of the Reference Banks to provide the Agent
with its offered quotation (expressed as a
percentage rate per annum) for the Reference Rate at
approximately the Specified Time on the Interest
Determination Date in question. If two or more of
the Reference Banks provide the Agent with such
offered
<PAGE>
quotations, the Rate of Interest for such
Interest Period shall be the arithmetic mean
(rounded if necessary to the fifth decimal place
with 0.000005 being rounded upwards) of such offered
quotations plus or minus (as appropriate) the Margin
(if any), all as determined by the Agent.
(c) If on any Interest Determination Date one only or
none of the Reference Banks provides the Agent with
such offered quotations as provided in the preceding
paragraph, the Rate of Interest for the relevant
Interest Period shall be the rate per annum which
the Agent determines as being the arithmetic mean
(rounded if necessary to the fifth decimal place,
with 0.000005 being rounded upwards) of the rates,
as communicated to (and at the request of) the Agent
by the Reference Banks or any two or more of them,
at which such banks were offered, at approximately
the Specified Time on the relevant Interest
Determination Date, deposits in the Specified
Currency for a period equal to that which would have
been used for the Reference Rate by leading banks in
the London inter-bank market (if the Reference Rate
is LIBOR) or the Euro-zone inter-bank market (if the
Reference Rate is EURIBOR) plus or minus (as
appropriate) the Margin (if any) or, if fewer than
two of the Reference Banks provide the Agent with
such offered rates, the offered rate for deposits in
the Specified Currency for a period equal to that
which would have been used for the Reference Rate,
or the arithmetic mean (rounded as provided above)
of the offered rates for deposits in the Specified
Currency for a period equal to that which would have
been used for the Reference Rate, at which, at
approximately the Specified Time on the relevant
Interest Determination Date, any one or more banks
(which bank or banks is or are in the opinion of the
Issuer suitable for such purpose) informs the Agent
it is quoting to leading banks in the London inter-
bank market (if the Reference Rate is LIBOR) or the
Euro-zone inter-bank market (if the Reference Rate
is EURIBOR) plus or minus (as appropriate) the
Margin (if any), provided that, if the Rate of
Interest cannot be determined in accordance with the
foregoing provisions of this paragraph, the Rate of
Interest shall be determined as at the last
preceding Interest Determination Date (though
substituting, where a different Margin is to be
applied to the relevant Interest Period from that
which applied to the last preceding Interest Period,
the Margin relating to the relevant Interest Period,
in place of the Margin relating to that last
preceding Interest Period).
(d) If the Reference Rate from time to time in respect
of Floating Rate Notes is specified in the
applicable Pricing Supplement as being other than
LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the
applicable Pricing Supplement.
9. NOTICE OF ANY WITHHOLDING OR DEDUCTION
(1) If the Issuer is, in respect of any payment, compelled to
withhold or deduct any amount for or on account of taxes,
duties, assessments or governmental charges as
specifically contemplated under the Conditions, it shall
give notice thereof to the Agent as soon as it becomes
aware of the requirement to make such withholding or
deduction and shall give to the Agent such information as
it shall require to enable it to comply with such
requirement.
(2) If any Paying Agent is, in respect of any payment of
principal or interest in respect of the Notes, compelled
to withhold or deduct any amount for or on account of any
taxes, duties, assessments or governmental charges as
specifically contemplated under the Conditions, other
than arising under subclause (1) above or by virtue of
the relevant holder failing to perform any certification
or other requirement in respect of its Notes, it shall
give notice
<PAGE>
thereof to the Issuer and the Agent as soon
as it becomes aware of such compulsion to withhold or
deduct.
10. DUTIES OF THE PAYING AGENTS IN CONNECTION WITH EARLY
REDEMPTION
(1) If the Issuer decides to redeem any Notes for the time
being outstanding prior to their Maturity Date in
accordance with the Conditions, the Issuer shall give
notice of such decision to the Agent stating the date on
which such Notes are to be redeemed and the nominal
amount of Notes to be redeemed not less than 15 days
before the date on which the Issuer will give notice to
the Noteholders in accordance with the Conditions of such
redemption in order to enable the Agent to undertake its
obligations herein and in the Conditions.
(2) If some only of the Notes are to be redeemed on such
date, the Agent shall, in the case of Definitive Notes,
make the required drawing in accordance with the
Conditions but shall give the Issuer reasonable notice of
the time and place proposed for such drawing and the
Issuer shall be entitled to send representatives to
attend such drawing and shall, in the case of Notes in
global form, co-ordinate the selection of Notes to be
redeemed with Euroclear and Cedelbank, all in accordance
with the Conditions.
(3) The Agent shall publish the notice required in connection
with any such redemption and shall, if applicable, at the
same time also publish a separate list of the serial
numbers of any Notes in definitive form previously drawn
and not presented for redemption. Such notice shall
specify the date fixed for redemption, the redemption
amount, the manner in which redemption will be effected
and, in the case of a partial redemption of Definitive
Notes, the serial numbers of the Notes to be redeemed.
Such notice will be published in accordance with the
Conditions. The Agent will also notify the other Paying
Agents of any date fixed for redemption of any Notes.
(4) Each Paying Agent will keep a stock of notices ("Put
Notices") in the form set out in Schedule 3 and will make
such notices available on demand to holders of Definitive
Notes, the Conditions of which provide for redemption at
the option of Noteholders. Upon receipt of any such Note
deposited in the exercise of such option in accordance
with the Conditions, the Paying Agent with which such
Note is deposited shall hold such Note (together with any
Receipts, Coupons and Talons relating to it deposited
with it) on behalf of the depositing Noteholder (but
shall not, save as provided below, release it) until the
due date for redemption of the relevant Note consequent
upon the exercise of such option, when, subject as
provided below, it shall present such Note (and any such
unmatured Receipts, Coupons and Talons) to itself for
payment of the amount due thereon together with any
interest due on such date in accordance with the
Conditions and shall pay such moneys in accordance with
the directions of the Noteholder contained in the
relevant Put Notice. If, prior to such due date for its
redemption, an Event of Default has occurred and is
continuing or such Note becomes immediately due and
repayable or if upon due presentation payment of such
redemption moneys is improperly withheld or refused, the
Paying Agent concerned shall post such Note (together
with any such Receipts, Coupons and Talons) by uninsured
post to, and at the risk of, the relevant Noteholder,
unless the Noteholder has otherwise requested and paid
the costs of such insurance to the relevant Paying Agent
at the time of depositing the Notes, at such address as
may have been given by the Noteholder in the relevant Put
Notice. At the end of each period for the exercise of
such option, each Paying Agent shall promptly notify the
Agent of the principal amount of the Notes in respect of
which such option
<PAGE>
has been exercised with it together with their serial
numbers and the Agent shall promptly
notify such details to the Issuer.
11. RECEIPT AND PUBLICATION OF NOTICES
(1) Forthwith upon the receipt by the Agent of a demand or
notice from any Noteholder in accordance with the
Conditions, the Agent shall forward a copy thereof to the
Issuer.
(2) On behalf of and at the request and expense of the
Issuer, the Agent shall cause to be published all notices
required to be given by the Issuer to the Noteholders in
accordance with the Conditions.
12. CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS
(1) All Notes which are redeemed, all Global Notes which are
exchanged in full, all Receipts or Coupons which are paid
and all Talons which are exchanged shall be cancelled by
the Paying Agent by which they are redeemed, exchanged or
paid. In addition, all Notes which are purchased by or
on behalf of the Issuer or any of its Subsidiaries and
are surrendered to a Paying Agent for cancellation,
together (in the case of Definitive Notes) with all
unmatured Receipts, Coupons or Talons (if any) attached
thereto or surrendered therewith, shall be cancelled by
the Paying Agent to which they are surrendered. Each of
the Paying Agents shall give to the Agent details of all
payments made by it and shall deliver all cancelled
Notes, Receipts, Coupons and Talons to the Agent or as
the Agent may specify.
(2) The Agent shall deliver to the Issuer as soon as
reasonably practicable and in any event within three
months after the date of such repayment, payment,
cancellation or replacement, as the case may be, a
certificate stating:
(a) the aggregate nominal amount of Notes which have
been redeemed and the aggregate amount paid in
respect thereof;
(b) the number of Notes cancelled together (in the case
of Notes in definitive form) with details of all
unmatured Receipts, Coupons or Talons (if any)
attached thereto or delivered therewith;
(c) the aggregate amount paid in respect of interest on
the Notes;
(d) the total number by maturity date of Receipts,
Coupons and Talons so cancelled; and
(e) (in the case of Definitive Notes) the serial
numbers of such Notes.
(3) The Agent shall destroy all cancelled Notes, Receipts,
Coupons and Talons and, forthwith upon destruction,
furnish the Issuer with a certificate stating the serial
numbers of the Notes (in the case of Notes in definitive
form) and the number by maturity date of Receipts,
Coupons and Talons so destroyed.
(4) Without prejudice to the obligations of the Agent
pursuant to subclause (2), the Agent shall keep a full
and complete record of all Notes, Receipts, Coupons and
Talons (other than serial numbers of Coupons) and of
their redemption, purchase by or on behalf of the Issuer
or any of its Subsidiaries and cancellation, payment or
replacement (as the case may be) and of all replacement
Notes, Receipts, Coupons or Talons issued in substitution
for mutilated, defaced, destroyed, lost or stolen Notes,
Receipts, Coupons or Talons. The Agent shall in
<PAGE>
respect of the Coupons of each maturity retain (in the case of
Coupons other than Talons) until the expiry of ten years
from the Relevant Date in respect of such Coupons and (in
the case of Talons) indefinitely either all paid or
exchanged Coupons of that maturity or a list of the
serial numbers of Coupons of that maturity still
remaining unpaid or unexchanged. The Agent shall at all
reasonable times make such record available to the Issuer
and any persons authorised by it for inspection and for
the taking of copies thereof or extracts therefrom.
13. ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
(1) The Issuer will cause a sufficient quantity of additional
forms of Notes, Receipts, Coupons and Talons to be
available, upon request, to the Agent at its specified
office for the purpose of issuing replacement Notes,
Receipts, Coupons and Talons as provided below.
(2) The Agent will, subject to and in accordance with the
Conditions and the following provisions of this clause,
cause to be delivered any replacement Notes, Receipts,
Coupons and Talons which the Issuer may determine to
issue in place of Notes, Receipts, Coupons and Talons
which have been lost, stolen, mutilated, defaced or
destroyed.
(3) In the case of a mutilated or defaced Note, the Agent
shall ensure that (unless otherwise covered by such
indemnity as the Issuer may reasonably require) any
replacement Note will only have attached to it Receipts,
Coupons and Talons corresponding to those (if any)
attached to the mutilated or defaced Note which is
presented for replacement.
(4) The Agent shall obtain verification in the case of an
allegedly lost, stolen or destroyed Note, Receipt, Coupon
or Talon in respect of which the serial number is known,
that the Note, Receipt, Coupon or Talon has not
previously been redeemed, paid or exchanged, as the case
may be. The Agent shall not issue any replacement Note,
Receipt, Coupon or Talon unless and until the claimant
therefor shall have:
(a) paid such costs and expenses as may be incurred in
connection therewith;
(b) furnished it with such evidence and indemnity as the
Issuer may reasonably require; and
(c) in the case of any mutilated or defaced Note,
Receipt, Coupon or Talon, surrendered it to the
Agent.
(5) The Agent shall cancel any mutilated or defaced Notes,
Receipts, Coupons and Talons in respect of which
replacement Notes, Receipts, Coupons and Talons have been
issued pursuant to this clause and shall furnish the
Issuer with a certificate stating the serial numbers of
the Notes, Receipts, Coupons and Talons so cancelled and,
unless otherwise instructed by the Issuer in writing,
shall destroy such cancelled Notes, Receipts, Coupons and
Talons and furnish the Issuer with a destruction
certificate containing the information specified in
clause 12(3).
(6) The Agent shall, on issuing any replacement Note,
Receipt, Coupon or Talon, forthwith inform the Issuer and
the other Paying Agents of the serial number of such
replacement Note, Receipt, Coupon or Talon issued and (if
known) of the serial number of the Note, Receipt, Coupon
or Talon in place of which such replacement Note,
Receipt, Coupon or Talon has been issued. Whenever
replacement Receipts, Coupons or Talons are issued
pursuant to the provisions of this clause, the Agent
shall also notify the other Paying Agents of the maturity
<PAGE>
dates of the lost, stolen, mutilated, defaced or
destroyed Receipts, Coupons or Talons and of the
replacement Receipts, Coupons or Talons issued.
(7) The Agent shall keep a full and complete record of all
replacement Notes, Receipts, Coupons and Talons issued
and shall make such record available at all reasonable
times to the Issuer and any persons authorised by it for
inspection and for the taking of copies thereof or
extracts therefrom.
(8) Whenever any Note, Receipt, Coupon or Talon for which a
replacement Note, Receipt, Coupon or Talon has been
issued and in respect of which the serial number is known
is presented to a Paying Agent for payment, the relevant
Paying Agent shall immediately send notice thereof to the
Issuer and the other Paying Agents.
(9) The Paying Agents shall issue further Coupon sheets
against surrender of Talons. A Talon so surrendered
shall be cancelled by the relevant Paying Agent who
(except where such Paying Agent is the Agent) shall
inform the Agent of its serial number. Further Coupon
sheets issued on surrender of Talons shall carry the
same serial number as the surrendered Talon.
14. COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION
Each Paying Agent shall hold available for inspection at
its specified office during normal business hours copies
of all documents required to be so available by the
Conditions of any Notes or the rules of any relevant
Stock Exchange. For these purposes, the Issuer shall
furnish the Paying Agents with sufficient copies of each
of the relevant documents.
15. MEETINGS OF NOTEHOLDERS
(1) The provisions of Schedule 4 hereto shall apply to
meetings of the Noteholders and shall have effect in the
same manner as if set out in this Agreement.
(2) Without prejudice to subclause (1), each of the Paying
Agents on the request of any holder of Notes shall issue
voting certificates and block voting instructions in
accordance with Schedule 4 hereto and shall forthwith
give notice to the Issuer in writing of any revocation or
amendment of a block voting instruction. Each of the
Paying Agents will keep a full and complete record of all
voting certificates and block voting instructions issued
by it and will, not less than 24 hours before the time
appointed for holding a meeting or adjourned meeting,
deposit at such place as the Agent shall designate or
approve, full particulars of all voting certificates and
block voting instructions issued by it in respect of such
meeting or adjourned meeting.
16. COMMISSIONS AND EXPENSES
(1) The Issuer agrees to pay to the Agent such fees and
commissions as the Issuer and the Agent shall separately
agree in respect of the services of the Paying Agents
hereunder together with any out of pocket expenses
(including legal, printing, postage, fax, cable and
advertising expenses) incurred by the Paying Agents in
connection with their said services.
(2) The Agent will make payment of the fees and commissions
due hereunder to the other Paying Agents and will
reimburse their expenses promptly after the receipt of
the relevant moneys from the Issuer. The Issuer shall
not be responsible for any such payment or reimbursement
by the Agent to the other Paying Agents.
<PAGE>
17. INDEMNITY
The Issuer shall indemnify each of the Paying Agents
against any losses, liabilities, costs, claims, actions,
demands or expenses (including, but not limited to, all
reasonable costs, legal fees, charges and expenses paid
or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made
against it as a result of or in connection with its
appointment or the exercise of its powers and duties
hereunder except such as may result from its own default,
negligence or bad faith or that of its officers,
directors or employees or the breach by it of the terms
of this Agreement.
18. RESPONSIBILITY OF THE PAYING AGENTS
(1) No Paying Agent shall be responsible or accountable to
anyone with respect to the validity of this Agreement or
the Notes, Receipts or Coupons or for any act or omission
by it in connection with this Agreement or any Note,
Receipt or Coupon except for its own negligence, wilful
default or bad faith, including that of its officers and
employees.
(2) No Paying Agent shall have any duty or responsibility in
case of any default by the Issuer in the performance of
its obligations under the Conditions or, in the case of
receipt of a written demand from a Noteholder or
Couponholder, with respect to such default, provided
however that forthwith upon receipt by the Agent of a
notice given by a Noteholder in accordance with Condition
9, the Agent will notify the Issuer thereof and furnish
it with a copy of such notice.
(3) Whenever in the performance of its duties under this
Agreement a Paying Agent shall deem it necessary or
desirable that any fact or matter be proved or
established by the Issuer prior to taking or suffering
any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Issuer and
delivered to such Paying Agent and such certificate
shall be a full authorisation to such Paying Agent, in
its capacity as such, for any action taken or suffered
in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
19. CONDITIONS OF APPOINTMENT
(1) Each Paying Agent shall be entitled to deal with money
paid to it by the Issuer for the purpose of this
Agreement in the same manner as other money paid to a
banker by its customers except:
(a) that it shall not exercise any right of set-off,
lien or similar claim in respect thereof; and
(b) that it shall not be liable to account to the Issuer
for any interest thereon.
(2) In acting hereunder and in connection with the Notes,
each Paying Agent shall act solely as an agent of the
Issuer and will not thereby assume any obligations
towards or relationship of agency or trust for or with
any of the owners or holders of the Notes, Receipts,
Coupons or Talons.
(3) Each Paying Agent hereby undertakes to the Issuer to
perform such obligations and duties, and shall be obliged
to perform such duties and only such duties, as are
herein, in the Conditions and in the Procedures
Memorandum specifically set forth, and no implied duties
<PAGE>
or obligations shall be read into any such document
against any Paying Agent, other than the duty to act
honestly and in good faith and to exercise the diligence
of a reasonably prudent agent in comparable
circumstances.
(4) The Agent may consult with legal and other professional
advisers and the opinion of such advisers shall be full
and complete protection in respect of any action taken,
omitted or suffered hereunder in good faith and in
accordance with the opinion of such advisers.
(5) Each Paying Agent shall be protected and shall incur no
liability for or in respect of any action taken, omitted
or suffered in reliance upon any instruction, request or
order from the Issuer or any notice, resolution,
direction, consent, certificate, affidavit, statement,
cable, telex or other paper or document which it
reasonably believes to be genuine and to have been
delivered, signed or sent by the proper party or parties
or upon written instructions from the Issuer.
(6) Any Paying Agent and its officers, directors and
employees may become the owner of, and/or acquire any
interest in, any Notes, Receipts, Coupons or Talons with
the same rights that it or he would have had if the
Paying Agent concerned were not appointed hereunder, and
may engage or be interested in any financial or other
transaction with the Issuer and may act on, or as
depositary, trustee or agent for, any committee or body
of holders of Notes or Coupons or in connection with any
other obligations of the Issuer as freely as if the
Paying Agent were not appointed hereunder.
