INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES I
REGISTERED (FLOATING RATE) REGISTERED
NO. FLR-
CUSIP-
If this Security is registered in the name of The Depository
Trust Company (the "Depositary") (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇) or its nominee, this Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Security is exchanged in whole or in part
for Debt Securities in definitive form. Unless this certificate
is presented by an authorized representative of the Depositary to
the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
REQUIRED TERMS
DESIGNATION:
PRINCIPAL AMOUNT:
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
INTEREST RATE BASIS OR BASES:
INITIAL INTEREST RATE:
INTEREST PAYMENT DATES:
INTEREST RATE RESET PERIOD:
INDEX MATURITY:
PRESET TERMS
INTEREST RESET DATES:
INTEREST DETERMINATION DATES:
CALCULATION DATES:
REGULAR RECORD DATES:
OPTIONAL TERMS
SPREAD:
SPREAD MULTIPLIER: %
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
OVERDUE RATE:
REDEEMABLE ON OR AFTER:
OPTIONAL REPAYMENT DATE:
FIXED INTEREST RATE:
FIXED RATE COMMENCEMENT DATE:
REPURCHASE PRICE (for
Discount Securities):
OPTIONAL RESET DATES:
EXTENSION PERIODS:
FINAL MATURITY:
OTHER PROVISIONS:
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (hereinafter called the "Company," which term
includes any successor corporation under the Indenture, as
hereinafter defined), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum set forth
above at Stated Maturity shown above and to pay interest thereon
from the Original Issue Date shown above or from the most recent
Interest Payment Date (as hereinafter defined) to which interest
has been paid or duly provided for, in arrears on the Interest
Payment Dates set forth above ("Interest Payment Dates"), until
the principal hereof is paid or made available for payment, and
on Stated Maturity, commencing with the Interest Payment Date
next succeeding the Original Issue Date, at the rate per annum
determined in accordance with the provisions below, depending on
the Interest Rate Basis or Bases specified above. Interest will
be payable on each Interest Payment Date and at Stated Maturity
or upon redemption or optional repayment. Interest will be
payable to the Holder at the close of business on the Regular
Record Date which, unless otherwise specified above, shall be the
fifteenth calendar day (whether or not a Business Day (as defined
below)) immediately preceding the related Interest Payment Date;
provided, however, that interest payable at Stated Maturity or
upon redemption or optional repayment will be payable to the
person to whom principal is payable and (to the extent that the
payment of such interest shall be legally enforceable) at the
Overdue Rate, if any, per annum set forth above on any overdue
principal and premium and on any overdue installment of interest.
If the Original Issue Date is between a Regular Record Date and
the next succeeding Interest Payment Date, the first payment of
interest hereon will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder
on such next Regular Record Date.
Payment of the principal, and premium, if any, and
interest payable at Stated Maturity or upon redemption or
optional repayment of this Security will be made in immediately
available funds at the corporate trust office of the Trustee in
St. ▇▇▇▇, Minnesota or at the agency of the Trustee maintained
for that purpose in New York, New York, provided that this
Security is presented to the Trustee in time for the Trustee to
make such payments in such funds in accordance with its normal
procedures. Interest (other than interest payable at Stated
Maturity or upon redemption or optional repayment) will be paid
by check mailed to the address of the person entitled thereto as
it appears in the Security Register on the applicable Regular
Record Date or, at the option of the Company, by wire transfer to
an account maintained by such person with a bank located in the
United States. Notwithstanding the foregoing, (i) the Depositary
or its nominee, if it is the registered Holder of this Security,
will be entitled to receive payments of interest (other than at
Stated Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States, and (ii) a Holder of $10,000,000 or
more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the
Regular Record Date preceding an applicable Interest Payment Date
by the Trustee of written instructions from such Holder, be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States. Such instructions shall remain in
effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by
written instructions received by the Trustee from such Holder,
provided that any such written revocation or change which is
received by the Trustee after a Regular Record Date and before
the related Interest Payment Date shall not be effective with
respect to the interest payable on such Interest Payment Date.
