International Lease Finance Corporation
Underwriting Agreement
November 1, 2000
New York, New York
To the Representatives named
in Schedule I hereto of
the Underwriters named
in Schedule II hereto
Dear Sirs:
International Lease Finance Corporation, a California
corporation (including its predecessor identified in the
Registration Statement (as defined below), the "Company"),
proposes to sell to the underwriters named in Schedule II
hereto (the "Underwriters"), for whom you are acting as
Representatives (the "Representatives"), the principal
amount of its securities identified in Schedule I hereto
(the "Securities"), to be issued under an indenture
(the "Indenture") dated as of November 1, 1991, between
the Company and U.S. Bank Trust National Association (successor
to Continental Bank, National Association), as trustee (the
"Trustee"). If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives,"
as used herein, shall each be deemed to refer to such firm
or firms.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Underwriter
that:
(a) The Company meets the requirements for use
of Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set
forth in Schedule I hereto), which has become effective,
for the registration under the Act of the Securities.
Such registration statement, as amended at the date of
this Agreement, meets the requirements set forth in
Rule 415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. The Company proposes
to file with the Commission pursuant to Rule 424 under the
Act a supplement to the form of prospectus included in
such registration statement relating to the Securities and
the plan of distribution thereof and has previously advised
you of all further information (financial and other) with
respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter
called the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it shall
be filed with the Commission pursuant to Rule 424 (including
the Basic Prospectus as so supplemented) is hereinafter called
the "Final Prospectus." Any preliminary form of the Final
Prospectus which has heretofore been filed pursuant to Rule
424 is hereinafter called the "Preliminary Final Prospectus."
Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on or before the
date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend," "amendment" or "supplement" with respect to
the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or
the issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference.
(b) As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 under the Act,
when, prior to the Closing Date (as hereinafter defined),
any amendment to the Registration Statement becomes effective
(including the filing of any document incorporated by
reference in the Registration Statement), when any supplement
to the Final Prospectus is filed with the Commission and at
the Closing Date, (i) the Registration Statement, as amended
as of any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), and the Exchange Act
and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor
the Final Prospectus, as supplemented as of any such time,
will contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained
in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter
through the Representatives specifically for use in
connection with the preparation of the Registration Statement
and the Final Prospectus.
(c) Subsequent to the respective dates as of which
information is given in the Registration Statement and Final
Prospectus, and except as set forth or contemplated in the
Final Prospectus, neither the Company nor any of its
subsidiaries has incurred any material liabilities or
obligations, direct or contingent, nor entered into any
material transactions not in the ordinary course of business,
and there has not been any material adverse change in the
condition (financial or otherwise), business, prospects or
results of operations of the Company and its subsidiaries
considered as a whole.
(d) The Securities have been duly authorized and,
when the Underwriters' Securities (as defined in Section 2
hereof) are issued and delivered pursuant to this Agreement
and, in the case of any Contract Securities (as defined in
Section 2 hereof), pursuant to Delayed Delivery Contracts
(as defined in Section 2 hereof) with respect to such Contract
Securities, such Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid
and legally binding obligations of the Company entitled to
the benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to the
Registration Statement or a document incorporated by
reference therein; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Securities and the Indenture will conform to the descriptions
thereof in the Final Prospectus.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price
set forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto provides
for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities
to be purchased by Underwriters shall be as set forth in Schedule
II hereto less the respective amounts of Contract Securities
determined as provided below. Securities to be purchased by
the Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to
Delayed Delivery Contracts hereinafter provided are herein
called "Contract Securities."
If so provided in Schedule I hereto, the Underwriters
are authorized to solicit offers to purchase Securities from
the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule
III hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to
make such arrangements and, as compensation therefor, the
Company will pay to the Representatives, for the account of
the Underwriters, on the Closing Date, the percentage set
forth in Schedule I hereto of the principal amount of the
Securities for which Delayed Delivery Contracts are made.