(7) The Issuer shall provide the Agent with a certified copy
of the list of persons authorised to execute documents
and take action on its behalf in connection with this
Agreement and shall notify the Agent immediately in
writing if any of such persons ceases to be so authorised
or if any additional person becomes so authorised
together, in the case of an additional authorised person,
with evidence satisfactory to the Agent that such person
has been so authorised.
(8) Except as ordered by a court of competent jurisdiction or
as required by law or applicable regulations, the Issuer
and each of the Paying Agents shall be entitled to treat
the bearer of any Note, Receipt or Coupon as the absolute
owner thereof (whether or not overdue and notwithstanding
any notice of ownership or writing thereon or notice of
any previous loss or theft thereof).
(9) The amount of the Programme may be increased by the
Issuer in accordance with the procedure set out in the
Programme Agreement. Upon any such increase being
effected, all references in this Agreement to the amount
of the Programme shall be deemed to be references to such
increased amount.
20. COMMUNICATION BETWEEN THE PARTIES
A copy of all communications relating to the subject
matter of this Agreement between the Issuer and any
Paying Agent (other than the Agent) shall be sent to the
Agent.
21. CHANGES IN PAYING AGENTS
(1) The Issuer agrees that, for so long as any Note is
outstanding, or until moneys for the payment of all
amounts in respect of all outstanding Notes have been
made available to the Agent and have been returned to the
Issuer, as provided herein:
<PAGE>
(a) so long as any Notes are listed on any Stock
Exchange, there will at all times be a Paying Agent,
which may be the Agent, with a specified office in
such place as may be required by the rules and
regulations of the relevant Stock Exchange;
(b) there will at all times be an Agent; and
(c) there will at all times be a Paying Agent with a
specified office outside the European Union.
In addition, the Issuer shall forthwith appoint a Paying
Agent having a specified office in New York City in the
circumstances described in Condition 5(d). Any
variation, termination, appointment or change shall only
take effect (other than in the case of insolvency (as
provided in subclause (5) below), when it shall be of
immediate effect) after not less than 30 nor more than 45
days' prior notice thereof shall have been given to the
Noteholders in accordance with Condition 13.
(2) The Agent may (subject as provided in subclause (4)
below) at any time resign as such by giving at least
90 days' written notice to the Issuer of such intention
on its part, specifying the date on which its desired
resignation shall become effective.
(3) The Agent may (subject as provided in subclause (4)
below) be removed at any time by the Issuer on at least
45 days' notice by the filing with it of an instrument in
writing signed on behalf of the Issuer specifying such
removal and the date when it shall become effective.
(4) Any resignation under subclause (2) or removal of the
Agent under subclauses (3) or (5) shall only take effect
upon the appointment by the Issuer as hereinafter
provided, of a successor Agent and (other than in cases
of insolvency of the Agent) on the expiry of the notice
to be given under clause 23. The Issuer agrees with the
Agent that if, by the day falling 10 days before the
expiry of any notice under subclause (2), the Issuer has
not appointed a successor Agent then the Agent shall be
entitled, on behalf of the Issuer, to appoint as a
successor Agent in its place a reputable financial
institution of good standing which the Issuer shall
approve (such approval not to be unreasonably withheld or
delayed).
(5) In case at any time any Paying Agent resigns, or is
removed, or becomes incapable of acting or is adjudged
bankrupt or insolvent, or files a voluntary petition in
bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of an
administrator, liquidator or administrative or other
receiver of all or a substantial part of its property, or
admits in writing its inability to pay or meet its debts
as they mature or suspends payment thereof, or if any
order of any court is entered approving any petition
filed by or against it under the provisions of any
applicable bankruptcy or insolvency law or if a receiver
of it or of all or a substantial part of its property is
appointed or if any officer takes charge or control of it
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, a successor
Paying Agent which shall be a reputable financial
institution of good standing may be appointed by the
Issuer by an instrument in writing filed with the
successor. Upon the appointment as aforesaid of a
successor Paying Agent and acceptance by it of such
appointment and (other than in case of insolvency of the
Paying Agent when it shall be of immediate effect) upon
expiry of the notice to be given under clause 23 the
Paying Agent so superseded shall cease to be a Paying
Agent hereunder.
(6) Subject to subclause (1), the Issuer may, after prior
consultation with the Agent, terminate the appointment of
any of the other Paying Agents at any time and/or appoint
one or more
<PAGE>
further or other Paying Agents by giving to
the Agent and to the relevant other Paying Agent at least
45 days' notice in writing to that effect (other than in
the case of insolvency).
(7) Subject to subclause (1), all or any of the Paying Agents
may resign their respective appointments hereunder at any
time by giving the Issuer and the Agent at least 45 days'
written notice to that effect.
(8) Upon its resignation or removal becoming effective, a
Paying Agent shall:
(a) in the case of the Agent, forthwith transfer all
moneys and records held by it hereunder to the
successor Agent hereunder; and
(b) be entitled to the payment by the Issuer of its
commissions, fees and expenses for the services
theretofore rendered hereunder in accordance with
the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or
new Paying Agent shall, without further act, deed or
conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and
obligations of its predecessor or, as the case may be, a
Paying Agent with like effect as if originally named as
a Paying Agent hereunder.
22. MERGER AND CONSOLIDATION
Any corporation into which any Paying Agent may be merged
or converted, or any corporation with which a Paying
Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which a
Paying Agent shall be a party, or any corporation to
which a Paying Agent shall sell or otherwise transfer all
or substantially all of its assets shall, on the date
when such merger, conversion, consolidation or transfer
becomes effective and to the extent permitted by any
applicable laws, become the successor Paying Agent under
this Agreement without the execution or filing of any
paper or any further act on the part of the parties
hereto, unless otherwise required by the Issuer and
after the said effective date all references in this
Agreement to the relevant Paying Agent shall be deemed to
be references to such successor corporation. Written
notice of any such merger, conversion, consolidation or
transfer shall forthwith be given to the Issuer by the
relevant Paying Agent.
23. NOTIFICATION OF CHANGES TO PAYING AGENTS
Following receipt of notice of resignation from a Paying
Agent and forthwith upon appointing a successor or new
Paying Agent or on giving notice to terminate the
appointment of any Paying Agent, the Agent (on behalf of
and at the expense of the Issuer) shall give or cause to
be given not more than 45 days' nor less than 30 days'
notice thereof to the Noteholders in accordance with the
Conditions.
24. CHANGE OF SPECIFIED OFFICE
If any Paying Agent determines to change its specified
office it shall give to the Issuer and the Agent written
notice of such determination giving the address of the
new specified office which shall be in the same city and
stating the date on which such change is to take effect,
which shall not be less than 45 days thereafter. The
Agent (on behalf and at the expense of the Issuer) shall
within 15 days of receipt of such notice (unless the
appointment of the relevant Paying Agent is to terminate
pursuant to clause 21 on or prior to the date of such
<PAGE>
change) give or cause to be given not more than 45 days'
nor less than 30 days' notice thereof to the Noteholders
in accordance with the Conditions.
25. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand or (but only where specifically
provided in the Procedures Memorandum) by telephone.
Each communication shall be made to the relevant party at
the telex number, fax number or address or telephone
number and, in the case of a communication by telex, fax
or letter, marked for the attention of, or (in the case
of a communication by telephone) made to, the person or
department from time to time specified in writing by that
party to the other for the purpose. The initial
telephone number, telex number, fax number and person or
department so specified by each party are set out in the
Procedures Memorandum.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of the
transmission, (if by fax) when an acknowledgement of
receipt is received, (if by telephone) when made or (if
by letter) when delivered, in each case in the manner
required by this clause. However, if a communication is
received after business hours on any business day or on a
day which is not a business day in the place of receipt
it shall be deemed to be received and become effective on
the next business day in the place of receipt. Every
communication shall be irrevocable save in respect of any
manifest error therein.
26. TAXES AND STAMP DUTIES
The Issuer agrees to pay any and all stamp and other
documentary taxes or duties which may be payable in
connection with the execution, delivery, performance and
enforcement of this Agreement.
27. AMENDMENTS
The Agent and the Issuer may agree, without the consent
of the Noteholders, Receiptholders or Couponholders, to:
(i) any modification (except as otherwise provided in
the first paragraph of Condition 14) of this
Agreement which is not prejudicial to the interests
of the Noteholders; or
(ii) any modification of the Notes, the Receipts, the
Coupons or this Agreement which is of a formal,
minor or technical nature or is made to correct a
manifest error or to comply with mandatory
provisions of the law.
Any such modification shall be binding on the
Noteholders, the Receiptholders and the Couponholders and
any such modification shall be notified to the
Noteholders in accordance with Condition 13 as soon as
practicable thereafter.
28. DESCRIPTIVE HEADINGS
The descriptive headings in this Agreement are for
convenience of reference only and shall not define or
limit the provisions hereof.
<PAGE>
29. GOVERNING LAW AND SUBMISSION TO JURISDICTION
(1) This Agreement is governed by, and shall be construed in
accordance with, the laws of the State of New York.
(2) Each of the parties hereto hereby irrevocably agrees for
the benefit of the other parties hereto that any State or
federal courts sitting in the Borough of Manhattan, the
City of New York (the "Courts") are to have jurisdiction
to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any
suit, action or proceedings (together referred to as
"Proceedings") arising out of or in connection with this
Agreement may be brought in such courts.
Each of the parties hereto hereby irrevocably waives any
objection which it may have to the laying of the venue of
any Proceedings in any of the Courts and any claim that
any such Proceedings have been brought in an inconvenient
forum and hereby further irrevocably agrees that a
judgment in any Proceedings brought in the Courts shall
be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction.
Nothing contained in this clause shall limit any right to
take Proceedings against any party hereto in any other
court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether
concurrently or not.
Nothing herein shall affect the right to serve process in
any other manner permitted by law.
30. COUNTERPARTS
This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same Agreement and any party may
enter into this Agreement by executing a counterpart.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
<PAGE>
SCHEDULE 1
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
INTERNATIONAL LEASE FINANCE CORPORATION
EURO MEDIUM TERM NOTE PROGRAMME
_____________________________________
CALCULATION AGENCY AGREEMENT
_____________________________________
ALLEN & OVERY
London
<PAGE>
CALCULATION AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on [ ] BETWEEN:
(1) INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer"),
and
(2) [ ] of [ ]
(the "Calculation Agent", which expression shall
include any successor calculation agent appointed
hereunder).
WHEREAS:
(A) The Issuer has entered into a Programme Agreement with
the Dealers named therein dated, 4th June, 1999 (as
the same may be amended from time to time), under
which the Issuer may issue Notes ("Notes").
(B) The Notes will be issued subject to and with the
benefit of an Agency Agreement (the "Agency
Agreement") dated 4th June, 1999 (as the same may be
amended from time to time), and entered into between
the Issuer, Citibank, N.A. (the "Agent", which
expression shall include any successor Agent appointed
under the Agency Agreement) and the other parties
named therein.
NOW IT IS HEREBY AGREED that:
1. APPOINTMENT OF THE CALCULATION AGENT
The Calculation Agent is hereby appointed, and the
Calculation Agent hereby agrees to act, as Calculation
Agent in respect of each Series of Notes described in
the Schedule hereto (the "Relevant Notes") for the
purposes set out in clause 2 below, all upon the
provisions hereinafter set out. The agreement of the
parties hereto that this Agreement is to apply to each
Series of Relevant Notes shall be evidenced by the
manuscript annotation and signature in counterpart of
the Schedule hereto.
2. DUTIES OF CALCULATION AGENT
The Calculation Agent shall in relation to each series
of Relevant Notes (each a "Series") perform all the
functions and duties imposed on the Calculation Agent
by the terms and conditions of the Relevant Notes (the
"Conditions") including endorsing the Schedule hereto
appropriately in relation to each Series of Relevant
Notes.
3. EXPENSES
The arrangements in relation to expenses will be
separately agreed in relation to each issue of
Relevant Notes.
<PAGE>
4. INDEMNITY
The Issuer shall indemnify the Calculation Agent
against any losses, liabilities, costs, claims,
actions, demands or expenses (including, but not
limited to, all reasonable costs, legal fees, charges
and expenses paid or incurred in disputing or
defending any of the foregoing) which it may incur or
which may be made against it as a result of or in
connection with its appointment or the exercise of its
powers and duties under this Agreement except such as
may result from its own default, negligence or bad
faith or that of its officers, directors or employees
or the breach by it of the terms of this Agreement.
5. CONDITIONS OF APPOINTMENT
(1) In acting hereunder and in connection with the
Relevant Notes, the Calculation Agent shall act solely
as an agent of the Issuer and will not thereby assume
any obligations towards or relationship of agency or
trust for or with any of the owners or holders of the
Relevant Notes or the receipts or coupons (if any)
appertaining thereto (the "Receipts" and the
"Coupons", respectively).
(2) In relation to each issue of Relevant Notes, the
Calculation Agent shall be obliged to perform such
duties and only such duties as are herein and in the
Conditions specifically set forth and no implied
duties or obligations shall be read into this
Agreement or the Conditions against the Calculation
Agent, other than the duty to act honestly and in good
faith and to exercise the diligence of a reasonably
prudent expert in comparable circumstances.
(3) The Calculation Agent may consult with legal and other
professional advisers and the opinion of such advisers
shall be full and complete protection in respect of
any action taken, omitted or suffered hereunder in
good faith and in accordance with the opinion of such
advisers.
(4) The Calculation Agent shall be protected and shall
incur no liability for or in respect of any action
taken, omitted or suffered in reliance upon any
instruction, request or order from the Issuer or any
notice, resolution, direction, consent, certificate,
affidavit, statement, cable, telex or other paper or
document which it reasonably believes to be genuine
and to have been delivered, signed or sent by the
proper party or parties or upon written instructions
from the Issuer.
(5) The Calculation Agent and any of its officers,
directors and employees may become the owner of, or
acquire any interest in, any Notes, Receipts or
Coupons (if any) with the same rights that it or he
would have had if the Calculation Agent were not
appointed hereunder, and may engage or be interested
in any financial or other transaction with the Issuer
and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Notes or
Coupons or in connection with any other obligations of
the Issuer as freely as if the Calculation Agent were
not appointed hereunder.
6. TERMINATION OF APPOINTMENT
(1) The Issuer may terminate the appointment of the
Calculation Agent at any time by giving to the
Calculation Agent at least 45 days' prior written
notice to that effect, provided that, so long as any
of the Relevant Notes is outstanding:
(a) such notice shall not expire less than 45 days
before any date upon which any calculation is due
to be made in respect of any Relevant Notes; and
<PAGE>
(b) notice shall be given in accordance with the
Conditions, to the holders of the Relevant Notes
at least 30 days prior to any removal of the
Calculation Agent.
(2) Notwithstanding the provisions of subclause (1)
above, if at any time:
(a) the Calculation Agent becomes incapable of
acting, or is adjudged bankrupt or insolvent, or
files a voluntary petition in bankruptcy or makes
an assignment for the benefit of its creditors or
consents to the appointment of an administrator,
liquidator or administrative or other receiver of
all or any substantial part of its property, or
admits in writing its inability to pay or meet
its debts as they may mature or suspends payment
thereof, or if any order of any court is entered
approving any petition filed by or against it
under the provisions of any applicable bankruptcy
or insolvency law or if a receiver of it or of all
or a substantial part of its property is
appointed or if any officer takes charge or
control of the Calculation Agent or of its
property or affairs for the purpose of
rehabilitation, conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any
function or duty imposed upon it by the
Conditions and this Agreement,
the Issuer may forthwith without notice terminate the
appointment of the Calculation Agent, in which
event notice thereof shall be given to the
holders of the Relevant Notes in accordance with
the Conditions as soon as practicable thereafter.
(3) The termination of the appointment pursuant to
subclause (1) or (2) above of the Calculation Agent
hereunder shall not entitle the Calculation Agent to
any amount by way of compensation but shall be without
prejudice to any amount then accrued due.
(4) The Calculation Agent may resign its appointment
hereunder at any time by giving to the Issuer at least
90 days' prior written notice to that effect.
Following receipt of a notice of resignation from the
Calculation Agent, the Issuer shall promptly give
notice thereof to the holders of the Relevant Notes in
accordance with the Conditions.
(5) Notwithstanding the provisions of subclauses (1), (2)
and (4) above, so long as any of the Relevant Notes is
outstanding, the termination of the appointment of the
Calculation Agent (whether by the Issuer or by the
resignation of the Calculation Agent) shall not be
effective unless upon the expiry of the relevant
notice a successor Calculation Agent has been
appointed. The Issuer agrees with the Calculation
Agent that if, by the day falling 10 days before the
expiry of any notice under subclauses (1) or (4), the
Issuer has not appointed a replacement Calculation
Agent, the Calculation Agent shall be entitled, on
behalf of the Issuer, to appoint as a successor
Calculation Agent in its place a reputable financial
institution of good standing which the Issuer shall
approve (such approval not to be unreasonably withheld
or delayed).
(6) Upon its appointment becoming effective, a successor
Calculation Agent shall without further act, deed or
conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if
originally named as the Calculation Agent hereunder.
(7) If the appointment of the Calculation Agent hereunder
is termnated (whether by the Issuer or by the
resignation of the Calculation Agent), the Calculation
Agent shall on the date on which such termination
takes effect deliver to the successor Calculation
Agent any records
<PAGE>
concerning the Relevant Notes maintained by it (except
such documents and records as it is obliged by
law or regulation to retain or not to
release), but shall have no other duties or
responsibilities hereunder.
(8) Any corporation into which the Calculation Agent may be merged
or converted, or any corporation with which the Calculation Agent
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall
be a party, or any corporation to which the Calculation Agent shall
sell or otherwise transfer all or substantially all of its assets
shall, on the date when such merger, consolidation or transfer
becomes effective and to the extent permitted by any applicable
laws, become the successor Calculation Agent under this Agreement
without the execution or filing of any paper or any further act
on the part of any of the parties hereto, unless otherwise required
by the Issuer, and after the said effective date all references
in this Agreement to the Calculation Agent shall be deemed to be
references to such successor corporation. Written notice of any
such merger, conversion, consolidation or transfer shall forthwith
be given to the Issuer and the Agent by the Calculation Agent.
7. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand. Each communication shall be made to
the relevant party at the telex number, fax number or
address and marked for the attention of the person or
department from time to time specified in writing by
that party to the other for the purpose. The initial
telex number, fax number and person or department so
specified by each party are set out in the Procedures
Memorandum or, in the case of the Calculation Agent,
on the signature page of this Agreement.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of
the transmission, (if by fax) when an acknowledgement
of receipt is received or (if by letter) when
delivered, in each case in the manner required by this
clause. However, if a communication is received after
business hours on any business day or on a day which
is not a business day in the place of receipt it shall
be deemed to be received and become effective on the
next business day in the place of receipt. Every
communication shall be irrevocable save in respect of
any manifest error therein.
8. DESCRIPTIVE HEADINGS AND COUNTERPARTS
(1) The descriptive headings in this Agreement are for
convenience of reference only and shall not define or
limit the provisions hereof.