This Security is one of a duly authorized issue of
Medium-Term Notes, Series I of the Company (herein called the
"Securities"), issued and to be issued under an Indenture dated
as of November 1, 1991 (herein called the "Indenture") between
the Company and First Trust National Association (successor to
Continental Bank, National Association), as trustee (herein
called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of
this series may be issued from time to time at varying
maturities, interest rates and other terms as may be designated
with respect to a Security.
The interest rate borne by this Security shall be
determined as follows:
(i) Unless this Security is designated as a "Floating
Rate/Fixed Rate Note," an "Inverse Floating Rate Note" or as
having an Addendum attached, this Security shall be
designated as a "Regular Floating Rate Note" and, except as
described below or as specified on the face hereof, bear
interest at the rate determined by reference to the Interest
Rate Basis or Bases specified on the face hereof (a) plus or
minus the Spread, if any, specified on the face hereof
and/or (b) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing on the first
Interest Reset Date (as defined below), the rate at which
interest on this Security shall be payable shall be reset as
of each Interest Reset Date; provided, however, that the
interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date shall be the
Initial Interest Rate specified on the face hereof.
(ii) If this Security is designated as a "Floating
Rate/Fixed Rate Note," then, except as described below or as
specified on the face hereof, this Security shall bear
interest at the rate determined by reference to the Interest
Rate Basis or Bases specified on the face hereof (a) plus or
minus the Spread, if any, specified on the face hereof
and/or (b) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing on the first
Interest Reset Date, the rate at which interest on this
Security shall be payable shall be reset as of each Interest
Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof and the interest rate in effect
commencing on the Fixed Rate Commencement Date specified on
the face hereof to Stated Maturity shall be the Fixed
Interest Rate, if such rate is specified on the face hereof
or, if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
(iii) If this Security is designated as an "Inverse
Floating Rate Note," then, except as described below or as
specified on the face hereof, this Security shall bear
interest equal to the Fixed Interest Rate specified on the
face hereof minus the rate determined by reference to the
Interest Rate Basis or Bases specified on the face hereof
(a) plus or minus the Spread, if any, specified on the face
hereof and/or (b) multiplied by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that,
unless otherwise specified on the face hereof, the interest
rate hereon shall not be less than zero during any Interest
Rate Reset Period (as defined below). Commencing on the
first Interest Reset Date, the rate at which interest on
this Security is payable shall be reset as of each Interest
Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof.
Notwithstanding the foregoing, if this Security is
designated as having an Addendum attached as specified on the
face hereof, this Security shall bear interest in accordance with
the terms described in such Addendum and as specified on the face
hereof.
Except as set forth above or as specified on the face
hereof, the interest rate in effect on each day shall be (i) if
such day is an Interest Reset Date, the interest rate determined
as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (ii) if such
day is not an Interest Reset Date, the interest rate determined
as of the Interest Determination Date immediately preceding the
most recent Interest Reset Date.
Unless otherwise specified on the face hereof:
(1) The "Interest Reset Date" shall be, if the
Interest Rate Reset Period specified on the face hereof is
(i) daily, each Business Day; (ii) weekly, the Wednesday of
each week (except with respect to the Treasury Rate which
shall reset on the Tuesday of each week, except as described
below); (iii) monthly, the third Wednesday of each month
(except with respect to the Eleventh District Cost of Funds
Rate which shall reset on the first calendar day of the
month); (iv) quarterly, the third Wednesday of March, June,
September and December of each year, (v) semiannually, the
third Wednesday of the two months specified on the face
hereof; and (vi) annually, the third Wednesday of the month
specified on the face hereof. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, unless LIBOR is an
applicable Interest Rate Basis, in which case, if such
Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding
Business Day.