Delayed Delivery Contracts are to be with institutional
investors including commercial and savings banks, insurance
companies, pension funds, investment companies and educational
and charitable institutions. The Company will enter into
Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been
approved by the Company but, except as the Company may
otherwise agree, each such Delayed Delivery Contract must
be for not less than the minimum principal amount set forth
in Schedule I hereto and the aggregate principal amount of
Contract Securities may not exceed the maximum aggregate
principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect
of the validity or performance of Delayed Delivery Contracts.
The principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion
to the total principal amount of Contract Securities as the
principal amount of Securities set forth opposite the name
of such Underwriter bears to the aggregate principal amount
set forth in Schedule II hereto, except to the extent that
you determine that such reduction shall be otherwise than in
such proportion and so advise the Company in writing; provided,
however, that the total principal amount of Securities to
be purchased by all Underwriters shall be the aggregate
principal amount set forth in Schedule II hereto less the
aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities shall be made at the office,
on the date and at the time specified in Schedule I hereto
(or such later date not later than five business days after
such specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the
Underwriters' Securities being herein called the "Closing
Date"). Delivery of the Underwriters' Securities shall be
made to the Representatives for the respective accounts of
the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price thereof to the Company in immediately available funds.
The Company and the Underwriters shall mutually
determine if the Underwriters' Securities shall be delivered
in certificated form or by book-entry transfer. If the
Underwriters' Securities are to be delivered in
certificated form, (a) certificates for the Underwriters'
Securities shall be registered in such names and in such
denominations as the Representatives may request not less
than three full business days in advance of the Closing Date
and (b) the Company agrees to have the Underwriters' Securities
available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 p.m.
on the business day prior to the Closing Date. If the
Underwriters' Securities are to be delivered by book-entry
transfer, one or more global certificates representing the
Underwriters' Securities shall be delivered to The Depositary
Trust Company ("DTC"). Interests in the Underwriters' Securities
will be represented by book entries on the records of DTC as the
Representatives may request not less than three full business
days in advance of the Closing Date. The Company agrees to have
the global certificate(s), if any, available for inspection by
the Representatives in New York, New York, not later than 1:00
p.m. on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and will
not file any such proposed amendment or supplement to which
you reasonably object. Subject to the foregoing sentence, the
Company will cause the Final Prospectus to be filed (or
transmitted for filing) with the Commission pursuant to Rule
424. The Company will promptly advise the Representatives (i)
when the Final Prospectus shall have been filed (or
transmitted for filing) with the Commission pursuant to Rule
424, (ii) when any amendment to the Registration Statement
relating to the Securities shall have become effective, (iii)
of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the
Final Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose
and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to
the Securities is required to be delivered under the Act, any
event occurs as a result of which the Final Prospectus as then
amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made,
not misleading, or if it shall be necessary to amend or
supplement the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company
promptly will prepare and file with the Commission, subject to
the first sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of the
Company and its subsidiaries which will satisfy the provisions
of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, both
executed and conformed copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which
shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or dealer may
be required by the Act, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any amendments
thereof and supplements thereto as the Representatives may
reasonably request. The Company will pay the expenses of
printing or other production of all documents relating to the
offering.
(e) The Company will arrange for, and be responsible
for expenses incurred in connection with, the qualification of
the Securities for sale under the laws of such jurisdictions as
the Representatives may reasonably designate, will maintain
such qualifications in effect so long as required for the
distribution of the Securities, and, if requested by the
Representatives, will arrange for the determination of the
legality of the Securities for purchase by institutional
investors.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
announce the offering of, any debt securities covered by the
Registration Statement or any other registration statement
filed under the Act.
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Underwriters' Securities shall be subject to the
accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as
of the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder
and to the following additional conditions:
(a) No stop order suspending the effectiveness
of the Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Company shall have furnished to the
Representatives the opinion of corporate counsel for the
Company, dated the Closing Date, to the effect that:
(i) The Company is duly qualified to do business
as a foreign corporation and is in good standing under the laws
of each jurisdiction in which the ownership or leasing of its
property or the conduct of its business requires it to be so
qualified; provided, however, that the Company may not be so
qualified in certain jurisdictions, the effect of which would
not have a material adverse effect on the Company.