(2) This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party
may enter into this Agreement by executing a
counterpart.
9. GOVERNING LAW AND SUBMISSION TO JURISDICTION
(1) This Agreement is governed by, and shall be construed in
accordance with, the laws of the State of New York.
(2) Each party hereto hereby irrevocably agrees for the benefit
of the other party hereto that any State or federal courts sitting
in the Borough of Manhattan, the City of New York (the "Courts")
are to have jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that accordingly
any suit, action or proceedings
<PAGE>
(together referred to as "Proceedings") arising out of or
in connection with this Agreement may be brought in such courts.
Each party hereto hereby irrevocably waives any objection
which it may have to the laying of the venue of any
Proceedings in any of the Courts and any claim that any
Proceedings have been brought in an inconvenient forum and
hereby further irrevocably agrees that a judgment in any
Proceedings brought in the Courts shall be conclusive and
binding upon it and may be enforced in the courts of any
other jurisdiction.
Nothing contained in this clause shall limit any right to
take Proceedings against the other party hereto in any
other court of competent jurisdiction, nor shall the taking
of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether
concurrently or not.
Nothing herein shall affect the right to serve process in
any manner permitted by law.
IN WITNESS whereof this Agreement has been entered into the
day and year first above written.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
[CALCULATION AGENT]
[Address of Calculation Agent]
Telex No:
Telefax No:
Attention:
By:
<PAGE>
SCHEDULE TO THE CALCULATION AGENCY AGREEMENT
Series Issue Maturity Title and Nominal Annotation by
number Date Date Amount Calculation
Agent/Issuer
<PAGE>
SCHEDULE 2
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes
which will be incorporated by reference into each Global Note
(as defined below) and each definitive Note, in the latter
case only if permitted by the relevant stock exchange (if any)
and agreed by the Issuer and the relevant Dealer at the time
of issue but, if not so permitted and agreed, such definitive
Note will have endorsed thereon or attached thereto such Terms
and Conditions. The applicable Pricing Supplement in relation
to any Tranche of Notes may specify other terms and conditions
which shall, to the extent so specified or to the extent
inconsistent with the following Terms and Conditions, replace
or modify the following Terms and Conditions for the purpose
of such Notes. The applicable Pricing Supplement (or the
relevant provisions thereof) will be endorsed upon, or
attached to, each Global Note and definitive Note. Reference
should be made to "Form of the Notes" for a description of the
content of Pricing Supplements which will specify which of
such terms are to apply in relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes
issued by International Lease Finance Corporation (the
"Issuer") pursuant to the Agency Agreement (as defined below).
References herein to the "Notes" shall be references to
the Notes of this Series and shall mean:
(i) in relation to any Notes represented by a global
Note (a "Global Note"), units of the lowest
Specified Denomination in the Specified Currency;
(ii) any Global Note; and
(iii) any definitive Notes issued in exchange for a
Global Note.
The Notes, the Receipts (as defined below) and the
Coupons (as defined below) have the benefit of an Agency
Agreement (such Agency Agreement as amended and/or
supplemented and/or restated from time to time, the "Agency
Agreement") dated 4 June, 1999 and made between the Issuer,
Citibank, N.A. as issuing and principal paying agent and agent
bank (the "Agent", which expression shall include any
successor agent) and the other paying agents named therein
(together with the Agent, the "Paying Agents", which
expression shall include any additional or successor paying
agents).
Interest bearing definitive Notes (unless otherwise
indicated in the applicable Pricing Supplement) have interest
coupons ("Coupons") and, if indicated in the applicable
Pricing Supplement, talons for further Coupons ("Talons")
attached on issue. Any reference herein to Coupons or coupons
shall, unless the context otherwise requires, be deemed to
include a reference to Talons or talons. Definitive Notes
repayable in instalments have receipts ("Receipts") for the
payment of the instalments of principal (other than the final
instalment) attached on issue. Global Notes do not have
Receipts, Coupons or Talons attached on issue.
The Pricing Supplement for this Note (or the relevant
provisions thereof) is attached to or endorsed on this Note
and supplements these Terms and Conditions and may specify
other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and
Conditions, replace or modify these Terms and Conditions for
the purposes of this Note. References to the "applicable
Pricing Supplement" are to the Pricing Supplement (or the
relevant provisions thereof) attached to or endorsed on this
Note.
Any reference to "Noteholders" or "holders" in relation
to any Notes shall mean the holders of the Notes and shall, in
relation to any Notes represented by a global Note, be
construed as provided below. Any reference herein to
"Receiptholders" shall mean the holders of the Receipts and
any reference herein to "Couponholders" shall mean the holders
of the Coupons and shall, unless the context otherwise
requires, include the holders of the Talons.
As used herein, "Tranche" means Notes which are identical
in all respects (including as to listing) and "Series" means a
Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a
single series and (ii) identical in all respects (including as
to listing) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.
Copies of the Agency Agreement and the applicable Pricing
Supplement are available for inspection during normal business
hours at the specified office of each of the Paying Agents
save that, if this Note is an unlisted Note of any Series, the
applicable Pricing Supplement will only be available for
inspection by a Noteholder holding one or more unlisted Notes
of that Series and such Noteholder must produce evidence
satisfactory to the relevant Paying Agent as to its holding of
such Notes and identity. The Noteholders, the Receiptholders
and the Couponholders are deemed to have notice of, and are
entitled to the benefit of, all the provisions of the Agency
Agreement and the applicable Pricing Supplement which are
applicable to them. The statements in these Terms and
Conditions include summaries of, and are subject to, the
detailed provisions of the Agency Agreement.
<PAGE>
Words and expressions defined in the Agency Agreement or
used in the applicable Pricing Supplement shall have the same
meanings where used in these Terms and Conditions unless the
context otherwise requires or unless otherwise stated and
provided that, in the event of inconsistency between the
Agency Agreement and the applicable Pricing Supplement, the
applicable Pricing Supplement will prevail.
1 Form, Denomination and Title
The Notes are in bearer form and, in the case of
definitive Notes, serially numbered, in the Specified Currency
and the Specified Denomination(s). Notes of one Specified
Denomination may not be exchanged for Notes of another
Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note,
a Zero Coupon Note, an Index Linked Interest Note or a
combination of any of the foregoing, depending upon the
Interest Basis shown in the applicable Pricing Supplement.
This Note may be an Index Linked Redemption Note, an
Installment Note, a Dual Currency Note, a Partly Paid Note or
a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Pricing
Supplement.
Definitive Notes are issued with Coupons attached, unless
they are Zero Coupon Notes in which case references to Coupons
and Couponholders in these Terms and Conditions are not
applicable.
Subject as set out below, title to the Notes, Receipts
and Coupons will pass by delivery. The Issuer and the Paying
Agents will (except as otherwise required by law) deem and
treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and
notwithstanding any notice of ownership or writing thereon or
notice of any previous loss or theft thereof) for all purposes
but, in the case of any Global Note, without prejudice to the
provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a
Global Note held on behalf of Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System
("Euroclear") and/or Cedelbank, each person (other than
Euroclear or Cedelbank) who is for the time being shown in the
records of Euroclear or of Cedelbank as the holder of a
particular nominal amount of such Notes (in which regard any
certificate or other document issued by Euroclear or Cedelbank
as to the nominal amount of such Notes standing to the account
of any person shall be conclusive and binding for all purposes
save in the case of manifest error) shall be treated by the
Issuer and the Paying Agents as the holder of such nominal
amount of such Notes for all purposes other than (except as
provided in the relevant Global Note) with respect to the
payment of principal or interest on such nominal amount of
such Notes, for which purpose the bearer of the relevant
Global Note shall be treated by the Issuer and any Paying
Agent as the holder of such nominal amount of such Notes, all
in accordance with and subject to the terms of the relevant
Global Note and the expressions "Noteholder" and "holder of
Notes" and related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be
transferable only in accordance with the rules and procedures
of Euroclear and Cedelbank, as the case may be. References to
Euroclear and/or Cedelbank shall, whenever the context so
permits, be deemed to include a reference to any additional or
alternative clearing system including, in the case of Notes
listed on the Paris Bourse, Sicovam SA and the Intermediaires
financiers habilites authorised to maintain accounts therein
specified in the applicable Pricing Supplement.
2 Status of the Notes
The Notes and any relative Receipts and Coupons are
direct, unconditional, unsubordinated and, subject to the
provisions of Condition 3, unsecured obligations of the Issuer
and rank pari passu among themselves and (save for certain
obligations required to be preferred by law) equally with all
other (save as aforesaid) unsecured obligations (other than
subordinated obligations, if any) of the Issuer, from time to
time outstanding.
3 Covenants
(a) Definitions
As used in these Terms and Conditions:
"Board of Directors" means either the board of directors
of the Issuer or any committee of that board duly
authorised to act hereunder.
"Non-Restricted Subsidiary" means (i) any Subsidiary
which shall be designated by the Board of Directors as a
Non-Restricted Subsidiary, and (ii) any other Subsidiary
of which the majority of the Voting Stock is owned
directly or indirectly by one or more Non-Restricted
Subsidiaries, if such other Subsidiary is a
<PAGE>
corporation, or in which a Non-Restricted Subsidiary is
a general partner, if such other Subsidiary is a limited
partnership.
"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Issuer, and
delivered to the Agent.
"Opinion of Counsel" means a written opinion of counsel,
who may be counsel for the Issuer.
"Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
limited liability company, unincorporated organisation or
government or any agency or political subdivision
thereof.
"Restricted Subsidiary" means any Subsidiary other than a
Non-Restricted Subsidiary.
"Subsidiary" means a corporation, partnership, limited
liability company or trust more than 50 per cent. of the
outstanding Voting Stock of which is owned, directly or
indirectly, by the Issuer or by one or more other
Subsidiaries, or by the Issuer and one or more other
Subsidiaries.
"Voting Stock" means stock or other interests evidencing
ownership in a corporation, partnership or trust which
ordinarily has voting power for the election of
directors, or other persons performing equivalent
functions, whether at all times or only so long as no
senior class of stock has such voting power by reason of
any contingency.
(b) Consolidation
The Issuer shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the
Issuer shall not permit any Person to consolidate with or
merge into the Issuer or convey, transfer or lease its
properties and assets substantially as an entirety to the
Issuer, unless:
(1) in case the Issuer shall consolidate with or merge
into another Person or convey, transfer or lease its
properties and assets substantially as an entirety
to any Person, the Person formed by such
consolidation or into which the Issuer is merged or
the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the
Issuer substantially as an entirety shall be a
corporation, partnership or trust, shall be
organised and validly existing under the laws of the
United States of America, any State thereof or the
District of Colombia and shall expressly assume, by
an instrument, executed and delivered to the Agent,
in form satisfactory to an independent financial
institution of international repute selected by the
Issuer (which may be the Agent), such satisfaction
to be recorded in writing (a "Financial
Institution's Certificate"), the due and punctual
payment of the principal of and interest on all the
Notes and the performance of every covenant in the
Notes on the part of the Issuer to be performed or
observed;
(2) immediately after giving effect to such transaction
no Event of Default (as defined in Condition 9), and
no event which, after notice or lapse of time or
both, would become an Event of Default, shall have
happened and be continuing;
(3) if, as a result of any such consolidation or merger
or such conveyance, transfer or lease, properties or
assets of the Issuer would become subject to a
mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by these
Terms and Conditions, the Issuer or such successor
Person shall take such steps as shall be necessary
effectively to secure the Notes equally and ratably
with (or, at the option of the Issuer, prior to) all
indebtedness secured thereby; and
(4) the Issuer has delivered to the Agent an Officers'
Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance,
transfer or lease and, if an instrument is required
in connection with such transaction, such instrument
comply with this Condition and that all conditions
precedent herein provided for relating to such
transaction have been complied with.
The Issuer shall promptly give notice in accordance with
Condition 13 to the Noteholders of any consolidation or merger
pursuant to this Condition 3(b) and such notice shall state
that copies of the Financial Institution's Certificate (if
required) as referred to in (1) above, and the Officers'
Certificate referred to in (4) above are available for
inspection (and copies may be obtained) at the specified
office of the Agent during normal business hours.
Upon any consolidation by the Issuer with or merger by
the Issuer into any other Person or any conveyance, transfer
or lease of the properties and assets of the Issuer
substantially as an entirety in accordance with Condition
<PAGE>
3(b), the successor Person formed by such consolidation or
into which the Issuer is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right of power of, the Issuer
under the Notes with the same effect as if such successor
Person had been named as the Issuer herein, and thereafter,
except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under the Notes.
(c) Negative Pledge
(i) The Issuer will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any
indebtedness for borrowed money secured by a mortgage, pledge,
lien or other encumbrance of any nature (mortgages, pledges,
liens and other encumbrances being hereinafter called
"mortgage" or "mortgages") upon any property of the Issuer or
any Restricted Subsidiary, or upon any shares of stock of any
Restricted Subsidiary, without in any such case effectively
providing, concurrently with the issuance, assumption or
guarantee of any such indebtedness for borrowed money, that
the Notes (together with, if the Issuer shall so determine,
any other indebtedness of the Issuer or such Restricted
Subsidiary ranking equally with the Notes then existing or
thereafter created) shall be secured equally and ratably with
such indebtedness for borrowed money; provided, however, that
the foregoing restrictions shall not apply to:
(1) mortgages existing on 1 November, 1991;
(2) mortgages to secure the payment of all or part of
the purchase price of such property (other than
property acquired for lease to a Person other than
the Issuer or a Restricted Subsidiary) upon the
acquisition of such property by the Issuer or a
Restricted Subsidiary or to secure any indebtedness
for borrowed money incurred or guaranteed by the
Issuer or a Restricted Subsidiary prior to, at the
time of, or within 60 days after the later of the
acquisition, completion of construction or
commencement of full operation of such property,
which indebtedness for borrowed money is incurred or
guaranteed for the purpose of financing all or any
part of the purchase price thereof or construction
thereof or improvements thereon; provided, however,
that in the case of any such acquisition,
construction or improvement, the mortgage shall not
apply to any property theretofore owned by the
Issuer or a Restricted Subsidiary, other than, in
the case of any such construction or improvement,
any theretofore unimproved real property on which
the property so constructed, or the improvement, is
located;
(3) mortgages on the property of a Restricted Subsidiary
on the date it became a Restricted Subsidiary;
(4) mortgages securing indebtedness for borrowed money
of a Restricted Subsidiary owing to the Issuer or to
another Restricted Subsidiary;
(5) mortgages on property of a corporation existing at
the time such corporation is merged into or
consolidated with the Issuer or a Restricted
Subsidiary or at the time of a purchase, lease or
other acquisition of the properties of a corporation
or firm as an entirety or substantially as an
entirety by the Issuer or a Restricted Subsidiary;
(6) any replacement or successive replacement in whole
or in part of any mortgage referred to in the
foregoing clauses (1) to (5), inclusive; provided,
however, that the principal amount of the
indebtedness for borrowed money secured by the
mortgage shall not be increased and the principal
repayment schedule and maturity of such indebtedness
shall not be extended and (i) such replacement shall
be limited to all or a part of the property which
secured the mortgage so replaced (plus improvements
and construction on such property), or (ii) if the
property which secured the mortgage so replaced has
been destroyed, condemned or damaged and pursuant to
the terms of the mortgage other property has been
substituted therefor, then such replacement shall be
limited to all or part of such substituted property;
or
(7) liens created by or resulting from any litigation or
other proceeding which is being contested in good
faith by appropriate proceedings, including liens
arising out of judgments or awards against the
Issuer or any Restricted Subsidiary with respect to
which the Issuer or such Restricted Subsidiary is in
good faith prosecuting an appeal or proceedings for
review; or liens incurred by the Issuer or any
Restricted Subsidiary for the purpose of obtaining a
stay or discharge in the course of any litigation or
other proceeding to which the Issuer or such
Restricted Subsidiary is a party.
(ii) Notwithstanding the foregoing provisions of this
Condition 3(c), the Issuer and any one or more Restricted
Subsidiaries may issue, assume or guarantee indebtedness for
borrowed money secured by mortgages which would otherwise be
subject to the foregoing restrictions in an aggregate amount
which, together with all the other outstanding indebtedness
for borrowed money of the Issuer and its Restricted
Subsidiaries secured by mortgages which is not listed in
clauses (1) through (7) of subsection (i) of this Condition
3(c), does not at the
<PAGE>
time exceed 12-1/2 per cent. of the Consolidated Net Tangible
Assets as determined by reference to the audited
consolidated financial statements of the Issuer as
of the end of the fiscal year preceding the date of
determination.
(iii) For the purposes of this Condition 3(c) only,
"Consolidated Net Tangible Assets" means the total amount of
assets (less depreciation and valuation reserves and other
reserves and items deductible from the gross book value of
specific asset amounts under generally accepted accounting
principles in the United States) which under generally
accepted accounting principles in the United States would be
included on a balance sheet of the Issuer and its Restricted
Subsidiaries, after deducting therefrom (i) all liability
items except indebtedness (whether incurred, assumed or
guaranteed) for borrowed money maturing by its terms more than
one year from the date of creation thereof or which is
extendible or renewable at the sole option of the obligor in
such manner that it may become payable more than one year from
the date of creation thereof, shareholders' equity and
reserves for deferred income taxes, (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would
be so included on such balance sheet, and (iii) amounts
invested in, or equity in the net assets of, Non-Restricted
Subsidiaries.
(d) Restrictions on the Payment of Dividends
No dividend whatever shall be paid or declared nor shall
any distributions be made on any capital stock of the Issuer
(except in shares of, or warrants or rights to subscribe for
or purchase shares of, capital stock of the Issuer), nor shall
any payment be made by the Issuer or any Restricted Subsidiary
to acquire or retire shares of such stock, at a time when an
Event of Default as defined in clauses (1) or (2) of Condition
9 has occurred and is continuing.
(e) Restrictions on permitting Restricted Subsidiaries to
become Non-Restricted Subsidiaries and Non-Restricted
Subsidiaries to become Restricted Subsidiaries
(i) The Issuer will not permit any Restricted Subsidiary
to be designated as or otherwise to become a Non-Restricted
Subsidiary unless immediately after such Restricted Subsidiary
becomes a Non-Restricted Subsidiary, it will not own, directly
or indirectly, any capital stock or indebtedness of any
Restricted Subsidiary.
(ii) The Issuer will not permit any Non-Restricted
Subsidiary to be designated as or otherwise to become a
Restricted Subsidiary unless:
(1) such Non-Restricted Subsidiary is not a Subsidiary
substantially all of the physical properties of
which are located, or substantially all of the
business of which is carried on, outside the United
States of America, its territories and possessions
and Puerto Rico; and
(2) immediately thereafter such Subsidiary has
outstanding no mortgages in respect of any of its
assets except as would have been permitted by
Condition 3(c) had such mortgages been incurred
immediately thereafter.