(2) The "Interest Determination Date" with respect
this Security shall be: (i) if the applicable Interest Rate
Basis is the CD Rate, the CMT Rate, the Commercial Paper
Rate, the Federal Funds Rate or the Prime Rate, the second
Business Day immediately preceding the applicable Interest
Reset Date; (ii) if the applicable Interest Rate Basis is
the Eleventh District Cost of Funds Rate, the last working
day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of
San Francisco publishes the Index (as defined below);
(iii) if the applicable Interest Rate Basis is LIBOR, the
second London Business Day (as defined below) immediately
preceding the applicable Interest Reset Date and (iv) if the
applicable Interest Rate Basis is the Treasury Rate, the day
in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as defined below) are
normally auctioned; provided, however, that if an auction is
held on the Friday of the week preceding the applicable
Interest Reset Date, the Interest Determination Date will be
such preceding Friday; and provided, further, that if an
auction falls on the applicable Interest Reset Date, then
the Interest Reset Date will instead be the first Business
Day following such auction. If the interest rate on this
Security is determined by reference to two or more Interest
Rate Bases, the Interest Determination Date shall be the
second Business Day prior to the applicable Interest Reset
Date for this Security on which each Interest Rate Basis is
determinable. Each Interest Rate Basis will be determined
on such date, and the applicable interest rate will take
effect on the applicable Interest Reset Date.
(3) The "Calculation Date," if applicable, pertaining
to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination
Date, or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Stated
Maturity, as the case may be.
Unless otherwise specified on the face hereof, the
interest rate with respect to each Interest Rate Basis shall be
determined in accordance with the following provisions:
Determination of CD Rate
If the Interest Rate Basis with respect to this
Security is the CD Rate, such rate shall be determined by the
Calculation Agent appointed as agent by and of the Company to
calculate the rates of interest applicable to securities
including this Security ("Calculation Agent") in accordance with
the following provisions:
"CD Rate" means, with respect to any Interest
Determination Date, the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on
the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "CDs (Secondary Market)," or, if
not published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on such Interest Determination Date
for negotiable certificates of deposit of the Index Maturity
specified on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite
3:30 p.m. Quotations for U.S. Government Securities" or any
successor publication ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 p.m., New York
City time, on the related Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City
time, on such Interest Determination Date, of three leading
nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United
States money market banks for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity specified
on the face hereon in an amount that is representative for a
single transaction in that market at that time; provided,
however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the CD Rate
determined as of such Interest Determination Date will be the CD
Rate in effect on such Interest Determination Date.
Determination of CMT Rate
If the Interest Rate Basis with respect to this
Security is the CMT Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
"CMT Rate" means, with respect to any Interest
Determination Date, the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption
" . . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Monday's Approximately 3:45 p.m.," under the
column for the Designated CMT Maturity Index (as defined below)
for (i) if the Designated CMT Telerate Page is 7055, the rate on
such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related
Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 p.m., New York City time,
on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate for the
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City
time, on the Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference
Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on
such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence
have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Dow ▇▇▇▇▇ Telerate Service on the page specified on the face
hereof (or any other page as may replace such page on that
service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original
period to maturity of the U.S. Treasury securities (either 1, 2,
3, 5, 7, 10, 20, or 30 years) specified on the face hereof with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face hereof, the Designated CMT
Maturity Index shall be 2 years.
Determination of Commercial Paper Rate
If the Interest Rate Basis with respect to this
Security is the Commercial Paper Rate, such rate shall be
determined by the Calculation Agent in accordance with the
following provisions:
"Commercial Paper Rate" means, with respect to any
Interest Determination Date, the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in
H.15(519) under the heading "Commercial Paper." In the event
that such rate is not published by 3:00 p.m., New York City time,
on the related Calculation Date then the Commercial Paper Rate
shall be the Money Market Yield on such Interest Determination
Date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in Composite Quotations
under the heading "Commercial Paper" (with an Index Maturity of
one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If by 3:00
p.m., New York City time, on the related Calculation Date such
rate is not yet published in H.15(519) or Composite Quotations,
then the Commercial Paper Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 a.m., New York City time, on such
Interest Determination Date of three leading dealers of
commercial paper in The City of New York (selected by the
Calculation Agent) for commercial paper having the Index Maturity
specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Interest Determination
Date.