(ii) To the best knowledge of such counsel,
Interlease Aviation Corporation; ILFC Aircraft Holding
Corporation; Interlease Management Corporation; Aircraft
SPC-1, Inc.; Aircraft SPC-3, Inc.; Aircraft SPC-4, Inc.;
Aircraft SPC-6, Inc.; Aircraft SPC-7, Inc.; Aircraft
SPC-8, Inc.; Aircraft SPC-9, Inc.; Platypus Leasing, Inc.;
Aircraft SPC-11, Inc.; Aircraft SPC-12, Inc.; Aircraft
SPC-14, Inc.; Euclid Aircraft; ILFC Dover, Inc., CABREA,
Inc. and ILFC Volare, Inc., all wholly owned subsidiaries
of Aircraft SPC-3, Inc.; and Atlantic International
Aviation Holdings, Inc., a wholly owned subsidiary of
Interlease Management Corporation, are the only domestic
subsidiaries of the Company.
(iii) No subsidiary of the Company nor all of
the subsidiaries of the Company taken as a whole is a
"significant subsidiary" as defined in Rule 1-02 of
Regulation S-X promulgated under the Exchange Act.
(iv) To the best knowledge of such counsel,
there is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its
subsidiaries of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in
the Final Prospectus.
(c) The Company shall have furnished to the
Representatives the opinion of O'Melveny & Myers LLP, special
counsel for the Company, dated the Closing Date, to the
effect that:
(i) Each of the Company and Interlease
Management Corporation, Interlease Aviation Corporation, ILFC
Aircraft Holding Corporation, Atlantic International Aviation
Holdings, Inc., Aircraft SPC-1, Inc., Aircraft SPC-3, Inc.,
Aircraft SPC-4, Inc., Aircraft SPC-6, Inc., Aircraft SPC-7,
Inc., Aircraft SPC-8, Inc., Aircraft SPC-9, Inc., Platypus Leasing,
Inc., Aircraft SPC-11, Inc., Aircraft SPC-12, Inc.,
Aircraft SPC-14, Inc., Euclid Aircraft, ILFC Dover, Inc.,
CABREA, Inc. and ILFC Volare, Inc. has been duly incorporated
and is existing and in good standing under the laws of the
jurisdiction in which it is incorporated.
(ii) The Company has the corporate power to
own its properties and conduct its business as described in
the Final Prospectus.
(iii) The Indenture has been duly authorized by
all necessary corporate action on the part of the Company,
has been duly executed and delivered by the Company and
is a legally valid and binding obligation of the Company,
enforceable against the Company in accordance with its
terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and except that such counsel
may advise that the enforceability of the Indenture is
subject to the effect of general principles of equity
including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a
proceeding in equity or at law, and, if applicable, is
subject to provisions of law which may require that a
judgment for money damages rendered by a court in the
United States be expressed in United States dollars.
(iv) The Securities have been duly authorized
by all necessary corporate action on the part of the Company
and when executed and authenticated in accordance with the
provisions of the Indenture and upon payment for and
delivery of the Underwriters' Securities in accordance
with the terms of this Agreement, and, if applicable,
upon payment for and delivery of the Contract Securities
in accordance with the terms of the Delayed Delivery
Contracts, will be legally valid and binding obligations
of the Company, enforceable against the Company in
accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally
(including, without limitation, fraudulent conveyance
laws), and except that such counsel may advise that the
enforceability of the Securities is subject to the effect
of general principles of equity including, without
limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law, and,
if applicable, is subject to provisions of law which may
require that a judgment for money damages rendered by a
court in the United States be expressed in United States
dollars.
(v) The Indenture has been duly qualified under
the Trust Indenture Act.
(vi) This Agreement and, if applicable, any
Delayed Delivery Contracts have been duly authorized by all
necessary corporate action on the part of the Company and
have been duly executed and delivered by the Company.