(iii) Promptly after the adoption of any resolution
by the Board of Directors designating a restricted Subsidiary
as a Non-Restricted Subsidiary or a Non-Restricted Subsidiary
as a Restricted Subsidiary, a copy thereof certified by the
Secretary or an Assistant Secretary of the Issuer shall be
filed with the Agent, together with an Officers' Certificate
stating that the provisions of this Condition 3(e) have been
complied with in connection with such designation.
Noteholders shall be entitled at any time during normal
business hours to obtain a list from the specified office of
the Agent of Restricted Subsidiaries and Non-Restricted
Subsidiaries and copies of (i) any certificate filed by the
Secretary or an Assistant Secretary and (ii) any Officers'
Certificate delivered, in each case, pursuant to this
paragraph (iii).
(f) Restriction on Investments in Non-Restricted Subsidiaries
The Issuer will not, nor will it permit any Restricted
Subsidiary to, make any investment in, or transfer any assets
to, a Non-Restricted Subsidiary if immediately thereafter the
Issuer would be in breach of or in default in the performance
of any covenant of the Issuer contained in these Terms and
Conditions.
4 Interest
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest on its outstanding
nominal amount (or, if it is a Partly Paid Note, the amount
paid up) from (and including) the Interest Commencement Date
at the rate(s) per annum equal to the Rate(s) of Interest
payable in arrear on the Interest Payment Date(s) in each year
and on the Maturity Date if that does not fall on an Interest
Payment Date.
<PAGE>
Except as provided in the applicable Pricing Supplement,
the amount of interest payable on each Interest Payment Date
in respect of the Fixed Interest Period ending on such date
will amount to the Fixed Coupon Amount. Payments of interest
on any Interest Payment Date will, if so specified in the
applicable Pricing Supplement, amount to the Broken Amount so
specified.
As used in these Terms and Conditions, "Fixed Interest
Period" means the period from (and including) an Interest
Payment Date (or the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date.
If interest is required to be calculated for a period
ending other than on an Interest Payment Date, such interest
shall be calculated by applying the Rate of Interest to each
Specified Denomination, multiplying such sum by the applicable
Fixed Day Count Fraction, and rounding the resultant figure to
the nearest sub-unit of the relevant Specified Currency, half
of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.
In these Conditions,
"Fixed Day Count Fraction" means:
(i) if "Actual/Actual" is specified in the applicable
Pricing Supplement, the number of days in the
relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant
payment date divided by (x) in the case of Notes
where interest is scheduled to be paid only by means
of regular annual payments, the number of days in
the period from (and including) the most recent
Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the next
scheduled Interest Payment Date or (y) in the case
of Notes where interest is scheduled to be paid
other than only by means of regular annual payments,
the product of the number of days in the period from
(and including) the most recent Interest Payment
Date (or, if none, the Interest Commencement Date)
to (but excluding) the next scheduled Interest
Payment Date and the number of Interest Payment
Dates that would occur in one calendar year assuming
interest was to be payable in respect of the whole
of that year; and
(ii) if "30/360" is specified in the applicable Pricing
Supplement, the number of days in the period from
(and including) the most recent Interest Payment
Date (or, if none, the Interest Commencement Date)
to (but excluding) the relevant payment date (such
number of days being calculated on the basis of 12
30-day months) divided by 360; and
"sub-unit" means, with respect to any currency other than
euro, the lowest amount of such currency that is available as
legal tender in the country of such currency and, with respect
to euro, means one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest
Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note
bears interest on its outstanding nominal amount (or, if it is
a Partly Paid Note, the amount paid up) from (and including)
the Interest Commencement Date and such interest will be
payable in arrear on either:
(A) the Specified Interest Payment Date(s) (each an
"Interest Payment Date") in each year specified in
the applicable Pricing Supplement; or
(B) if no Specified Interest Payment Date(s) is/are
specified in the applicable Pricing Supplement, each
date (each an "Interest Payment Date") which falls
the number of months or other period specified as
the Specified Period in the applicable Pricing
Supplement after the preceding Interest Payment Date
or, in the case of the first Interest Payment Date,
after the Interest Commencement Date.
Such interest will be payable in respect of each Interest
Period (which expression shall, in these Terms and Conditions,
mean the period from (and including) an Interest Payment Date
(or the Interest Commencement Date) to (but excluding) the
next (or first) Interest Payment Date).
If a Business Day Convention is specified in the
applicable Pricing Supplement and (x) if there is no
numerically corresponding day in the calendar month in which
an Interest Payment Date should occur or (y) if any Interest
Payment Date would otherwise fall on a day which is not a
Business Day, then, if the Business Day Convention specified
is:
(1) in any case where Specified Periods are specified in
accordance with Condition 4(b)(i)(B) above, the
Floating Rate Convention, such Interest Payment Date
(i) in the case of (x) above, shall be the last day
that is a Business Day in the relevant month and the
provisions of (B) below shall apply mutatis
<PAGE>
mutandis or (ii) in the case of (y) above, shall be
postponed to the next day which is a Business Day unless
it would thereby fall into the next calendar month, in
which event (A) such Interest Payment Date shall be
brought forward to the immediately preceding
Business Day and (B) each subsequent Interest
Payment Date shall be the last Business Day in the
month which falls the Specified Period after the
preceding applicable Interest Payment Date occurred;
or
(2) the Following Business Day Convention, such Interest
Payment Date shall be postponed to the next day
which is a Business Day; or
(3) the Modified Following Business Day Convention, such
Interest Payment Date shall be postponed to the next
day which is a Business Day unless it would thereby
fall into the next calendar month, in which event
such Interest Payment Date shall be brought forward
to the immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest
Payment Date shall be brought forward to the
immediately preceding Business Day.
In these Conditions, "Business Day" means a day which is
both:
(A) a day on which commercial banks and foreign exchange
markets settle payments and are open for general
business (including dealing in foreign exchange and
foreign currency deposits) in London and any
Additional Business Centre specified in the
applicable Pricing Supplement; and
(B) either (1) in relation to any sum payable in a
Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle
payments and are open for general business
(including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre
of the country of the relevant Specified Currency
(if other than London and any Additional Business
Centre and which if the Specified Currency is
Australian dollars or New Zealand dollars shall be
Sydney or Auckland, respectively) or (2) in relation
to any sum payable in euro, a day on which the Trans-
European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System (the "TARGET
System") is open.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect
of Floating Rate Notes and Index Linked Interest Notes will be
determined in the manner specified in the applicable Pricing
Supplement.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable
Pricing Supplement as the manner in which the Rate of Interest
is to be determined, the Rate of Interest for each Interest
Period will be the relevant ISDA Rate plus or minus (as
indicated in the applicable Pricing Supplement) the Margin (if
any). For the purposes of this sub-paragraph (A), "ISDA Rate"
for an Interest Period means a rate equal to the Floating Rate
that would be determined by the Agent under an interest rate
swap transaction if the Agent were acting as Calculation Agent
for that swap transaction under the terms of an agreement
incorporating the 1991 ISDA Definitions (as supplemented by
the 1998 Supplement and the 1998 ISDA Euro Definitions), each
as amended and updated as at the Issue Date of the first
Tranche of the Notes, published by the International Swaps and
Derivatives Association, Inc. (the "ISDA Definitions") and
under which:
(1) the Floating Rate Option is as specified in the
applicable Pricing Supplement;
(2) the Designated Maturity is a period specified in the
applicable Pricing Supplement; and
(3) the relevant Reset Date is either (i) if the
applicable Floating Rate Option is based on the
London inter-bank offered rate ("LIBOR") or on the
Euro-zone inter-bank offered rate ("EURIBOR") for a
currency, the first day of that Interest Period or
(ii) in any other case, as specified in the
applicable Pricing Supplement.
For the purposes of this sub-paragraph (A), (i) "Floating
Rate", "Calculation Agent", "Floating Rate Option",
"Designated Maturity" and "Reset Date" have the meanings given
to those terms in the ISDA Definitions, (ii) the definition of
"Banking Day" in the ISDA Definitions shall be amended to
insert after the words "are open for" in the second line the
word "general" and (iii) "Euro-zone" means the region
comprised of Member States of the European Union that adopt
the single currency in accordance with the Treaty.
<PAGE>
(B) Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the
applicable Pricing Supplement as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each
Interest Period will, subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the
fifth decimal place, with 0.000005 being rounded
upwards) of the offered quotations, (expressed as a
percentage rate per annum) for the Reference Rate
which appears or appear, as the case may be, on the
Relevant Screen Page as at 11.00 a.m. (London time,
in the case of LIBOR, or Brussels time, in the case
of EURIBOR) on the Interest Determination Date in
question plus or minus (as indicated in the
applicable Pricing Supplement) the Margin (if any),
all as determined by the Agent. If five or more of
such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of
such quotations) and the lowest (or, if there is
more than one such lowest quotation, one only of
such quotations) shall be disregarded by the Agent
for the purpose of determining the arithmetic mean
(rounded as provided above) of such offered
quotations.
The Agency Agreement contains provisions for
determining the Rate of Interest in the event that
the Relevant Screen Page is not available or if, in
the case of (1) above, no such offered quotation
appears or, in the case of (2) above, fewer than
three such offered quotations appear, in each case
as at the time specified in the preceding paragraph.
If the Reference Rate from time to time in respect
of Floating Rate Notes is specified in the
applicable Pricing Supplement as being other than
LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the
applicable Pricing Supplement.
(iii) Minimum Rate of Interest and/or Maximum Rate of
Interest
If the applicable Pricing Supplement specifies a Minimum
Rate of Interest for any Interest Period, then, in the event
that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii)
above is less than such Minimum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Minimum Rate
of Interest.
If the applicable Pricing Supplement specifies a Maximum
Rate of Interest for any Interest Period, then, in the event
that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii)
above is greater than such Maximum Rate of Interest, the Rate
of Interest for such Interest Period shall be such Maximum
Rate of Interest.
(iv) Determination of Rate of Interest and calculation of
Interest Amounts
The Agent, in the case of Floating Rate Notes, and the
Calculation Agent, in the case of Index Linked interest Notes,
will at or as soon as practicable after each time at which the
Rate of Interest is to be determined, determine the Rate of
Interest for the relevant Interest Period. In the case of
Index Linked Interest Notes, the Calculation Agent will notify
the Agent of the Rate of Interest for the relevant Interest
Period as soon as practicable after calculating the same.
The Agent will calculate the amount of interest (the
"Interest Amount") payable on the Floating Rate Notes or Index
Linked Interest Notes in respect of each Specified
Denomination for the relevant Interest Period. Each Interest
Amount shall be calculated by applying the Rate of Interest to
each Specified Denomination, multiplying such sum by the
applicable Day Count Fraction, and rounding the resultant
figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or
otherwise in accordance with applicable market convention.
"Day Count Fraction" means, in respect of the calculation
of an amount of interest for any Interest Period:
(i) if "Actual/365" or "Actual/Actual" is specified in
the applicable Pricing Supplement, the actual number
of days in the Interest Period divided by 365 (or,
if any portion of that Interest Period falls in a
leap year, the sum of (A) the actual number of days
in that portion of the Interest Period falling in a
leap year divided by 366 and (B) the actual number
of days in that portion of the Interest Period
falling in a non-leap year divided by 365);
(ii) if "Actual/365 (Fixed)" is specified in the
applicable Pricing Supplement, the actual number of
days in the Interest Period divided by 365;
<PAGE>
(iii) if "Actual/360" is specified in the applicable
Pricing Supplement, the actual number of days in the
Interest Period divided by 360;
(iv) if "30/360", "360/360" or "Bond Basis" is specified
in the applicable Pricing Supplement, the number of
days in the Interest Period divided by 360 (the
number of days to be calculated on the basis of a
year of 360 days with 12 30-day months (unless (a)
the last day of the Interest Period is the 31st day
of a month but the first day of the Interest Period
is a day other than the 30th or 31st day of a month,
in which case the month that includes that last day
shall not be considered to be shortened to a 30-day
month, or (b) the last day of the Interest Period is
the last day of the month of February, in which case
the month of February shall not be considered to be
lengthened to a 30-day month)); and
(v) if "30E/360" or "Eurobond Basis" is specified in the
applicable Pricing Supplement, the number of days in
the Interest Period divided by 360 (the number of
days to be calculated on the basis of a year of 360
days with 12 30-day months, without regard to the
date of the first day or last day of the Interest
Period unless, in the case of an Interest Period
ending on the Maturity Date, the Maturity Date is
the last day of the month of February, in which case
the month of February shall not be considered to be
lengthened to a 30-day month).
(v) Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each
Interest Amount for each Interest Period and the relevant
Interest Payment Date to be notified to the Issuer and any
stock exchange on which the relevant Floating Rate Notes or
Index Linked Interest Notes are for the time being listed and
notice thereof to be given to the Noteholders in accordance
with Condition 13 as soon as possible after their
determination but in no event later than the fourth London
Business Day thereafter. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of
adjustment) without prior notice in the event of an extension
or shortening of the Interest Period. Any such amendment will
be promptly notified to each stock exchange on which the
relevant Floating Rate Notes or Index Linked Interest Notes
are for the time being listed and to the Noteholders in
accordance with Condition 13. For the purposes of this
paragraph, the expression "London Business Day" means a day
(other than a Saturday or a Sunday) on which banks and foreign
exchange markets are open for business in London.
(vi) Certificates to be final
All certificates, communications, opinions,
determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions
of this Condition 4(b), whether by the Agent or, if
applicable, the Calculation Agent, shall (in the absence of
wilful default, bad faith or manifest error) be binding on the
Issuer, the Agent, the Calculation Agent (if applicable), the
other Paying Agents and all Noteholders, Receiptholders and
Couponholders and (in the absence as aforesaid) no liability
to the Issuer, the Noteholders, the Receiptholders or the
Couponholders shall attach to the Agent or the Calculation
Agent (if applicable) in connection with the exercise or non-
exercise by it of its powers, duties and discretions pursuant
to such provisions.
(c) Interest on Dual Currency Notes
In the case of Dual Currency Notes, if the rate or amount
of interest is to be determined by reference to an exchange
rate, the rate or amount of interest payable shall be
determined in the manner specified in the applicable Pricing
Supplement.
(d) Interest on Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid
Notes which are Zero Coupon Notes), interest will accrue as
aforesaid on the paid-up nominal amount of such Notes and
otherwise as specified in the applicable Pricing Supplement.
(e) Accrual of interest
Each Note (or in the case of the redemption of part only
of a Note, that part only of such Note) will cease to bear
interest (if any) from the date for its redemption unless,
upon due presentation thereof, payment of principal is
improperly withheld or refused. In such event, interest will
continue to accrue until whichever is the earlier of:
(1) the date on which all amounts due in respect of such
Note have been paid; and
(2) five days after the date on which the full amount of
the moneys payable in respect of such Note has been
received by the Agent and notice to that effect has
been given to the Noteholders in accordance with
Condition 13.
<PAGE>
5 Payments
(a) Method of payment
Subject as provided below:
(i) payments in a Specified Currency other than euro
will be made by credit or transfer to an account in
the relevant Specified Currency (which, in the case
of a payment in Japanese yen to a non-resident of
Japan, shall be a non-resident account) maintained
by the payee with, or, at the option of the payee,
by a cheque in such Specified Currency drawn on, a
bank in the principal financial centre of the
country of such Specified Currency (which, if the
Specified Currency is Australian dollars or New
Zealand dollars, shall be Sydney or Auckland,
respectively); and
(ii) payments in euro will be made by credit or transfer
to a euro account (or any other account to which
euro may be credited or transferred) specified by
the payee or, at the option of the payee, by a euro
cheque.
Payments will be subject in all cases to any fiscal or
other laws and regulations applicable thereto in the place of
payment, but without prejudice to the provisions of Condition
7.
(b) Presentation of definitive Notes, Receipts and Coupons
Payments of principal in respect of definitive Notes will
(subject as provided below) be made in the manner provided in
paragraph (a) above only against presentation and surrender
(or, in the case of part payment of any sum due, endorsement)
of definitive Notes, and payments of interest in respect of
definitive Notes will (subject as provided below) be made as
aforesaid only against presentation and surrender (or, in the
case of part payment of any sum due, endorsement) of Coupons,
in each case at the specified office of any Paying Agent
outside the United States (which expression, as used herein,
means the United States of America (including the States and
the District of Columbia, its territories, its possessions and
other areas subject to its jurisdiction)).
Payments of instalments of principal (if any) in respect
of definitive Notes, other than the final instalment, will
(subject as provided below) be made in the manner provided in
paragraph (a) above against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of the
relevant Receipt in accordance with the preceding paragraph.
Payment of the final instalment will be made in the manner
provided in paragraph (a) above only against presentation and
surrender (or, in the case of part payment of any sum due,
endorsement) of the relevant Note in accordance with the
preceding paragraph. Each Receipt must be presented for
payment of the relevant instalment together with the
definitive Note to which it appertains. Receipts presented
without the definitive Note to which they appertain do not
constitute valid obligations of the Issuer. Upon the date on
which any definitive Note becomes due and repayable, unmatured
Receipts (if any) relating thereto (whether or not attached)
shall become void and no payment shall be made in respect
thereof.
Fixed Rate Notes in definitive form (other than Dual
Currency Notes or Index Linked Notes) should be presented for
payment together with all unmatured Coupons appertaining
thereto (which expression shall for this purpose include
Coupons which are to be issued on exchange of matured Talons),
failing which the amount of any missing unmatured Coupon (or,
in the case of payment not being made in full, the same
proportion of the amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from
the sum due for payment. Each amount of principal so deducted
will be paid in the manner mentioned above against surrender
of the relevant missing Coupon at any time before the expiry
of 10 years after the Relevant Date (as defined in Condition
7) in respect of such principal (whether or not such Coupon
would otherwise have become void under Condition 8) or, if
later, five years from the date on which such Coupon would
otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due
and repayable prior to its Maturity Date, all unmatured Talons
(if any) appertaining thereto will become void and no further
Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual
Currency Note or Index Linked Interest Note in definitive form
becomes due and repayable, unmatured Coupons and Talons (if
any) relating thereto (whether or not attached) shall become
void and no payment or, as the case may be, exchange for
further Coupons shall be made in respect thereof.
If the due date for redemption of any definitive Note is
not an Interest Payment Date, interest (if any) accrued in
respect of such Note from (and including) the preceding
Interest Payment Date or the Interest Commencement Date, as
the case may be, shall be payable only against surrender of
the relevant definitive Note.