"Money Market Yield" means a yield (expressed as a
percentage rounded to the nearest one-hundredth of a percent,
with five one-thousandths of a percent rounded upwards)
calculated in accordance with the following formula:
D X 360
Money Market Yield = ------------------ X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate
If the Interest Rate Basis with respect to this
Security is the Eleventh District Cost of Funds Rate, such rate
shall be determined by the Calculation Agent in accordance with
the following provisions:
"Eleventh District Cost of Funds Rate" means, with
respect to any Interest Determination Date, the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Interest
Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 a.m., San Francisco
time, on such Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related Interest
Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced
(the "Index") by the Federal Home Loan Bank of San Francisco as
such cost of funds for the calendar month immediately preceding
the date of such announcement. If the Federal Home Loan Bank of
San Francisco fails to announce such rate for the calendar month
immediately preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate determined as of such
Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Interest Determination Date.
Determination of Federal Funds Rate
If the Interest Rate Basis with respect to this
Security is the Federal Funds Rate, such rate shall be determined
by the Calculation Agent in accordance with the following
provisions:
"Federal Funds Rate" means, with respect to any
Interest Determination Date, the rate on such date for federal
funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on such Interest
Determination Date as published in Composite Quotations under the
column "Effective Rate" under the heading "Federal Funds." If by
3:00 p.m., New York City time, on the related Calculation Date
such rate is not published in either H.15(519) or Composite
Quotations, then the Federal Funds Rate on such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York selected by the Calculation Agent prior
to 9:00 a.m., New York City time, on such Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Interest
Determination Date will be the Federal Funds Rate in effect on
such Interest Determination Date.
Determination of LIBOR
If the Interest Rate Basis with respect to this
Security is LIBOR, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
(i) With respect to an Interest Determination Date,
LIBOR will be, as specified on the face hereof, either: (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified on the face hereof,
commencing on the second London Business Day immediately
following that Interest Determination Date, that appear on the
Reuters Screen LIBO Page as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or
(b) the rate for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second
London Business Day immediately following that Interest
Determination Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on that Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered
rates of major banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or such other
page as may replace the 3750 page on that service or such other
service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR
will be determined as if LIBOR Telerate had been specified. If
fewer than two offered rates appear on the Reuters Screen LIBO
Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that Interest Determination Date
will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to an Interest Determination Date on
which fewer than two offered rates appear on the Reuters Screen
LIBO Page, as specified in (i)(a) above, or on which no rate
appears on Telerate Page 3750, as specified in (i)(b) above, as
applicable, LIBOR will be determined on the basis of the rates at
which deposits in U.S. dollars having the Index Maturity
specified on the face hereof are offered at approximately 11:00
a.m., London time, on that Interest Determination Date by four
major banks in the London interbank market selected by the
Calculation Agent ("Reference Banks") to prime banks in the
London interbank market commencing on the second London Business
Day immediately following that Interest Determination Date and in
a principal amount equal to an amount of not less than $1,000,000
that is representative for a single transaction in such market at
such time. The Calculation Agent will request the principal
London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that Interest Determination Date
will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of that Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time, on that
Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent for the loans in U.S.
dollars to leading European banks having the Index Maturity
specified on the face hereof commencing on the second London
Business Day immediately following that Interest Determination
Date and in a principal amount equal to an amount of not less
than $1,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR with respect to such Interest
Determination Date will be the rate of LIBOR in effect on such
date.
"London Business Day" means any day on which dealings
in U.S. dollars are transacted in the London interbank market.
Determination of Prime Rate
If the Interest Rate Basis with respect to this
Security is the Prime Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
"Prime Rate" means, with respect to any Interest
Determination Date, the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If
such rate is not published prior to 3:00 p.m., New York City
time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen US
PRIME 1 (as defined below) as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date.
If fewer than four such rates but more than one such rate appear
on the Reuters Screen US PRIME 1 for such Interest Determination
Date, the Prime Rate shall be the arithmetic mean of the prime
rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on
such Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent. If
fewer than two such rates appear on the Reuters Screen US PRIME
1, the Prime Rate will be determined by the Calculation Agent on
the basis of the rates furnished in The City of New York by three
substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject
to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies selected
as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate determined as of such Interest Determination Date will
be the Prime Rate in effect on such Interest Determination Date.