(vii) No consent, authorization, order or
approval of any California, New York or federal court or
governmental agency or body is required on the part of the
Company for the execution and delivery of this Agreement or,
if applicable, any Delayed Delivery Contracts or for the
issuance and sale of the Securities, except such as have
been obtained under the Act, the Trust Indenture Act and
such as may be required under the Blue Sky or securities
laws of any jurisdiction and such other approvals
(specified in such opinion) as have been obtained.
(viii) Neither the execution and delivery of
the Indenture nor the issuance of the Securities will
conflict with, result in a breach by the Company of, or
constitute a default under, the Articles of Incorporation
or Bylaws of the Company or the terms of any of the
agreements, instruments, contracts, orders, injunctions
or judgments identified to such counsel in an Officer's
Certificate of the Company (a copy of which will be
delivered with the opinion of such counsel) as
agreements, instruments, contracts, orders, injunctions
or judgments binding on the Company which have provisions
relating to the issuance by the Company of debt
securities and the breach of or default under or a
conflict with which would have a material adverse effect
on the Company and its subsidiaries considered as a
whole, except that no opinion need be expressed regarding
the effect, if any, of the issuance of the Securities
upon the Company's compliance with any of the financial
covenants contained in any of said agreements,
instruments, contracts, orders, injunctions or judgments.
(ix) The Registration Statement has been declared
effective under the Act and, to such counsel's knowledge,
no stop order suspending the effectiveness of the
Registration Statement has been issued or threatened by
the Commission.
(x) The Registration Statement, on the date it
was filed, appeared on its face to comply in all material
respects with the requirements as to form for registration
statements on Form S-3 under the Act and the rules and
regulations of the Commission thereunder, except that no
opinion need be expressed concerning the financial statements
and other financial and statistical information contained or
incorporated by reference therein.
(xi) Such counsel does not know of any material
contract or other material document of a character
required to be filed as an exhibit to the Registration
Statement or required to be described in the Registration
Statement or the Prospectus which is not filed or
described as required.
(xii) The documents incorporated by reference
into the Prospectus (the "Incorporated Documents") appear
on their face to comply in all material respects with the
requirements as to form for reports on Form 10-K, Form
10-Q and Form 8-K, as the case may be, under the Exchange
Act, and the rules and regulations thereunder in effect
at the respective dates of their filing, except that no
opinion need be expressed concerning the financial
statements and other financial and statistical
information contained or incorporated by reference
therein.
(xiii) The statements in the Final Prospectus
under the caption "Description of Debt Securities," and in
"Description of Notes," insofar as such statements
constitute a summary of provisions of the Indenture or the
Securities, fairly present the information required therein by
Form S-3.
(xiv) The purchase and sale of the Securities in
accordance with the terms and provisions of this Agreement and
the consummation of the transactions contemplated under this
Agreement and, if applicable the Delayed Delivery Contracts, the
Indenture and the Securities will not violate the provisions of
Section 1 of Article XV of the Constitution of the State of
California.
(xv) The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940.
Such counsel shall also state that on the basis of their
review of the Registration Statement, the documents incorporated
therein on the effective date of the Registration Statement, the
Final Prospectus and the Incorporated Documents, and their
participation in conferences in connection with the preparation
of the Registration Statement and the Final Prospectus, they do
not believe that the Registration Statement and the documents
incorporated therein on the date the Registration Statement
became effective (or if later, the date the Company's latest
Annual Report on Form 10-K was filed with the Commission),
considered as a whole as of such date, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and they do not believe that the Final
Prospectus and the Incorporated Documents, considered as a whole
on the date of the Final Prospectus and on the date of the
opinion, contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Such
counsel need not express any opinion or belief as to any document
filed by the Company under the Exchange Act, whether prior or
subsequent to the effective date of the Registration Statement,
except to the extent that any such document is an Incorporated
Document read together with the Registration Statement or the
Prospectus and considered as a whole and as specifically stated
in clause (xii) above, nor must such counsel express any opinion
or belief as to the Form T-1 filed by the Trustee in connection
with the Securities or the financial statements and other
financial and statistical information included or incorporated by
reference in the Registration Statement, the Prospectus or the
Incorporated Documents.