<PAGE>
(c) Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of
Notes represented by any Global Note will (subject as provided
below) be made in the manner specified above in relation to
definitive Notes and otherwise in the manner specified in the
relevant Global Note against presentation or surrender, as the
case may be, of such Global Note at the specified office of
any Paying Agent outside the United States. A record of each
payment made against presentation or surrender of any Global
Note, distinguishing between any payment of principal and any
payment of interest, will be made on such Global Note by the
Paying Agent to which it was presented and such record shall
be prima facie evidence that the payment in question has been
made.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person
entitled to receive payments in respect of Notes represented
by such Global Note and the Issuer will be discharged by
payment to, or to the order of, the holder of such Global Note
in respect of each amount so paid. Each of the persons shown
in the records of Euroclear or Cedelbank as the beneficial
holder of a particular nominal amount of Notes represented by
such Global Note must look solely to Euroclear or Cedelbank,
as the case may be, for his share of each payment so made by
the Issuer to, or to the order of, the holder of such Global
Note.
Notwithstanding the foregoing provisions of this
Condition, if any amount of principal and/or interest in
respect of Notes is payable in U.S. dollars, such U.S. dollar
payments of principal and/or interest in respect of such Notes
will be made at the specified office of a Paying Agent in the
United States if:
(i) the Issuer has appointed Paying Agents with
specified offices outside the United States with the
reasonable expectation that such Paying Agents would
be able to make payment in U.S. dollars at such
specified offices outside the United States of the
full amount of principal and interest on the Notes
in the manner provided above when due;
(ii) payment of the full amount of such principal and
interest at all such specified offices outside the
United States is illegal or effectively precluded by
exchange controls or other similar restrictions on
the full payment or receipt of principal and
interest in U.S. dollars; and
(iii) such payment is then permitted under United
States law without involving, in the opinion of the
Issuer, adverse tax consequences to the Issuer.
(e) Payment Day
If the date for payment of any amount in respect of any
Note, Receipt or Coupon is not a Payment Day, the holder
thereof shall not be entitled to payment until the next
following Payment Day in the relevant place and shall not be
entitled to further interest or other payment in respect of
such delay. For these purposes, "Payment Day" means any day
which (subject to Condition 8) is:
(i) a day on which commercial banks and foreign exchange
markets settle payments and are open for general
business (including dealing in foreign exchange and
foreign currency deposits) in:
(A) the relevant place of presentation;
(B) London;
(C) any Additional Financial Centre specified in
the applicable Pricing Supplement; and
(ii) either (1) in relation to any sum payable in a
Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle
payments and are open for general business
(including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre
of the country of the relevant Specified Currency
(if other than the place of presentation, London and
any Additional Financial Centre and which if the
Specified Currency is Australian dollars or New
Zealand dollars shall be Sydney or Auckland,
respectively) or (2) in relation to any sum payable
in euro, a day on which the TARGET System is open.
(f) Interpretation of principal and interest
Any reference in these Terms and Conditions to principal
in respect of the Notes shall be deemed to include, as
applicable:
(i) any additional amounts which may be payable with
respect to principal under Condition 7;
(ii) the Final Redemption Amount of the Notes;
<PAGE>
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the
Notes;
(v) in relation to Notes redeemable in instalments, the
Instalment Amounts;
(vi) in relation to Zero Coupon Notes, the Amortised Face
Amount (as defined in Condition 6(e)); and
(vii) any premium and any other amounts which may be
payable by the Issuer under or in respect of the
Notes.
Any reference in these Terms and Conditions to interest
in respect of the Notes shall be deemed to include, as
applicable, any additional amounts which may be payable with
respect to interest under Condition 7.
6 Redemption and Purchase
(a) Redemption at Maturity
Unless previously redeemed or purchased and cancelled as
specified below, each Note will be redeemed by the Issuer at
its Final Redemption Amount specified in, or determined in the
manner specified in, the applicable Pricing Supplement in the
relevant Specified Currency on the Maturity Date.
(b) Redemption for Tax Reasons
If (i) as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of
the United States (or any political subdivision or taxing
authority thereof or therein), or any change in the official
application (including a ruling by a court of competent
jurisdiction in the United States) or interpretation of such
laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after the Issue Date of
the first Tranche of the Notes, the Issuer becomes or will
become obligated to pay Additional Amounts with respect to the
Notes or Coupons or Receipts as provided in Condition 7 or
(ii) any act is taken by a taxing authority of the United
States on or after the Issue Date of the first Tranche of the
Notes, whether or not such act is taken with respect to the
Issuer or any affiliate, that results in a substantial
likelihood that the Issuer will or may be required to pay such
Additional Amounts, then the Issuer may, at its option,
redeem, as a whole, but not in part, the Notes on not less
than 30 nor more than 60 days' prior notice (ending, in the
case of Floating Rate Notes or Index Linked Interest Notes, on
an Interest Payment Date), at their Early Redemption Amount
calculated in accordance with Condition 6(e)), together with
accrued interest (if any) thereon, to but excluding the due
date for redemption; provided that the Issuer determines, in
its business judgment, that the obligation to pay such
Additional Amounts cannot be avoided by the use of reasonable
measures available to it, not including substitution of the
obligor under the Notes or any action that would entail a
material cost to the Issuer.
No redemption pursuant to (ii) above may be made unless
the Issuer shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority
of the United States results in a substantial likelihood that
it will or may be required to pay the Additional Amounts
described above and the Issuer shall have delivered to the
Agent a certificate, signed by a duly authorised officer,
stating that based on such opinion the Issuer is entitled to
redeem the Notes pursuant to this provision.
(c) Redemption at the Option of the Issuer (Issuer Call)
If Issuer Call is specified in the applicable Pricing
Supplement, the Issuer may, having given:
(i) not less than 15 nor more than 30 days' notice to
the Noteholders in accordance with Condition 13; and
(ii) not less than 15 days before the giving of the
notice referred to in (i), notice to the Agent;
(which notices shall be irrevocable and shall specify the
date fixed for redemption), redeem all or some only of
the Notes then outstanding on any Optional Redemption
Date and at the Optional Redemption Amount(s) specified
in, or determined in the manner specified in, the
applicable Pricing Supplement together, if appropriate,
with interest accrued to (but excluding) the relevant
Optional Redemption Date. Any such redemption must be of
a nominal amount at least equal to the Minimum Redemption
Amount or not greater than a Higher Redemption Amount.
In the case of a partial redemption of Notes, the Notes
to be redeemed ("Redeemed Notes") will be selected
individually by lot, in the case of Redeemed Notes
represented by definitive Notes, and in accordance with
the rules of Euroclear and/or Cedelbank, in the case of
Redeemed Notes represented by a Global Note, not more
than 30 days prior to the date fixed for redemption (such
date of selection being hereinafter called the "Selection
Date"). In the case of Redeemed Notes represented by
definitive Notes, a list of the serial numbers of such
Redeemed Notes will be published in accordance with
Condition 13 not less than 15 days prior to the date
fixed for redemption. The aggregate nominal amount of
<PAGE>
Redeemed Notes represented by definitive Notes shall bear
the same proportion to the aggregate nominal amount of
all Redeemed Notes as the aggregate nominal amount of
definitive Notes outstanding bears to the aggregate
nominal amount of the Notes outstanding, in each case on
the Selection Date, provided that such first mentioned
nominal amount shall, if necessary, be rounded downwards
to the nearest integral multiple of the Specified
Denomination, and the aggregate nominal amount of
Redeemed Notes represented by a Global Note shall be
equal to the balance of the Redeemed Notes. No exchange
of the relevant Global Note will be permitted during the
period from (and including) the Selection Date to (and
including) the date fixed for redemption pursuant to this
paragraph (c) and notice to that effect shall be given by
the Issuer to the Noteholders in accordance with
Condition 13 at least five days prior to the Selection
Date.
(d) Redemption at the Option of the Noteholders (Investor
Put)
If Investor Put is specified in the applicable Pricing
Supplement, upon the holder of any Note giving to the Issuer
in accordance with Condition 13 not less than 15 nor more than
30 days' notice the Issuer will, upon the expiry of such
notice, redeem, subject to, and in accordance with, the terms
specified in the applicable Pricing Supplement, such Note on
the Optional Redemption Date and at the Optional Redemption
Amount together, if appropriate, with interest accrued to (but
excluding) the Optional Redemption Date.
If this Note is in definitive form, to exercise the right
to require redemption of this Note the holder of this Note
must deliver such Note at the specified office of any Paying
Agent at any time during normal business hours of such Paying
Agent falling within the notice period, accompanied by a duly
completed and signed notice of exercise in the form (for the
time being current) obtainable from any specified office of
any Paying Agent (a "Put Notice") and in which the holder must
specify a bank account (or, if payment is required to be made
by cheque, an address) to which payment is to be made under
this Condition.
Any Put Notice given by a holder of any Note pursuant to
this paragraph shall be irrevocable except where prior to the
due date of redemption an Event of Default shall have occurred
and be continuing in which event such holder, at its option,
may elect by notice to the Issuer to withdraw the notice given
pursuant to this paragraph and instead to declare such Note
forthwith due and payable pursuant to Condition 9.
(e) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 9,
each Note will be redeemed at the Early Redemption Amount
calculated as follows:
(i) in the case of a Note with a Final Redemption Amount
equal to the Issue Price, at the Final Redemption
Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note
but including an Instalment Note and Partly Paid
Note) with a Final Redemption Amount which is or may
be less or greater than the Issue Price or which is
payable in a Specified Currency other than that in
which the Notes are denominated, at the amount
specified in, or determined in the manner specified
in, the applicable Pricing Supplement or, if no such
amount or manner is so specified in the applicable
Pricing Supplement, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount
(the "Amortised Face Amount") equal to the sum of:
(A) the Reference Price; and
(B) the product of the Accrual Yield (compounded
annually) being applied to the Reference Price
from (and including) the Issue Date of the
first Tranche of the Notes to (but excluding)
the date fixed for redemption or (as the case
may be) the date upon which such Note becomes
due and repayable.
Where such calculation is to be made for a period
which is not a whole number of years, it shall be
made (i) in the case of a Zero Coupon Note other
than a Zero Coupon Note payable in euro, on the
basis of a 360-day year consisting of 12 months of
30 days each or (ii) in the case of a Zero Coupon
Note payable in euro, on the basis of the actual
number of days elapsed divided by 365 (or, if any of
the days elapsed falls in a leap year, the sum of
(x) the number of those days falling in a leap year
divided by 366 and (y) the number of those days
falling in a non-leap year divided by 365) or (in
either case) or such other calculation basis as may
be specified in the applicable Pricing Supplement.
(f) Instalments
Instalment Notes will be redeemed in the Instalment
Amounts and on the Instalment Dates. In the case of early
redemption, the Early Redemption Amount will be determined
pursuant to paragraph (e) above.
<PAGE>
(g) Partly Paid Notes
Partly Paid Notes will be redeemed, whether at maturity,
early redemption or otherwise, in accordance with the
provisions of this Condition and the applicable Pricing
Supplement.
(h) Purchases
The Issuer or any Subsidiary of the Issuer may at any
time purchase Notes (provided that, in the case of definitive
Notes, all unmatured Receipts, Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open
market or otherwise. Such Notes may be held, reissued, resold
or, at the option of the Issuer, surrendered to any Paying
Agent for cancellation.
(i) Cancellation
All Notes which are redeemed will forthwith be cancelled
(together with all unmatured Receipts, Coupons and Talons
attached thereto or surrendered therewith at the time of
redemption). All Notes so cancelled and the Notes purchased
and cancelled pursuant to paragraph (h) above (together with
all unmatured Receipts, Coupons and Talons cancelled
therewith) shall be forwarded to the Agent and cannot be
reissued or resold.
(j) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note
upon redemption of such Zero Coupon Note pursuant to paragraph
(a), (b), (c) or (d) above or upon its becoming due and
repayable as provided in Condition 9 is improperly withheld or
refused, the amount due and repayable in respect of such Zero
Coupon Note shall be the amount calculated as provided in
paragraph (e)(iii) above as though the references therein to
the date fixed for the redemption or the date upon which such
Zero Coupon Note becomes due and payable were replaced by
references to the date which is the earlier of:
(i) the date on which all amounts due in respect of such
Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of
the moneys payable in respect of such Zero Coupon
Notes has been received by the Agent and notice to
that effect has been given to the Noteholders in
accordance with Condition 13.
7 Taxation
(a) The Issuer will, subject to the exceptions and
limitations set forth below, pay to the holder of any Note,
Receipt or Coupon who is a United States Alien (as defined
below) as additional interest such additional amounts
("Additional Amounts") as may be necessary so that every net
payment on such Note, Receipt or Coupon, after deduction or
other withholding for or on account of any present or future
tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political
subdivision or taxing authority thereof or therein), will not
be less than the amount provided in such Note or in such
Receipt or in such Coupon to be then due and payable.
However, the Issuer will not be required to make any payment
of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge
that would not have been so imposed but for (1) the
existence of any present or former connection
between such holder or beneficial owner (or between
a fiduciary, settlor, beneficiary, member or
shareholder of, or a person holding a power over,
such holder, if such holder is an estate, trust,
partnership or corporation) and the United States or
any political subdivision or taxing authority
thereof or therein, including, without limitation,
such holder (or such fiduciary, settlor,
beneficiary, member, shareholder or person holding a
power) being or having been a citizen or resident or
treated as a resident thereof, or being or having
been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, (2) the presentation by the
holder of any Note or any Receipt or any Coupon for
payment on a date more than 10 days after the date
on which such payment became due and payable or the
date on which payment thereof was duly provided for,
whichever occurred later, or (3) such holder's
present or former status as a personal holding
company, a foreign personal holding company or a
controlled foreign corporation for United States tax
purposes, a foreign private foundation or other
foreign tax-exempt organisation or a corporation
that accumulates earnings to avoid United States
Federal income tax;
(ii) any estate, inheritance, gift, sales, transfer,
wealth, personal property or similar tax, assessment
or other governmental charge;
(iii) any tax, assessment or other governmental
charge that is payable otherwise than by deduction
or withholding from a payment on a Note, Receipt or
Coupon;
<PAGE>
(iv) any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from any
payment on a Note, Receipt or Coupon if such payment
can be made without such withholding by any other
Paying Agent;
(v) any tax, assessment or other governmental charge
that would not have been imposed but for a failure
to comply with any applicable certification,
information, identification, documentation or other
reporting requirements concerning the nationality,
residence, identity or connection with the United
States of the holder or beneficial owner of a Note,
Receipt or Coupon if, without regard to any tax
treaties, such compliance is required as a
precondition to relief or exemption from such tax,
assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge
imposed as a result of a person's actual or
constructive holding of 10 per cent. or more of the
total combined voting power of all classes of stock
of the Issuer entitled to vote or as the result of
the receipt of interest by a bank on an extension of
credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or
business;
(vii) any tax, assessment or other governmental
charge imposed on any payment on a Note, Receipt or
Coupon to a holder who is a fiduciary or partnership
or other than the sole beneficial owner of such
payment to the extent a beneficiary or settlor with
respect to such fiduciary, a member of such
partnership or the beneficial owner would not have
been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner
been the holder of such Note, Receipt or Coupon;
(viii) any tax, assessment or other governmental
charge which would not have been imposed but for the
fact that such Note, Receipt or Coupon constitutes a
"United States real property interest" as defined in
section 897(c)(1) of the United States Internal
Revenue Code of 1986, as amended, with respect to
the beneficial owner of such Note, Receipt or
Coupon; or
(ix) any combination of (i), (ii), (iii), (iv), (v),
(vi), (vii) and (viii) above.
(b) Except as otherwise indicated, for purposes of these
Terms and Cnditions:
(i) "United States", means the United States of
America (including the States and the District
of Columbia), its territories, its possessions
and other areas subject to its jurisdiction;
(ii) "United States person" means:
(i) an individual who is a citizen or resident
of the United States, (ii) a corporation,
partnership or other entity created or
organised in or under the laws of the
United States, (iii) an estate the income
of which is subject to United States
Federal income taxation regardless of its
source or, (iv) a trust if a United States
court is able to exercise primary
supervision over the administration of the
trust and one or more United States
persons have the authority to control all
substantial decisions of the trust; and
(iii) "United States Alien" means any person who
is not a United States person.
If the Issuer shall determine, based upon a written
opinion of independent legal counsel of recognised standing,
that any payment made outside the United States by the Issuer
or any Paying Agent of any amount of principal or interest due
with respect to any Note or Coupon would be subject to any
certification, documentation, information or other reporting
requirement of any kind under any present or future United
States laws or regulations, the effect of which requirement
would be the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or
identity of a beneficial owner of such Note or Coupon who is a
United States Alien (other than a requirement (a) that would
not be applicable to a payment made by the Issuer or any
Paying Agent (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner, or
(b) that can be satisfied by such custodian, nominee or other
agent certifying to the effect that the beneficial owner is a
United States Alien, provided that, in any case referred to in
clauses (a)(ii) or (b), payment by the custodian, nominee or
other agent to the beneficial owner is not otherwise subject
to any such requirement, or (c) that would not be applicable
to a payment by at least one Paying Agent), the Issuer shall
at its option either (x) redeem all (but not some only) of the
outstanding Notes, at their Early Redemption Amount together
with accrued interest (if any) thereon, or (y) if the
conditions of the next succeeding paragraph are satisfied, pay
the Additional Amounts specified in such paragraph. The
Issuer shall make such determination as soon as practicable
and publish prompt notice thereof in the manner specified in
Condition 13 (the "Determination Notice"), stating the
effective date of such certification, documentation,
information or other reporting requirement, whether the Issuer
will redeem the Notes or pay the Additional Amounts specified
in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Notes must take place, as
provided in the next succeeding sentence. If the Notes are to
be redeemed pursuant to this paragraph, such
<PAGE>
redemption shall take place on such date (which date, in
the case of Floating Rate Notes or Index Linked Interest Notes,
shall be an Interest Payment Date), not later than one year after
the publication of the Determination Notice, as the Issuer shall
elect by notice to the Agent at least 30 days before the date
fixed for redemption. Notice of such redemption of the Notes
will be given to the Noteholders by publication in the manner
specified in Condition 13, the publication to be not less than
30 days nor more than 60 days prior to the date fixed for
redemption. Notwithstanding the foregoing, the Issuer shall
not so redeem the Notes if the Issuer shall subsequently
determine, not less than 30 days prior to the date fixed for
redemption that subsequent payments in respect of the Notes
and Coupons would not be subject to any such certification,
documentation, information or other reporting requirement, in
which case the Issuer shall give prompt notice of such
subsequent determination by publication in the manner
specified in Condition 13 and any earlier redemption notice
shall be revoked and of no further effect.