"Reuters Screen US PRIME 1" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the USPRIME1 page on
that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate
If the Interest Rate Basis with respect to this
Security is the Treasury Rate, such rate shall be determined by
the Calculation Agent in accordance with the following
provisions:
"Treasury Rate" means, with respect to an Interest
Determination Date, the rate applicable to the most recent
auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "Treasury Bills--auction
average (investment)" or, if not so published by 3:00 p.m., New
York City time, on the related Calculation Date pertaining to
such Interest Determination Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face
hereof are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City
time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Security in accordance with the foregoing on each
Interest Determination Date.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York or California
law as the same may be modified by the United States law of
general applicability.
The Calculation Agent will, upon the request of the
Holder of this Security, provide to such Holder the interest rate
hereon then in effect and, if different, the interest rate which
will become effective as of the next applicable Interest Reset
Date.
If any Interest Payment Date specified on the face
hereof would otherwise be a day that is not a Business Day, the
Interest Payment Date shall be postponed to the next day that is
a Business Day, except that if (i) the rate of interest on this
Security shall be determined in accordance with the provisions of
the heading "Determination of LIBOR" above, and (ii) such
Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business
Day. "Business Day" means any day that is not a Saturday or
Sunday and that, in The City of New York (and, if the rate of
interest on this Security shall be determined in accordance with
the provisions of the heading "Determination of LIBOR" above, the
City of London), is not a day on which banking institutions are
generally authorized or obligated by law to close.
Interest payments for this Security will include
interest accrued from and including the date of issue or from and
including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Interest Payment
Date or Stated Maturity, as the case may be. Accrued interest
hereon from the Original Issue Date or from the last date to
which interest hereon has been paid, as the case may be, shall be
an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factor calculated for each day
from the Original Issue Date or from the last date to which
interest shall have been paid, as the case may be, to the date
for which accrued interest is being calculated. The interest
factor for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such day by
360, in case the Interest Rate Basis of this Security is the
Commercial Paper Rate or LIBOR, or by the actual number of days
in the year in the case the Interest Rate Basis of this Security
is the Treasury Rate.
On each Optional Reset Date, if any, specified on the
face hereof, the Company has the option to reset the Spread and
the Spread Multiplier. If no date or dates for such reset are
set forth on the face hereof, this Security will not be subject
to such reset. The Company may exercise such option by notifying
the Trustee of such exercise at least 45 but not more than 60
days prior to an Optional Reset Date. Not later than 40 days
prior to such Optional Reset Date, the Trustee will mail to the
Holder hereof a notice (the "Reset Notice"), first class, postage
prepaid. The Reset Notice will indicate whether the Company has
elected to reset the Spread or Spread Multiplier and if so,
(i) such new Spread or Spread Multiplier, as the case may be; and
(ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or,
if there is no such next Optional Reset Date, to Stated Maturity
(each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during
such Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the Spread or Spread Multiplier as provided for in
the Reset Notice, and establish a Spread or Spread Multiplier
that is higher (or lower if this Security is designated an
Inverse Floating Rate Note) than the Spread or Spread Multiplier
provided for in the relevant Reset Notice for the Subsequent
Interest Period commencing on such Optional Reset Date, by
causing the Trustee to mail, not later than 20 days prior to an
Optional Reset Date, a notice of such new Spread or Spread
Multiplier to the Holder hereof. Such notice will be
irrevocable. The Company must notify the Trustee of its
intentions to revoke such Reset Notice at least 25 days prior to
such Optional Reset Date. If the Spread or Spread Multiplier
hereof is reset on an Optional Reset Date and the Holder hereof
has not tendered this Security for repayment (or has validly
revoked any such tender) pursuant to the next succeeding
paragraph, such Holder will bear such new Spread or Spread
Multiplier for the Subsequent Interest Period.
If the Company elects to reset the Spread or Spread
Multiplier as described above, the Holder hereof will have the
option to elect repayment hereof by the Company on any Optional
Reset Date at a price equal to the aggregate principal amount
hereof outstanding on, plus any interest accrued to, such
Optional Reset Date. In order to exercise such option, the
Holder hereof must follow the procedures set forth below for
optional repayment, except that (i) the period for delivery of
this Security or notification to the Trustee will be at least 25
but not more than 35 days prior to such Optional Reset Date and
(ii) a Holder who has tendered for repayment pursuant to a Reset
Notice may, by written notice to the Trustee, revoke any such
tender until the close of business on the tenth day prior to such
Optional Reset Date.