(d) The Representatives shall have received from
Morgan, Lewis & Bockius LLP, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with respect
to the issuance and sale of the Securities, the Indenture, any
Delayed Delivery Contracts, the Registration Statement, the
Final Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall
have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board, the President or a Vice President and
the principal financial or accounting officer of the Company,
dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration
Statement, the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with the
same effect as if made on the Closing Date and the
Company has, in all material respects, complied with all
the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the
Closing Date;
(ii) no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Final Prospectus,
there has been no material adverse change in the
condition (financial or other), earnings, business or
properties of the Company and its subsidiaries, whether or
not arising from transactions in the ordinary course of
business, except as set forth or contemplated in the
Final Prospectus.
(f) At the Closing Date, PricewaterhouseCoopers LLP
shall have furnished to the Representatives a letter, dated as
of the Closing Date, in form and substance satisfactory to
the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange
Act and the respective applicable published rules and
regulations thereunder and stating in effect that:
(i) in their opinion the audited financial
statements and financial statement schedules included or
incorporated in the Registration Statement and the Final
Prospectus and reported on by them comply in form in all
material respects with the applicable accounting
requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the
Company and its subsidiaries; carrying out certain
specified procedures (but not an examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter; a
reading of the minutes of the meetings of the shareholders,
directors and audit committee of the Company and the
subsidiaries; and inquiries of certain officials of the Company
who have responsibility for financial and accounting matters
of the Company and its subsidiaries as to transactions and
events subsequent to the date of the most recent audited
financial statements in or incorporated in the Final
Prospectus, nothing came to their attention which caused them
to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus do not comply in
form in all material respects with applicable
accounting requirements and with the published rules
and regulations of the Commission with respect to
financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange
Act; and said unaudited financial statements are not
in conformity with generally accepted accounting
principles applied on a basis substantially consistent
with that of the audited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus;
(2) with respect to the period
subsequent to the date of the most recent financial
statements (other than any capsule information), audited
or unaudited, in or incorporated in the Registration
Statement and the Final Prospectus, there were any
changes, at a specified date not more than five
business days prior to the date of the letter, in
the long-term debt of the Company and its
subsidiaries or capital stock of the Company or
decreases in the shareholders' equity of the Company
as compared with the amounts shown on the most
recent consolidated balance sheet included or
incorporated in the Registration Statement and the
Final Prospectus, or for the period from the date of
the most recent financial statements included or
incorporated in the Registration Statement and the
Final Prospectus to such specified date there were
any decreases, as compared with the corresponding
period in the preceding year, in consolidated
revenues or in total amounts of net income of the
Company and its subsidiaries, except in all
instances for changes or decreases set forth in such
letter, in which case the letter shall be
accompanied by an explanation by the Company as to
the significance thereof unless said explanation is
not deemed necessary by the Representatives; or
(3) the amounts included in any unaudited
"capsule" information included or incorporated in
the Registration Statement and the Final Prospectus
do not agree with the amounts set forth in the
unaudited financial statements for the same periods
or were not determined on a basis substantially
consistent with that of the corresponding amounts in
the audited financial statements included or
incorporated in the Registration Statement and the
Prospectus;
(iii) they have performed certain other
specified procedures as a result of which they determined
that certain information of an accounting, financial or
statistical nature (which is limited to accounting,
financial or statistical information derived from the
general accounting records of the Company and its
subsidiaries) set forth in the Registration Statement
and the Final Prospectus and in Exhibit 12 to the
Registration Statement, including the information
included or incorporated in Items 1, 2, 6, 7 and 11
of the Company's Annual Report on Form 10-K, incorporated
in the Registration Statement and the Final Prospectus,
and the information included in the "Management's Discussion
and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's
Quarterly Reports on Form 10-Q, incorporated in the
Registration Statement and the Final Prospectus, agrees
with the accounting records of the Company and its
subsidiaries, excluding any questions of legal
interpretation; and
(iv) if pro forma financial statements are
included or incorporated in the Registration Statement and
the Final Prospectus, on the basis of a reading of the
unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain
officials of the Company and the acquired company who
have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in
the pro forma financial statements, nothing came to their
attention which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to
the historical amounts in the compilation of such
statements.