(c) Notwithstanding the foregoing, if and so long as the
certification, documentation, information or other reporting
requirement referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or
similar charge, the Issuer may elect, prior to publication of
the Determination Notice, to pay as additional interest such
Additional Amounts as may be necessary so that every net
payment made outside the United States following the effective
date of such requirement by the Issuer or any Paying Agent in
respect of any Note or any Coupon of which the beneficial
owner is a United States Alien (but without any requirement
that the nationality, residence or identity, other than status
as a United States Alien, of such beneficial owner be
disclosed to the Issuer, any Paying Agent or any governmental
authority), after deducting or withholding for or on account
of such backup withholding tax or similar charge (other than a
backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the first
parenthetical clause of the first sentence of the preceding
paragraph, (ii) is imposed as a result of presentation of such
Note or Coupon for payment more than 10 days after the date on
which such payment became due and payable or on which payment
thereof was duly provided for, whichever occurred later, or
(iii) is imposed as a result of the fact that the Issuer or
any Paying Agent has actual knowledge that the beneficial
owner of such Note or Coupon is within the category of persons
described above in paragraph (a)(i)(1) and (a)(i)(2) of this
Condition), will not be less than the amount provided for in
such Note or Coupon to be then due and payable. If the Issuer
elects to pay Additional Amounts pursuant to this paragraph,
the Issuer shall continue to have the right to redeem all (but
not some only) of the Notes at any time (in the case of Notes
other than Floating Rate Notes and Index Interest Linked
Interest Notes) or on any Interest Payment Date (in the case
of Floating Rate Notes or Index Linked Interest Notes) subject
to the provisions of the last two sentences of the immediately
preceding paragraph. If the Issuer elects to pay Additional
Amounts pursuant to this paragraph, and the condition
specified in the first sentence of this paragraph can no
longer be satisfied, then the Issuer shall redeem the Notes
pursuant to the provisions of the immediately preceding
paragraph.
8 Prescription
The Notes, Receipts and Coupons will become void unless
presented for payment within a period of 10 years (in the case
of principal) and five years (in the case of interest) after
the Relevant Date therefor.
As used in these Terms and Conditions, the "Relevant
Date" means the date on which a payment in respect of a Note,
Receipt or Coupon first becomes due, except that, if the full
amount of the moneys payable has not been duly received by the
Agent on or prior to such due date, it means the date on
which, the full amount of such moneys having been so received,
notice to that effect is duly given to the Noteholders in
accordance with Condition 13.
There shall not be included in any Coupon sheet issued on
exchange of a Talon any Coupon the claim for payment in
respect of which would be void pursuant to this Condition or
Condition 5(b) or any Talon which would be void pursuant to
Condition 5(b).
9 Events of Default
Any one of the following events shall be "Events of
Default" (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any
administrative or governmental body):
(1) default in the payment of the principal of any Note
when due; or
(2) default in the payment of any interest upon any Note
when it becomes due and payable, and continuance of
such default for a period of 30 days or more; or
(3) default in the performance, or breach, of any other
covenant of the Issuer in any Note, and continuance
of such default or breach for a period of 60 days
after there has been given, by registered or
certified
<PAGE>
mail, to the Issuer by Noteholders holding
at least 25 per cent. in aggregate principal amount
of the Notes at the time outstanding a written
notice specifying such default or breach and
requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or
(4) default under any mortgage, indenture or instrument
under which there is issued, or which secures or
evidences, any indebtedness for borrowed money of
the Issuer or any Restricted Subsidiary now existing
or hereinafter created, which default shall
constitute a failure to pay principal of such
indebtedness in an amount exceeding U.S. $20,000,000
when due and payable (other than as a result of
acceleration), after expiration of any applicable
grace period with respect thereto, or shall have
resulted in an aggregate principal amount of such
indebtedness exceeding U.S. $20,000,000 becoming or
being declared due and payable prior to the date on
which it would otherwise have become due and
payable, without such indebtedness having been
discharged or such acceleration having been
rescinded or annulled within a period of 30 days
after there has been given by registered or
certified mail, to the Issuer by Noteholders holding
at least 25 per cent. in aggregate principal amount
of the Notes at the time outstanding, a written
notice specifying such default with respect to the
other indebtedness and requiring the Issuer to cause
such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder;
or
(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in
respect of the Issuer in an involuntary case or
proceeding under any applicable United States
Federal or State bankruptcy, insolvency,
reorganisation or other similar law or (B) a decree
or order adjudging the Issuer bankrupt or insolvent,
or approving as properly filed a petition seeking
reorganisation, arrangement, adjustment or
composition of or in respect of the Issuer under any
applicable United States Federal or State law, or
appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar
official of the Issuer or of any substantial part of
its property, or ordering the winding up or
liquidation of its affairs, and the continuance of
any such decree or order for relief or any such
other decree or order unstayed and in effect for a
period of 60 consecutive days; or
(6) the commencement by the Issuer of a voluntary case
or proceeding under any applicable United States
Federal or State bankruptcy, insolvency,
reorganisation or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Issuer
in an involuntary case or proceeding under any
applicable United States Federal or State
bankruptcy, insolvency, reorganisation or other
similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent
seeking reorganisation or relief under any
applicable United States Federal or State law, or
the consent by it to the filing of such petition or
to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Issuer or of
any substantial part of its property, or the making
by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability
to pay its debts generally as they become due, or
the taking of corporate action by the Issuer in
furtherance of any such action.
If an Event of Default occurs and is continuing, then in
every such case each Noteholder may declare the Notes held by
such Noteholder to be due and payable immediately, by a notice
in writing to the Issuer in accordance with Condition 13, and
upon any such declaration such Notes shall become immediately
due and payable at their Early Redemption Amount together with
interest accrued to the date of redemption.
10 Replacement of Notes, Receipts, Coupons and Talons
Should any Note, Receipt, Coupon or Talon be lost,
stolen, mutilated, defaced or destroyed, it may be replaced at
the specified office of the Agent upon payment by the claimant
of such costs and expenses as may be incurred in connection
therewith and on such terms as to evidence and indemnity as
the Issuer may reasonably require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before
replacements will be issued.
11 Paying Agents
The names of the initial Paying Agents and their initial
specified offices are set out below.
The Issuer is entitled to vary or terminate the
appointment of any Paying Agent and/or appoint additional or
other Paying Agents and/or approve any change in the specified
office through which any Paying Agent acts, provided that:
(i) there will at all times be an Agent;
<PAGE>
(ii) so long as the Notes are listed on any stock
exchange, there will at all times be a Paying Agent
with a specified office in such place as may be
required by the rules and regulations of the
relevant stock exchange; and
(iii) there will at all times be a Paying Agent with
a specified office outside the European Union.
In addition, the Issuer shall forthwith appoint a Paying
Agent having a specified office in New York City in the
circumstances described in Condition 5(d). Any variation,
termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45
days' prior notice thereof shall have been given to the
Noteholders in accordance with Condition 13.
In acting under the Agency Agreement, the Paying Agents
act solely as agents of the Issuer and do not assume any
obligation to, or relationship of agency or trust with, any
Noteholders, Receiptholders or Couponholders. The Agency
Agreement contains provisions permitting any entity into which
any Paying Agent is merged or converted or with which it is
consolidated or to which it transfers all or substantially all
of its assets to become the successor paying agent.
12 Exchange of Talons
On and after the Interest Payment Date on which the final
Coupon comprised in any Coupon sheet matures, the Talon (if
any) forming part of such Coupon sheet may be surrendered at
the specified office of the Agent or any other Paying Agent in
exchange for a further Coupon sheet including (if such further
Coupon sheet does not include Coupons to (and including) the
final date for the payment of interest due in respect of the
Note to which it appertains) a further Talon, subject to the
provisions of Condition 8.
13 Notices
All notices regarding the Notes will be deemed to be
validly given if published (i) in a leading English language
daily newspaper of general circulation in London, (ii) if and
for so long as the Notes are listed on the Luxembourg Stock
Exchange, a daily newspaper of general circulation in
Luxembourg and (iii) (in respect of any Notes listed on the
Paris Bourse (so long as that exchange requires)) in a French
language daily newspaper of general circulation in Paris. It
is expected that such publication will be made in the
Financial Times in London, the Luxemburger Wort in Luxembourg
and Les Echos in Paris. The Issuer shall also ensure that
notices are duly published in a manner which complies with the
rules and regulations of any stock exchange on which the Notes
are for the time being listed. Any such notice will be deemed
to have been given on the date of the first publication or,
where required to be published in more than one newspaper, on
the date of the first publication in all required newspapers.
Until such time as any definitive Notes are issued, there
may, so long as any Global Notes representing the Notes are
held in their entirety on behalf of Euroclear and/or
Cedelbank, be substituted for such publication in such
newspaper(s) the delivery of the relevant notice to Euroclear
and/or Cedelbank for communication by them to the holders of
the Notes and, in addition, for so long as any Notes are
listed on a stock exchange and the rules of that stock
exchange so require, such notice will be published in a daily
newspaper of general circulation in the place or places
required by that stock exchange. Any such notice shall be
deemed to have been given to the holders of the Notes on the
fourth weekday after the day on which the said notice was
given to Euroclear and/or Cedelbank.
Notices to be given by any Noteholder to the Issuer shall
be in writing and given by lodging the same, together (in the
case of any Note in definitive form) with the relative Note or
Notes, with the Agent. Whilst any of the Notes are
represented by a Global Note, such notice may be given by any
holder of a Note to the Agent through Euroclear and/or
Cedelbank, as the case may be, in such manner as the Agent and
Euroclear and/or Cedelbank, as the case may be, may approve
for this purpose.
14 Meetings of Noteholders, Modification and Waiver
The Agency Agreement contains provisions for convening
meetings of the Noteholders to consider any matter affecting
their interests, including the sanctioning by Extraordinary
Resolution of a modification of the Notes, the Receipts, the
Coupons or any of the provisions of the Agency Agreement.
Such a meeting may be convened by the Issuer or Noteholders
holding not less than 10 per cent. in nominal amount of the
Notes for the time being remaining outstanding. The quorum at
any such meeting for passing an Extraordinary Resolution is
one or more persons holding or representing not less than 50
per cent. in nominal amount of the Notes for the time being
outstanding, or at any adjourned meeting one or more persons
being or representing Noteholders whatever the nominal amount
of the Notes so held or represented, except that at any
meeting the business of which includes the modification of
certain provisions of the Notes, the Receipts or the Coupons
(including modifying the date of
<PAGE>
maturity of the Notes or any date for payment of interest
thereon, reducing or cancelling the amount of principal or the
rate of interest payable in respect of the Notes or altering the
currency of payment of the Notes, the Receipts or the Coupons), the
quorum shall be one or more persons holding or representing not less
than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more
persons holding or representing not less than one-third in
nominal amount of the Notes for the time being outstanding.
An Extraordinary Resolution passed at any meeting of the
Noteholders shall be binding on all the Noteholders, whether
or not they are present at the meeting, and on all
Receiptholders and Couponholders.
The Agent and Issuer may agree, without the consent of
the Noteholders, Receiptholders or Couponholders, to:
(i) any modification (except as mentioned above) of the
Agency Agreement which is not prejudicial to the
interests of the Noteholders; or
(ii) any modification of the Notes, the Receipts, the
Coupons or the Agency Agreement which is of a
formal, minor or technical nature or is made to
correct a manifest error or to comply with mandatory
provisions of the law.
Any such modification shall be binding on the
Noteholders, the Receiptholders and the Couponholders and any
such modification shall be notified to the Noteholders in
accordance with Condition 13 as soon as practicable
thereafter.
15 Further Issues
The Issuer shall be at liberty from time to time without
the consent of the Noteholders, the Receiptholders or the
Couponholders to create and issue further notes having terms
and conditions the same as the Notes or the same in all
respects save for the amount and date of the first payment of
interest thereon and so that the same shall be consolidated
and form a single Series with the outstanding Notes.
16 Governing Law
The Agency Agreement, the Notes, the Receipts and the
Coupons are governed by, and shall be construed in accordance
with, the laws of the State of New York.
17 Waiver and Remedies
No right or remedy herein conferred upon or reserved to
the Noteholders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. To the extent permitted by
applicable law, the assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate
right or remedy.
To the extent permitted by applicable law, no delay or
omission of any Noteholder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by
these Terms and Conditions or by law to the Noteholders may be
exercised from time to time, and as often as may be deemed
expedient, by the Noteholders, as the case may be.
USE OF PROCEEDS
The net proceeds from each issue of Notes will be applied
by the Issuer for its general corporate purposes. General
corporate purposes will include purchases by the Issuer of
aircraft. The Issuer will pay off currently maturing debt or
invest any proceeds not immediately used in marketable
securities until spent.
<PAGE>
AGENT
CITIBANK, N.A.
5 Carmelite Street
London EC4Y 0PA
England
OTHER PAYING AGENTS
BANQUE INTERNATIONAL a CITIBANK (SWITZERLAND)
LUXEMBOURG S.A. Bahnhofstrasse 63
69 route d'Esch CH-8021 Zurich
L-2953 Luxembourg Switzerland
and/or such other or further Agent or Paying Agents and/or
specified offices as may from time to time be duly appointed
by the Issuer and notice of which has been given to the
Noteholders.
<PAGE>
SCHEDULE 3
FORM OF PUT NOTICE
INTERNATIONAL FINANCE LEASE CORPORATION
[title of relevant Series of Notes]
By depositing this duly completed Notice with any Paying Agent
for the above Series of Notes (the "Notes") the undersigned
holder of such Notes surrendered with this Notice and referred
to below irrevocably exercises its option to have [the
full/.......] nominal amount of such Notes redeemed in
accordance with Condition 6(d) on [redemption date].
This Notice relates to Notes in the aggregate nominal amount
of ................... bearing the following serial numbers:
.............................................................
If the Notes referred to above are to be returned<1> to the
undersigned under clause 10(4) of the Agency Agreement, they
should be returned by post to:
.............................................................
Payment Instructions
Please make payment in respect of the above-mentioned Notes by
[cheque posted to the above address/transfer to the following
bank account]<2>:
Bank: ................ Branch Address: .................
Branch Code: ............ Account Number: ..................
Signature of holder: .........................................
[To be completed by recipient Paying Agent]
Details of missing unmatured Coupons ......................<3>
Received by:..................................................
[Signature and stamp of Paying Agent]
At its office at: ................... On:.................
NOTES:
[FN]
<1> The Agency Agreement provides that Notes so returned will
be sent by post, uninsured and at the risk of the
Noteholder, unless the Noteholder otherwise requests and
pays the costs of such insurance to the relevant Paying
Agent at the time of depositing the Note referred to
above.
<2> Delete as applicable.
<3> Only relevant for Fixed Rate Notes (which are not also
Index Linked Redemption Notes) in definitive form.
N.B. The Paying Agent with whom the above-mentioned Notes are
deposited will not in any circumstances be liable to the
depositing Noteholder or any other person for any loss or
damage arising from any act, default or omission of such
Paying Agent in relation to the said Notes or any of them
unless such loss or damage was caused by the default,
negligence or bad faith of such Paying Agent or its
directors, officers or employees.
This Put Notice is not valid unless all of the paragraphs
requiring completion are duly completed. Once validly given
this Put Notice is irrevocable except in the circumstances set
out in clause 10(4) of the Agency Agreement.
</FN>
<PAGE>
SCHEDULE 4
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
1. (1) As used in this Schedule the following
expressions shall have the following meanings unless
the context otherwise requires:
(i) "voting certificate" shall mean an English
language certificate issued by a Paying Agent
and dated in which it is stated:
(a) that on the date thereof Notes (not being
Notes in respect of which a block voting
instruction has been issued and is
outstanding in respect of the meeting
specified in such voting certificate and
any adjourned such meeting) bearing
specified serial numbers were deposited
with such Paying Agent or (to the
satisfaction of such Paying Agent) were
held to its order or under its control and
that no such Notes will cease to be so
deposited or held until the first to occur
of:
(1) the conclusion of the meeting
specified in such certificate or, if
applicable, any adjourned such
meeting; and
(2) the surrender of the certificate to
the Paying Agent who issued the same;
and
(b) that the bearer thereof is entitled to
attend and vote at such meeting and any
adjourned such meeting in respect of the
Notes represented by such certificate;
(ii) "block voting instruction" shall mean an
English language document issued by a Paying
Agent and dated in which:
(a) it is certified that Notes (not being
Notes in respect of which a voting
certificate has been issued and is
outstanding in respect of the meeting
specified in such block voting instruction
and any adjourned such meeting) have been
deposited with such Paying Agent or (to
the satisfaction of such Paying Agent)
were held to its order or under its
control and that no such Notes will cease
to be so deposited or held until the first
to occur of:
(1) the conclusion of the meeting
specified in such document or, if
applicable, any adjourned such
meeting; and
(2) the surrender to the Paying Agent not
less than 48 hours before the time
for which such meeting or any
adjourned such meeting is convened of
the receipt issued by such Paying
Agent in respect of each such
deposited Note which is to be
released or (as the case may require)
the Note or Notes ceasing with the
agreement of the Paying Agent to be
held to its order or under its
control and the giving of notice by
the Paying Agent to the Issuer in
accordance
<PAGE>
with paragraph 17 hereof
of the necessary amendment to the
block voting instruction;
(b) it is certified that each holder of such
Notes has instructed such Paying Agent
that the vote(s) attributable to the Note
or Notes so deposited or held should be
cast in a particular way in relation to
the resolution or resolutions to be put to
such meeting or any adjourned such meeting
and that all such instructions are during
the period commencing 48 hours prior to
the time for which such meeting or any
adjourned such meeting is convened and
ending at the conclusion or adjournment
thereof neither revocable nor capable of
amendment;
(c) the total number, total nominal amount and
the serial numbers (if available) of the
Notes so deposited or held are listed
distinguishing with regard to each such
resolution between those in respect of
which instructions have been given as
aforesaid that the votes attributable
thereto should be cast in favour of the
resolution and those in respect of which
instructions have been so given that the
votes attributable thereto should be cast
against the resolution; and
(d) one or more persons named in such document
(each hereinafter called a "proxy") is or
are authorised and instructed by such
Paying Agent to cast the votes
attributable to the Notes so listed in
accordance with the instructions referred
to in paragraph (c) above as set out in
such document.
The holder of any voting certificate or the
proxies named in any block voting instruction
shall for all purposes in connection with the
relevant meeting or adjourned meeting of
Noteholders be deemed to be the holder of the
Notes to which such voting certificate or block
voting instruction relates and the Paying Agent
with which such Notes have been deposited or
the person holding the same to the order or
under the control of such Paying Agent shall be
deemed for such purposes not to be the holder
of those Notes.
(2) References herein to the "Notes" are to the Notes in
respect of which the relevant meeting is convened.
2. The Issuer may at any time and, upon a requisition in
writing of Noteholders holding not less than ten per
cent. in nominal amount of the Notes for the time being
outstanding, shall convene a meeting of the Noteholders
and if the Issuer makes default for a period of seven
days in convening such a meeting the same may be convened
by the requisitionists. Whenever the Issuer is about to
convene any such meeting it shall forthwith give notice
in writing to the Agent and the Dealers of the day, time
and place thereof and of the nature of the business to be
transacted thereat. Every such meeting shall be held at
such time and place as the Agent may approve (such
approval not to be unreasonably withheld or delayed).
3. At least 21 days' notice (exclusive of the day on which
the notice is given and the day on which the meeting is
held) specifying the place, day and hour of the meeting
shall be given to the Noteholders prior to any meeting of
the Noteholders in the manner provided by Condition 13.
Such notice shall state generally the nature of the
business to be transacted at the meeting thereby convened
but (except for an Extraordinary Resolution) it shall not
be
<PAGE>
necessary to specify in such notice the terms of any
resolution to be proposed. Such notice shall include a
statement to the effect that Notes may be deposited with
Paying Agents for the purpose of obtaining voting
certificates or appointing proxies not less than 24 hours
before the time fixed for the meeting or that, in the
case of corporations, they may appoint representatives by
resolution of their directors or other governing body. A
copy of the notice shall be sent by post to the Issuer
(unless the meeting is convened by the Issuer).
4. Some person (who may but need not be a Noteholder)
nominated in writing by the Issuer shall be entitled to
take the chair at every such meeting but if no such
nomination is made or if at any meeting the person
nominated shall not be present within fifteen minutes
after the time appointed for holding the meeting, the
Noteholders present shall choose one of their number to
be Chairman.
5. At any such meeting one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than twenty per
cent. in nominal amount of the Notes for the time being
outstanding shall (except for the purpose of passing an
Extraordinary Resolution) form a quorum for the
transaction of business and no business (other than the
choosing of a Chairman) shall be transacted at any
meeting unless the requisite quorum be present at the
commencement of business. The quorum at any such meeting
for passing an Extraordinary Resolution shall (subject as
provided below) be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than 50 per
cent. in nominal amount of the Notes for the time being
outstanding PROVIDED THAT at any meeting the business of
which includes any of the following matters (each of
which shall only be capable of being effected after
having been approved by Extraordinary Resolution) namely:
(i) modification of the Maturity Date of the Notes or
reduction or cancellation of the nominal amount
payable upon maturity; or
(ii) reduction or cancellation of the amount payable or
modification of the payment date in respect of any
interest in respect of the Notes or variation of the
method of calculating the rate of interest in
respect of the Notes; or
(iii) reduction of any Minimum Interest Rate and/or
Maximum Interest Rate specified in the applicable
Pricing Supplement; or
(iv) modification of the currency in which payments under
the Notes are to be made; or
(v) modification of the majority required to pass an
Extraordinary Resolution; or
(vi) the sanctioning of any such scheme or proposal as is
described in paragraph 18(F) below; or
(vii) alteration of this proviso or the proviso to
paragraph 6 below;
the quorum shall be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than two-thirds
in nominal amount of the Notes for the time being
outstanding.
6. If within fifteen minutes after the time appointed for
any such meeting a quorum is not present the meeting
shall if convened upon the requisition of Noteholders be
dissolved. In any other case it shall stand adjourned to
the same day in the next week (or if such day is a
<PAGE>
public holiday the next succeeding business day) at the same
time and place (except in the case of a meeting at which
an Extraordinary Resolution is to be proposed in which
case it shall stand adjourned for such period being not
less than 14 days nor more than 42 days, and at such
place as may be appointed by the Chairman and approved by
the Agent) and at such adjourned meeting one or more
persons present holding Notes or voting certificates or
being proxies (whatever the nominal amount of the Notes
so held or represented by them) shall (subject as
provided below) form a quorum and shall (subject as
provided below) have power to pass any Extraordinary
Resolution or other resolution and to decide upon all
matters which could properly have been dealt with at the
meeting from which the adjournment took place had the
requisite quorum been present PROVIDED THAT at any
adjourned meeting the business of which includes any of
the matters specified in the proviso to paragraph 5 above
the quorum shall be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than one-third
in nominal amount of the Notes for the time being
outstanding.
7. Notice of any adjourned meeting at which an Extraordinary
Resolution is to be submitted shall be given in the same
manner as notice of an original meeting but as if 10 were
substituted for 21 in paragraph 3 above and such notice
shall (except in cases where the proviso to paragraph 6
above shall apply when it shall state the relevant
quorum) state that one or more persons present holding
Notes or voting certificates or being proxies at the
adjourned meeting whatever the nominal amount of the
Notes held or represented by them will form a quorum.
Subject as aforesaid it shall not be necessary to give
any notice of an adjourned meeting.
8. Every question submitted to a meeting shall be decided in
the first instance by a show of hands and in case of
equality of votes the Chairman shall both on a show of
hands and on a poll have a casting vote in addition to
the vote or votes (if any) to which he may be entitled as
a Noteholder or as a holder of a voting certificate or as
a proxy.
9. At any meeting, unless a poll is (before or on the
declaration of the result of the show of hands) demanded
by the Chairman or the Issuer or by one or more persons
present holding Notes or voting certificates or being
proxies (whatever the nominal amount of the Notes so held
by them), a declaration by the Chairman that a resolution
has been carried or carried by a particular majority or
lost or not carried by a particular majority shall be
conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of
or against such resolution.
10. Subject to paragraph 12 below, if at any such meeting a
poll is so demanded it shall be taken in such manner and
subject as hereinafter provided either at once or after
an adjournment as the Chairman directs and the result of
such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of
the taking of the poll. The demand for a poll shall not
prevent the continuance of the meeting for the
transaction of any business other than the motion on
which the poll has been demanded.
11. The Chairman may with the consent of (and shall if
directed by) any such meeting adjourn the same from time
to time and from place to place but no business shall be
transacted at any adjourned meeting except business which
might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment
took place.
12. Any poll demanded at any such meeting on the election of
a Chairman or on any question of adjournment shall be
taken at the meeting without adjournment.
<PAGE>
13. Any director or officer of the Issuer and its lawyers and
financial advisers may attend and speak at any meeting.
Save as aforesaid, but without prejudice to the proviso
to the definition of "outstanding" in clause 1(2) of this
Agreement, no person shall be entitled to attend and
speak nor shall any person be entitled to vote at any
meeting of the Noteholders or join with others in
requisitioning the convening of such a meeting unless he
either produces the Note or Notes of which he is the
holder or a voting certificate or is a proxy. Neither
the Issuer nor any of its Subsidiaries shall be entitled
to vote at any meeting in respect of Notes held by it for
the benefit of any such company and no other person shall
be entitled to vote at any meeting in respect of Notes
held by it for the benefit of any such company. Nothing
herein contained shall prevent any of the proxies named
in any block voting instruction from being a director,
officer or representative of or otherwise connected with
the Issuer.
14. Subject as provided in paragraph 13 hereof at any
meeting:
(A) on a show of hands every person who is present in
person and produces a Note or voting certificate or
is a proxy shall have one vote; and
(B) on a poll every person who is so present shall have
one vote in respect of:
(i) in the case of a meeting of the holders of
Notes all of which are denominated in a single
currency, each minimum integral amount of such
currency; and
(ii) in the case of a meeting of the holders of
Notes denominated in more than one currency,
each U.S.$1.00 or, in the case of a Note
denominated in a currency other than U.S.
dollars, the equivalent of U.S.$1.00 in such
currency at the Agent's spot buying rate for
the relevant currency against U.S. dollars at
or about 11.00 a.m. (London time) on the date
of publication of the notice of the relevant
meeting (or of the original meeting of which
such meeting is an adjournment),
or such other amount as the Agent shall in its
absolute discretion stipulate in nominal amount of
Notes so produced or represented by the voting
certificate so produced or in respect of which he is
a proxy.
Without prejudice to the obligations of the proxies named
in any block voting instruction any person entitled to
more than one vote need not use all his votes or cast all
the votes to which he is entitled in the same way.
15. The proxies named in any block voting instruction need
not be Noteholders.
16. Each block voting instruction together (if so requested
by the Issuer) with proof satisfactory to the Issuer of
its due execution on behalf of the relevant Paying Agent
shall be deposited at such place as the Agent shall
approve not less than 24 hours before the time appointed
for holding the meeting or adjourned meeting at which the
proxies named in the block voting instruction propose to
vote and in default the block voting instruction shall
not be treated as valid unless the Chairman of the
meeting decides otherwise before such meeting or
adjourned meeting proceeds to business. A certified copy
of each block voting instruction shall be deposited with
the Agent before the commencement of the meeting or
adjourned meeting but the Agent shall not thereby be
obliged to investigate or be concerned with the validity
of or the authority of the proxies named in any such
block voting instruction.
<PAGE>
17. Any vote given in accordance with the terms of a block
voting instruction shall be valid notwithstanding the
previous revocation or amendment of the block voting
instruction or of any of the Noteholders' instructions
pursuant to which it was executed PROVIDED THAT no
intimation in writing of such revocation or amendment
shall have been received from the relevant Paying Agent
by the Issuer at its registered office (or such other
place as may have been approved by the Agent for the
purpose) by the time being 24 hours before the time
appointed for holding the meeting or adjourned meeting at
which the block voting instruction is to be used.
18. A meeting of the Noteholders shall in addition to the
powers hereinbefore given have the following powers
exercisable by Extraordinary Resolution (subject to the
provisions relating to quorum contained in paragraphs 5
and 6 above) only, namely:
(a) power to sanction any compromise or arrangement
proposed to be made between the Issuer and the
Noteholders, Receiptholders and Couponholders or any
of them;
(b) power to sanction any abrogation, modification,
compromise or arrangement in respect of the rights
of the Noteholders, Receiptholders and Couponholders
against the Issuer or against any of its property
whether such rights shall arise under this
Agreement, the Notes, the Receipts or the Coupons or
otherwise;
(c) power to assent to any modification of the
provisions contained in this Agreement or the
Conditions, the Notes, the Receipts or the Coupons
which shall be proposed by the Issuer;
(d) power to give any authority or sanction which under
the provisions of this Agreement or the Notes is
required to be given by Extraordinary Resolution;
(e) power to appoint any persons (whether Noteholders or
not) as a committee or committees to represent the
interests of the Noteholders and to confer upon such
committee or committees any powers or discretions
which the Noteholders could themselves exercise by
Extraordinary Resolution;
(f) power to sanction any scheme or proposal for the
exchange or sale of the Notes for, or the conversion
of the Notes into or the cancellation of the Notes
in consideration of, shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations
and/or securities of the Issuer or any other company
formed or to be formed, or for or into or in
consideration of cash, or partly for or into or in
consideration of such shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations
and/or securities as aforesaid and partly for or
into or in consideration of cash; and
(g) power to approve the substitution of any entity in
place of the Issuer (or any previous substitute) as
the principal debtor in respect of the Notes, the
Receipts and the Coupons.
19. Any resolution passed at a meeting of the Noteholders
duly convened and held in accordance with the provision
hereof shall be binding upon all the Noteholders whether
present or not present at such meeting and whether or not
voting and upon all Couponholders and Receiptholders and
each of them shall be bound to give effect thereto
accordingly and the passing of any such resolution shall
be conclusive evidence that the circumstances justify the
passing thereof. Notice of the result of the voting on
any resolution duly considered by the Noteholders shall
be published in accordance with Condition 13 by the
Issuer within 14 days
<PAGE>
of such result being known PROVIDED THAT the non-publication
of such notice shall not invalidate such resolution.
20. The expression "Extraordinary Resolution" when used in
this Agreement or the Conditions means a resolution
passed at a meeting of the Noteholders duly convened and
held in accordance with the provisions herein contained
by a majority consisting of not less than 75 per cent. of
the persons voting thereat upon a show of hands or if a
poll be duly demanded then by a majority consisting of
not less than 75 per cent. of the votes given on such
poll.
21. Minutes of all resolutions and proceedings at every such
meeting as aforesaid shall be made and duly entered in
books to be from time to time provided for that purpose
by the Issuer and any such minutes as aforesaid if
purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings had
shall be conclusive evidence of the matters therein
contained and until the contrary is proved every such
meeting in respect of the proceedings of which minutes
have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings had
thereat to have been duly passed or had.
<PAGE>
SCHEDULE 5
FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS,
COUPONS AND TALONS
PART I
FORM OF TEMPORARY GLOBAL NOTE
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
TEMPORARY GLOBAL NOTE
This Global Note is a Temporary Global Note in respect of a
duly authorised issue of Notes (the "Notes") of International
Lease Finance Corporation (the "Issuer") described, and having
the provisions specified, in the Pricing Supplement attached
hereto (the "Pricing Supplement"). References herein to the
Conditions shall be to the Terms and Conditions of the Notes
as set out in Schedule 2 to the Agency Agreement (as defined
below) as modified and supplemented by the information set out
in the Pricing Supplement, but in the event of any conflict
between the provisions of (i) that Schedule or (ii) this
Global Note and the information set out in the Pricing
Supplement, the Pricing Supplement will prevail.
Words and expressions defined or set out in the Conditions
and/or the Pricing Supplement shall bear the same meaning when
used herein.
This Global Note is issued subject to, and with the benefit
of, the Conditions and an Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented or
restated from time to time) dated 4th June, 1999 and made
between the Issuer, Citibank, N.A. (the "Agent") and the other
agents named therein.
For value received the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof on
each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the
Conditions, the amount payable under the Conditions in respect
of such Notes on each such date and to pay interest (if any)
on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions, upon presentation and, at
maturity, surrender of this Global Note at the office of the
Agent at 5 Carmelite Street, London EC4Y 0PY or at the
specified office of any of the other paying agents located
outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in
respect of the Notes, but in each case subject to the
requirements as to certification provided herein. On any
redemption or payment of an instalment or interest being made
in respect of, or purchase and cancellation of, any of the
Notes represented by this Global Note details of such
redemption,
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
</FN>
<PAGE>
payment or purchase and cancellation (as the case
may be) shall be entered by or on behalf of the Issuer in
Schedule One hereto and the relevant space in Schedule One
hereto recording any such redemption, payment or purchase and
cancellation (as the case may be) shall be signed by or on
behalf of the Issuer.
Upon any such redemption, payment of an instalment or purchase
and cancellation, as aforesaid, the nominal amount of the
Notes represented by this Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and
cancelled or by the amount of such instalment so paid. The
nominal amount of the Notes represented by this Global Note
following any such redemption, payment of an instalment or
purchase and cancellation as aforesaid or any exchange as
referred to below shall be the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column
in Part II, III or IV of Schedule One or Schedule Two hereto.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Global Note will only be made to the bearer
hereof to the extent that there is presented to the Agent by
Cedelbank or Euroclear a certificate, substantially in the
form set out in Schedule Three hereto, to the effect that it
has received from or in respect of a person entitled to a
particular nominal amount of the Notes (as shown by its
records) a certificate in or substantially in the form of
Certificate "A" as set out in Schedule Three hereto. The
bearer of this Global Note will not be entitled to receive any
payment of interest hereon due on or after the Exchange Date
unless upon due certification exchange of this Global Note is
improperly withheld or refused.
On or after the date (the "Exchange Date") which is the later
of (i) 40 days after the Issue Date and (ii) 40 days after the
completion of the distribution of the Tranche of Notes
represented by this Global Note, as certified by the relevant
Dealer (in the case of a non-syndicated issue) or the relevant
lead manager (in the case of a syndicated issue), this Global
Note may be exchanged in whole or in part (free of charge)
for, as specified in the Pricing Supplement, either (i)
security printed Definitive Notes and (if applicable) Coupons,
Receipts and Talons in the form set out in Parts III, IV, V
and VI respectively of Schedule 5 to the Agency Agreement (on
the basis that all the appropriate details have been included
on the face of such Definitive Notes and (if applicable)
Coupons, Receipts and Talons and the Pricing Supplement (or
the relevant provisions of the Pricing Supplement) have been
endorsed on or attached to such Definitive Notes) or (ii) a
Permanent Global Note in or substantially in the form set out
in Part II of Schedule 5 to the Agency Agreement (together
with the Pricing Supplement attached thereto), in each case
upon notice being given by Euroclear and/or Cedelbank acting
on the instructions of any holder of an interest in this
Global Note and subject, in the case of Definitive Notes, to
such notice period as is specified in the Pricing Supplement.
If Definitive Notes and (if applicable) Coupons, Receipts
and/or Talons have already been issued in exchange for all the
Notes represented for the time being by the Permanent Global
Note, then this Global Note may only thereafter be exchanged
for Definitive Notes and (if applicable) Coupons, Receipts
and/or Talons pursuant to the terms hereof.
Presentation of this Global Note for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday)
on which banks are open for business in London at the office
of the Agent specified above. The Issuer shall procure that
the Definitive Notes or (as the case may be) the Permanent
Global Note shall be so issued and delivered in exchange for
only that portion of this Global Note in respect of which
there shall have been presented to the Agent by Euroclear or
Cedelbank a certificate, substantially in the form set out in
Schedule Three hereto, to the effect that it has received from
or in respect of a person entitled to a beneficial interest in
a particular nominal amount of the Notes (as shown by its
records) a certificate from such person in or substantially in
the form of Certificate "A" as set out in Schedule Three
hereto. The aggregate nominal amount of Definitive Notes or
interests in a Permanent Global Note issued upon an exchange
of this Global
<PAGE>
Note will, subject to the terms hereof, be equal to the
aggregate nominal amount of this Global Note submitted by the
bearer hereof for exchange (to the extent that such nominal
amount does not exceed the aggregate nominal amount of this
Global Note).
On an exchange of the whole of this Global Note, this Global
Note shall be surrendered to the Agent. On an exchange of
part only of this Global Note, details of such exchange shall
be entered by or on behalf of the Issuer in Schedule Two
hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer,
whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the
nominal amount so exchanged. On any exchange of this Global
Note for a Permanent Global Note, details of such exchange
shall be entered by or on behalf of the Issuer in Schedule Two
to the Permanent Global Note and the relevant space in
Schedule Two thereto recording such exchange shall be signed
by or on behalf of the Issuer.
Until the exchange of the whole of this Global Note as
aforesaid, the bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits as
if he were the bearer of Definitive Notes and the relative
Coupons, Receipts and/or Talons (if any) represented hereby.
The Issuer hereby irrevocably agrees that in the event that
(i) this Global Note is not duly exchanged, whether in whole
or in part, for a Permanent Global Note or, as the case may
be, Definitive Notes by 6.00 p.m. (London time) on the
thirtieth day after the time on which such exchange is first
requested in accordance with the terms hereof or (ii) an
Event of Default occurs in respect of any Note represented by
this Global Note and such Note is not duly redeemed (or the
funds required for such redemption are not available to the
Agent for the purposes of effecting such redemption and
remain available for such purpose) by 6.00 p.m. (London time)
on the seventh day after the day on which such Note became
immediately redeemable, each Accountholder (as defined below)
or its successors or assigns may, provided the required
certifications have been made, without the consent and to the
exclusion of the bearer hereof, file any claim, take any
action or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to
pay any amount due in respect of each Note represented by
this Global Note which is credited to such Accountholder's
securities account with Euroclear and/or Cedelbank as fully
as though such Note were evidenced by a Definitive Note
without the production of this Global Note, provided that the
bearer hereof shall not theretofore have filed a claim, taken
action or instituted proceedings to enforce the same in
respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note
represented hereby in respect of which full settlement has
occurred as a result of any such claim, action or proceeding
by such relevant Accountholders or their successors or
assigns.