References to the Registration Statement and the
Final Prospectus in this paragraph (f) are to such documents
as amended and supplemented at the date of the letter.
(g) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any change
or decrease specified in the letter or letters referred to
in paragraph (f) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or
affecting the business or properties of the Company and its
subsidiaries the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or
the delivery of the Securities as contemplated by the
Registration Statement and the Final Prospectus.
(h) Subsequent to the execution of this Agreement,
there shall not have been any decrease in the ratings of any of
the Company's debt securities by Moody's Investors Service, Inc.
or Standard & Poor's Corporation and neither of said
organizations shall have publicly announced that it has
under consideration or review with negative implications any
of the Company's debt securities.
(i) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further information,
certificates and documents as the Representatives may
reasonably request.
(j) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to the Representatives and its counsel, this
Agreement and all obligations of the Underwriters hereunder may
be cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to
the Company in writing or by telephone or telegraph confirmed in
writing.
6. Reimbursement of Underwriter's Expenses. If the
sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters set
forth in Section 5 hereof is not satisfied, because of any
termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the
Company will reimburse the Underwriters severally upon demand for
all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning
of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities (including but not limited to the
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened), joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other federal
or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in
any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any and all
expenses (including the fees and disbursements of counsel)
incurred by them in connection with investigating, preparing or
defending any such loss, claim, damage, liability, action,
investigation or proceeding; provided, however, that (i) the
Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
by any Underwriter through the Representatives expressly for use
in connection with the preparation thereof, and (ii) such
indemnity with respect to the Basic Prospectus or any Preliminary
Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or
liability purchased the Securities which are the subject thereof
if such person did not receive a copy of the Final Prospectus (or
the Final Prospectus as amended or supplemented) excluding
documents incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic
Prospectus or any Preliminary Final Prospectus was corrected in
the Final Prospectus (or the Final Prospectus as amended or
supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person
who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the
Company by such Underwriter through the Representatives expressly
for use in the preparation of the documents referred to in the
foregoing indemnity.
(c) Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 7,
notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defense and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of paragraph (a) of
this Section 7, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii)
is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an indemnified
party under Section 7(a) or 7(b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such
loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand, and
the Underwriters, on the other, from the offering of the Notes or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the one
hand, and the Underwriters, on the other, with respect to the
statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as
any other relevant equitable considerations. The relative
benefits received by the Company, on the one hand, and the
Underwriters, on the other, with respect to such offering
shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Notes (before deducting
expenses) received by the Company bear to the total discounts
and commissions received by any Underwriter with respect to
such offering. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company
or any Underwriter, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section 7(d) were to be determined
by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation
which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7(d)
shall be deemed to include, for purposes of this Section 7(d),
any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
any such action or claim to the extent not already paid or
payable pursuant to another provision of this Section 7.
Notwithstanding the provisions of this Section 7(d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Notes sold
through such Underwriter and distributed to the public were
offered to the public exceeds the amount of any damages which
such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The
Underwriters' obligations under this Section 7(d) to contribute
are several in proportion to the respective principal amounts
of Securities purchased by each such Underwriter and not joint.
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bears to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for
the Securities, if prior to such time any of the following shall
have occurred: (i) since the respective dates as of which
information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, or in
the earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, except as set forth
or contemplated in the Prospectus, which, in the Representatives'
judgement, makes it impracticable to market the Securities or
enforce contracts for the sale of the Securities, (ii) trading in
any securities of the Company has been suspended by the
Commission or a national securities exchange, or trading
generally on either the New York Stock Exchange or the American
Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said
exchanges or by order of the Commission or any other governmental
authority, (iii) a banking moratorium shall have been declared
either by Federal or New York State authorities, or (iv) any
outbreak or escalation of hostilities or other national or
international calamity or crisis, if the effect of such outbreak,
escalation, calamity or crisis would, in the Representatives'
reasonable judgment, make the offering or delivery of the
Securities impracticable.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telecopied and
confirmed to them, at the address specified in Schedule I hereto;
or, if sent to the Company, will be mailed, delivered or
telecopied and confirmed to International Lease Finance
Corporation at the address specified in Schedule I.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered
one and the same agreement and shall become effective when one
or more counterparts have been signed by each of the parties
hereto and delivered to each of the other parties hereto.
14. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
International Lease Finance
Corporation
By: /s/ Alan H. Lund
---------------------------------
Name: Alan H. Lund
Title: Executive Vice President, Co-Chief
Operating Officer and Chief
Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Lehman Brothers Inc.
By: /s/ Martin Goldberg
-----------------------------
Name: Martin Goldberg
Title: Senior Vice President
<PAGE>
SCHEDULE I
Underwriting Agreement dated: November 1, 2000
Registration Statement No.: 333-74095
Representatives: Lehman Brothers Inc.
Title, Purchase Price and Description of Securities:
Title: 6-3/4% Notes due November 3, 2003
Principal amount: $250,000,000
Purchase price (include accrued
interest or amortization, if any): 99.774% plus accrued
interest if any, from November 6, 2000.
Closing Date, Time and Location:
November 6, 2000, 7:00 a.m. Los Angeles time, at the offices
of O'Melveny & Myers LLP, 400 South Hope Street, Los Angeles,
California 90071
Modification of items to be covered by the letter
from PricewaterhouseCoopers LLP delivered pursuant
to Section 5(f) at the time this Agreement is
executed:
None
Addresses for Notices to Representatives and the Company:
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Attn: Fixed Income Syndicate
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Attn: Chief Financial Officer
Securities to be delivered in the form of a Global Note.
<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
---------------------- ----------------------
Lehman Brothers Inc. $250,000,000
Total . . . . . . . . . . . . . $250,000,000
============
<PAGE>
SCHEDULE III
Delayed Delivery Contract
__________, 20___
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from
International Lease Finance Corporation (the "Company"), and the
Company agrees to sell to the undersigned, on ________, 20 __,
(the "Delivery Date"), $_________ principal amount of the
Company's __________________ (the "Securities") offered by the
Company's Prospectus dated _________, 20___, and related
Prospectus Supplement dated __________, 20___, receipt of a copy
of which is hereby acknowledged, at a purchase price of ___% of
the principal amount thereof, plus accrued interest, if any,
thereon from __________, 20___, to the date of payment and
delivery, and on the further terms and conditions set forth in
this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M., New York City
time, on the Delivery Date to or upon the order of the Company in
______________________________ funds, at your office or at such
other place as shall be agreed between the Company and the
undersigned, upon delivery to the undersigned of the Securities
in definitive fully registered form and in such authorized
denominations and registered in such names as the undersigned may
request by written or telegraphic communication addressed to the
Company not less than five full business days prior to the
Delivery Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery
Date.
The obligation of the undersigned to take delivery of
and make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure thereof)
that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Prospectus and Prospectus Supplement mentioned above.
Promptly after completion of such sale to the Underwriters, the
Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of
the opinion of counsel for the Company delivered to the
Underwriters in connection therewith. The obligation of the
undersigned to take delivery of and make payment for the
Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected by the
failure of any purchaser to take delivery of and make payment for
the Securities pursuant to other contracts similar to this
contract.
This contract will inure to the benefit of and be
binding upon the parties hereto and their respective successors,
but will not be assignable by either party hereto without the
written consent of the other.
It is understood that acceptance of this contract and
other similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on a first come,
first served basis. If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
----------------------------
(Name of Purchaser)
By:
--------------------------
(Signature and Title
of Officer)
--------------------------
(Address)
Accepted:
International Lease Finance
Corporation
By:
---------------------------
(Authorized Signature)
International Lease Finance Corporation
<PAGE>