"Accountholder" means each person (other than Euroclear or
Cedelbank) who is for the time being shown in the records of
Euroclear or of Cedelbank as the holder of a particular
nominal amount of the Notes represented by this Global Note
(in which regard any certificate or other document issued by
Euroclear or Cedelbank as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).
<PAGE>
This Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York.
This Global Note shall not be valid unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Global Note to
be duly executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
<PAGE>
Schedule One to the Temporary Global Note
PART I
INTEREST PAYMENTS
Date made Total amount Amount of Confirmation of
of interest interest payment on behalf
payable paid of the Issuer
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
<PAGE>
PART II
PAYMENT OF INSTALMENT AMOUNTS
Date Total amount Amount of Remaining Confirmation
made of Instalment Instalment nominal amount of payment on
Amounts Amounts paid of this Global behalf of the
payable Note following Issuer
such payment<*>
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
PART III
REDEMPTIONS
Date Total Amount of Remaining Confirmation
made amount of principal nominal of redemption
principal paid amount of on behalf of
payable this Global the Issuer
Note
following
such
redemption<*>
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
PART IV
PURCHASES AND CANCELLATIONS
Date Part of nominal Remaining nominal Confirmation of
made amount of this amount of this purchase and
Global Note Global Note cancellation on
purchased and following such behalf of the
cancelled purchase and Issuer
cancellation<*>
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
Schedule Two to the Temporary Global Note
EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE
The following exchanges of a part of this Global Note for
Definitive Notes or a Permanent Global Note have been made:
Date made Nominal amount Remaining Notation made on
of this Global nominal amount behalf of the
Note exchanged of this Global Issuer
for Definitive Note following
Notes or a such exchange<*>
Permanent Global
Note
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
Schedule Three to the Temporary Global Note
FORM OF CERTIFICATE TO BE PRESENTED BY EUROCLEAR OR CEDELBANK
INTERNATIONAL LEASE FINANCE CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our
records as persons being entitled to a beneficial interest in
a portion of the principal amount set forth below (our "Member
Organisations") substantially to the effect set forth in the
Agency Agreement, as of the date hereof, [ ] principal
amount of the above-captioned Securities (i) is owned by
persons that are not (a) individuals who are citizens or
residents of the United States, (b) corporations,
partnerships, or other entities created or organised in or
under the laws of the United States, (c) an estate, the income
of which is subject to United States Federal income taxation
regardless of its source or (d) a trust, if a United States
court is able to exercise primary supervision over the
administration of the trust and one or more United States
persons have the authority to control all substantial
decisions of the trust ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S.
Treasury Regulations Sections 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale,
or (b) acquired the Securities through foreign branches of
United States financial institutions and who hold the
Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such
United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or
the Issuer's agent that it will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and to the further effect that United
States or foreign financial institutions described in
clause (iii) above (whether or not also described in clause
(i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to
its jurisdiction; and its "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
If the Securities are of the category contemplated in Section
230.903(b)(3) of Regulation S under the Securities Act of
1933, as amended (the "Act") then this is also to certify with
respect to such principal amount of Securities set forth above
that, except as set forth below, we have received in writing,
by tested telex or by electronic transmission, from our Member
Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to
the effect set forth in the Agency Agreement.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary
global Security excepted in such certifications and (ii) that
as of the date hereof we have not received any notification
from any of our Member Organisations to the effect that the
statements made by such Member Organisations with respect to
any portion of the part submitted herewith for exchange (or,
if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the
date hereof.
We understand that this certification is required in
connection with certain tax laws and, if applicable, certain
securities laws of the United States. In connection
therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably
authorise you to produce this certification to any interested
party in such proceedings.
Dated: [ ]<*>
Yours faithfully,
[Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of the Euroclear System]/[Cedelbank]
By:
[FN]
<*> To be dated no earlier than the Exchange Date.
</FN>
<PAGE>
CERTIFICATE "A"
INTERNATIONAL LEASE FINANCE CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you
for our account (i) are owned by persons that are not (a)
individuals who are citizens or residents of the United
States, (b) corporations, partnership, or other entities
created or organised in or under the laws of the United
States, (c) an estate, the income of which is subject to
United States Federal income taxation regardless of its source
or (d) a trust, if a United States court is able to exercise
primary supervision over the administration of the trust and
one or more United States persons have the authority to
control all substantial decisions of the trust ("United States
persons"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or
(b) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities
through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the
Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial institution
described in clause (iii) above (whether or not also described
in clause (i) or (ii)) this is to further certify that such
financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to
its jurisdiction; and its "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your
certification relating to the Securities held by you for our
account in accordance with your documented procedures if any
applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that
this certification applies as of such date.
This certification excepts and does not relate to [ ]
of such interest in the above Securities in respect of which
we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if
relevant, exercise of any right or collection of any interest)
cannot be made until we do so certify.
We understand that this certification is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States.
In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be
relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.
Dated: [ ]<*>
[Name of Person Making Certification]
By:
[FN]
<*> To be dated no earlier than the fifteenth day prior to the Exchange Date.
</FN>
<PAGE>
PART II
FORM OF PERMANENT GLOBAL NOTE
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
PERMANENT GLOBAL NOTE
This Global Note is a Permanent Global Note in respect of a
duly authorised issue of Notes (the "Notes") of International
Lease Finance Corporation (the "Issuer") described, and having
the provisions specified, in the Pricing Supplement or Pricing
Supplements attached hereto (together the "Pricing
Supplement"). References herein to the Conditions shall be to
the Terms and Conditions of the Notes as set out in Schedule 2
to the Agency Agreement (as defined below) as modified and
supplemented by the information set out in the Pricing
Supplement, but in the event of any conflict between the
provisions of (i) that Schedule or (ii) this Global Note and
the information set out in the Pricing Supplement, the Pricing
Supplement will prevail.
Words and expressions defined or set out in the Conditions
and/or the Pricing Supplement shall bear the same meaning when
used herein.
This Global Note is issued subject to, and with the benefit
of, the Conditions and an Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented or
restated from time to time) dated 4th June, 1999 and made
between the Issuer, Citibank, N.A. (the "Agent") and the other
agents named therein.
For value received the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof on
each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the
Conditions, the amount payable under the Conditions in respect
of such Notes on each such date and to pay interest (if any)
on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions, upon presentation and, at
maturity, surrender of this Global Note at the office of the
Agent at 5 Carmelite Street, London EC4Y 0PA or at the
specified office of any of the other paying agents located
outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in
respect of the Notes. On any redemption or payment of an
instalment or interest being made in respect of, or purchase
and cancellation of, any of the Notes represented by this
Global Note details of such redemption, payment or purchase
and cancellation (as the case may be) shall be entered by or
on behalf of the Issuer in Schedule One hereto and the
relevant space in Schedule One hereto recording any such
redemption, payment or purchase and cancellation (as the case
may be) shall be signed by or on behalf of the Issuer.
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
</FN>
<PAGE>
Upon any such redemption, payment of an instalment or purchase
and cancellation as aforesaid, the nominal amount of the Notes
represented by this Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and
cancelled or by the amount of such instalment so paid. The
nominal amount of the Notes represented by this Global Note
following any such redemption, payment of an instalment or
purchase and cancellation as aforesaid, or any exchange as
referred to below shall be the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column
in Part II, III or IV of Schedule One or Schedule Two hereto.
The Notes will initially have been represented by a Temporary
Global Note. On any exchange of any such Temporary Global
Note for this Global Note or any part hereof, details of such
exchange shall be entered by or on behalf of the Issuer in
Schedule Two hereto and the relevant space in Schedule Two
hereto recording such exchange shall be signed by or on behalf
of the Issuer, whereupon the nominal amount of the Notes
represented by this Global Note shall be increased by the
nominal amount of any such Temporary Global Note so exchanged.
This Global Note may be exchanged in whole but not in part
(free of charge), for Definitive Notes and (if applicable)
Coupons, Receipts and/or Talons in the form set out in Parts
III, IV, V and VI respectively of Schedule 5 to the Agency
Agreement (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if
applicable) Coupons, Receipts and Talons and the Pricing
Supplement (or the relevant provisions of the Pricing
Supplement) have been endorsed on or attached to such
Definitive Notes) upon not less than 60 days' written notice
being given to the Agent by Euroclear and/or Cedelbank acting
on the instructions of any holder of an interest in this
Global Note.
Any such exchange as aforesaid will be made upon presentation
of this Global Note at the office of the Agent specified above
by the bearer hereof on any day (other than a Saturday or
Sunday) on which banks are open for business in London. The
aggregate nominal amount of Definitive Notes issued upon an
exchange of this Global Note will be equal to the aggregate
nominal amount of this Global Note.
On an exchange of this Global Note, this Global Note shall be
surrendered to the Agent.
Until the exchange of this Global Note as aforesaid, the
bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits as if he
were the bearer of Definitive Notes and the relative Coupons,
Receipts and/or Talons (if any) represented hereby.
The Issuer hereby irrevocably agrees that in the event that
(i) this Global Note is not duly exchanged for Definitive
Notes by 6.00 p.m. (London time) on the thirtieth day after
the time on which such exchange is first requested in
accordance with the terms hereof or (ii) an Event of Default
occurs in respect of any Note represented by this Global Note
and such Note is not duly redeemed (or the funds required for
such redemption are not available to the Agent for the
purposes of effecting such redemption and remain available
for such purpose) by 6.00 p.m. (London time) on the seventh
day after the day on which such Note became immediately
redeemable, each Accountholder (as defined below) or its
successors or assigns may, without the consent and to the
exclusion of the bearer hereof, file any claim, take any
action or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to
pay any amount due in respect of each Note represented by
this Global Note which is credited to such Accountholder's
securities account with a Euroclear and/or Cedelbank as fully
as though such Note were evidenced by a Definitive Note
without the production of this Global Note, provided that the
bearer hereof shall not theretofore have filed a claim, taken
action or instituted proceedings to enforce the same in
respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note
represented hereby in respect of which full settlement has
occurred as a result of
<PAGE>
any such claim, action or proceeding by such relevant
Accountholders or their successors or assigns.
"Accountholder" means each person (other than Euroclear or
Cedelbank) who is for the time being shown in the records of
Euroclear or of Cedelbank as the holder of a particular
nominal amount of the Notes represented by this Global Note
(in which regard any certificate or other document issued by
Euroclear or Cedelbank as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).
This Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York.
This Global Note shall not be valid unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Global Note to
be duly executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
------------------------------------
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
<PAGE>
Schedule One to the Permanent Global Note
PART I
INTEREST PAYMENTS
Date Total amount of Amount of Confirmation of
made interest payable interest payment on behalf
paid of the Issuer
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
<PAGE>
PART II
PAYMENT OF INSTALMENT AMOUNTS
Date Total amount Amount of Remaining Confirmation
made of Instalment nominal of
Instalment Amounts paid amount of payment on
Amounts this Global behalf of
payable Note the Issuer
following
such payment<*>
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
PART III
REDEMPTIONS
Date Total amount Amount of Remaining Confirmation
made of principal principal nominal of redemption
payable paid amount of on
this Global behalf of the
Note Issuer
following
such
redemption<*>
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
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______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
PART IV
PURCHASES AND CANCELLATIONS
Date Part of nominal Remaining nominal Confirmation of
made amount of this amount of this purchase and
Global Note Global cancellation on
purchased and Note following behalf of the
cancelled such purchase and Issuer
cancellation<*>
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
Schedule Two to the Permanent Global Note
SCHEDULE OF EXCHANGES
The following exchanges affecting the nominal amount of this
Global Note have been made:
Date Nominal amount of Remaining nominal Notation
made Temporary Global amount of this made on
Note exchanged for Global Note behalf of
this Global Note following such the Issuer
exchange<*>
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
</FN>
<PAGE>
PART III
FORM OF DEFINITIVE NOTE
[Face of Note]
_____________________________________________________________
00 000000 [ISIN] 00 000000
_____________________________________________________________
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
This Note is one of a duly authorised issue of Notes
denominated in the Specified Currency (the "Notes") of
International Lease Finance Corporation (the "Issuer").
References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/attached hereto/set out in
Schedule 2 to the Agency Agreement (as defined below) which
shall be incorporated by reference herein and have effect as
if set out herein] as modified and supplemented by the Pricing
Supplement (the "Pricing Supplement") (or the relevant
provisions of the Pricing Supplement) endorsed hereon but, in
the event of any conflict between the provisions of the
Conditions and the information in the Pricing Supplement, the
Pricing Supplement will prevail.
This Note is issued subject to, and with the benefit of, the
Conditions and an Agency Agreement (the "Agency Agreement",
which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented or restated
from time to time) dated 4th June, 1999 and made between the
Issuer, Citibank, N.A. (the "Agent") and the other agents
named therein.
For value received, the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof [on
each Instalment Date and] on the Maturity Date and/or on such
earlier date(s) as this Note may become due and repayable in
accordance with the Conditions, the amount payable under the
Conditions in respect of this Note on each such date and to
pay interest (if any) on this Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions.
This Note shall not be validly issued unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Note to be duly
executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
</FN>
<PAGE>
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
<PAGE>
[Reverse of Note]
Terms and Conditions
[Terms and Conditions to be as set out in
Schedule 2 to the Agency Agreement]
<PAGE>
PART IV
FORM OF COUPON
[Face of Coupon]
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche]
Notes
Part A
For Fixed Rate Notes:
This Coupon is payable to bearer, separately Coupon for
negotiable and subject to the Terms and [ ]
Conditions of the Notes to which it appertains. due on
[ ]
Part B
For Floating Rate Notes or Index Linked Interest Notes:
Coupon for the amount due in accordance with Coupon due
the Terms and Conditions of the Notes to which in [ ]
it appertains on the Interest Payment Date falling
in [ ].
This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
_____________________________________________________________
00 000000 [ISIN] 00 000000
_____________________________________________________________
<PAGE>
PART V
FORM OF RECEIPT
[Face of Receipt]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
Series No. [ ]
Receipt for the sum of [ ] being the
instalment of principal payable in accordance with the Terms
and Conditions endorsed on the Note to which this Receipt
appertains (the "Conditions") on [ ].
This Receipt is issued subject to and in accordance with the
Conditions which shall be binding upon the holder of this
Receipt (whether or not it is for the time being attached to
such Note) and is payable at the specified office of any of
the Paying Agents set out on the reverse of the Note to which
this Receipt appertains (and/or any other or further Paying
Agents and/or specified offices as may from time to time be
duly appointed and notified to the Noteholders).
This Receipt must be presented for payment together with the
Note to which it appertains. The Issuer shall have no
obligation in respect of any Receipt presented without the
Note to which it appertains or any unmatured Receipts.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
<PAGE>
PART VI
FORM OF TALON
[Face of Talon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
Series No. [ ]
On and after [ ] further Coupons [and a
further Talon] appertaining to the Note to which this Talon
appertains will be issued at the specified office of any of
the Paying Agents set out on the reverse hereof (and/or any
other or further Paying Agents and/or specified offices as may
from time to time be duly appointed and notified to the
Noteholders) upon production and surrender of this Talon.
This Talon may, in certain circumstances, become void under
the Terms and Conditions endorsed on the Notes to which this
Talon appertains.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
<PAGE>
[Reverse of Coupon, Receipt and Talon]
AGENT
CITIBANK, N.A.
5 Carmelite Street,
London EC4Y 0PA
England
OTHER PAYING AGENTS
BANQUE INTERNATIONAL a CITIBANK (SWITZERLAND)
LUXEMBOURG S.A. Bahnhofstrasse 63
69 route d'Esch CH-8021 Zurich
L-2953 Luxembourg Switzerland
and/or such other or further Agent or other Paying Agents
and/or specified offices as may from time to time be duly
appointed by the Issuer and notice of which has been given to
the Noteholders.
<PAGE>
SIGNATORIES
The Issuer
INTERNATIONAL LEASE FINANCE CORPORATION
By: /S/ Alan H. Lund
-----------------------
/S/ Pamela S. Hendry
-----------------------
The Agent
CITIBANK, N.A.
By: /S/ Chris Wilson
-----------------------
The other Paying Agents
BANQUE INTERNATIONALE A LUXEMBOURG S.A.
By: /S/ Chris Wilson
------------------------
CITIBANK (SWITZERLAND)
By: /S/ Chris Wilson
-------------------------
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS FOR THE SIX MONTHS ENDED JUNE 30, 1999
AND 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
---------- -----------
(Unaudited)
<S> <C> <C>
Earnings:
Net Income $ 197,075 $ 174,801
Add:
Provision for income taxes 108,822 96,263
Fixed charges 395,540 383,272
Less:
Capitalized interest 23,159 28,418
---------- ----------
Earnings as adjusted (A) $ 678,278 $ 625,918
---------- ----------
Preferred dividend requirements $ 7,827 $ 8,494
Ratio of income before provision
for income taxes to net income 155% 155%
---------- ----------
Preferred dividend factor on pretax
basis 12,132 13,166
---------- ----------
Fixed Charges:
Interest expense 335,471 312,051
Capitalized interest 23,159 28,418
Interest factor of rents 36,910 42,803
------- -------
Fixed charges as adjusted (B) 395,540 383,272
------- -------
Fixed charges and preferred stock
dividends (C) $ 407,672 $ 396,438
---------- ----------
Ratio of earnings to fixed charges
(A) divided by (B) 1.71x 1.63x
------- -------
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (C) 1.66x 1.58x
------- -----
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL STATEMENTS INCLUDED
IN THE REGISTRANT'S QUARTERLY REPORT ON FORM 10Q FOR THE
SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CAPTION>
INTERNATIONAL LEASE FINANCIAL CORPORATION
FINANCIAL DATA SCHEDULE
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Dollars in thousands)
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 55,853
<SECURITIES> 0
<RECEIVABLES> 246,331
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 19,049,898
<DEPRECIATION> 2,229,440
<TOTAL-ASSETS> 18,102,238
<CURRENT-LIABILITIES> 0
<BONDS> 11,931,480
<COMMON> 3,582
0
400,000
<OTHER-SE> 2,577,042
<TOTAL-LIABILITY-AND-EQUITY> 18,102,238
<SALES> 1,023,673
<TOTAL-REVENUES> 1,086,804
<CGS> 0
<TOTAL-COSTS> 445,436
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 335,471
<INCOME-PRETAX> 305,897
<INCOME-TAX> 108,822
<INCOME-CONTINUING> 197,075
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 197,075
<EPS-BASIC> 0
<EPS-DILUTED> 0
</CAPTION>
</TABLE>