The Company may extend the Stated Maturity of this
Security for the number of periods of whole years from one to
five, if any, specified on the face hereof under Extension
Periods up to but not beyond the Final Maturity Date specified on
the face hereof. If no period or periods for such extension are
set forth on the face hereof, this Security will not be subject
to such extension and will finally mature on the Stated Maturity
specified on the face hereof. The Company may exercise such
option by notifying the Trustee of such exercise at least 45 but
not more than 60 days prior to the old Stated Maturity. Not
later than 40 days prior to the old Stated Maturity, the Trustee
will mail to the Holder hereof a notice (the "Extension Notice"),
first class, postage prepaid. The Extension Notice will set
forth (i) the election of the Company to extend the Stated
Maturity; (ii) the new Stated Maturity; (iii) the Spread or
Spread Multiplier applicable to the Extension Period; and
(iv) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the
mailing by such Trustee of an Extension Notice to the Holder
hereof, the Stated Maturity shall be extended automatically, and,
except as modified by the Extension Notice and as described in
the next paragraph, this Security will have the same terms as
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity, the Company may, at its option,
revoke the Spread or Spread Multiplier provided for in the
Extension Notice and establish a higher (or lower if this
Security is designated an Inverse Floating Rate Note) Spread or
Spread Multiplier for the Extension Period, by causing the
Trustee to mail notice of such new Spread or Spread Multiplier,
as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this
Security will bear such new Spread or Spread Multiplier for the
Extension Period, whether or not tendered for repayment.
If the Company extends Stated Maturity, the Holder
hereof will have the option to elect repayment hereof by the
Company on the old Stated Maturity at a price equal to the
principal amount hereof, plus any interest accrued to such date.
In order to exercise such option, the Holder hereof must follow
the procedures set forth for optional repayment, except that
(i) the period for delivery of this Security or notification to
the Trustee will be at least 25 but not more than 35 days prior
to the old Stated Maturity and (ii) a Holder who has tendered for
repayment pursuant to an Extension Notice may, by written notice
to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated
Maturity.
Unless otherwise indicated on the face of this
Security, this Security may not be redeemed prior to Stated
Maturity. If so indicated on the face of this Security, this
Security may be redeemed, at the option of the Company, on any
date on or after the date set forth on the face hereof, either in
whole or from time to time in part at a redemption price equal to
100% of the principal amount redeemed, together with interest
accrued and unpaid thereon to the date of redemption. Notice of
redemption shall be mailed to the Holders of the Securities
designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more
than 60 days prior to the date of redemption, subject to all the
conditions and provisions of the Indenture. In the event of any
redemption, the Company will not be required to (i) issue,
register the transfer of, or exchange any Security during a
period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending at the close of
business on the date of mailing of the relevant notice of
redemption or (ii) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except
the unredeemed portion of any Security being redeemed in part.
Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the
Holder upon the cancellation hereof.
If so provided on the face of this Security, the
Security will be subject to repayment at the option of the Holder
on the date or dates so indicated on the face hereof. If no date
or dates for such repayment are set forth on the face hereof,
this Security will not be repayable at the option of the Holder
prior to Stated Maturity. On an optional repayment date, if any,
this Security will be repayable in whole or in part in increments
of $1,000 at the option of the Holder at a price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment, if the "Option to Elect
Repayment," duly completed and received by the Company in
accordance with the terms of this Security, is received by the
Company not more than 60 nor less than 30 days prior to the date
or dates of repayment set forth on the face hereof. In the event
of repayment of this Security in part only, a new Security for
the unrepaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of the series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if
(i) this Security is issued with original issue discount (as
defined in the Internal Revenue Code of 1986, as amended) and
(ii) the principal hereof is declared to be due and payable
immediately, the amount of principal due and payable with respect
hereto shall be limited to the Principal Amount hereof multiplied
by the sum of the Issue Price hereof (expressed as a percentage
of the Principal Amount hereof) plus the original issue discount
amortized from the Original Issue Date to the date of
declaration, which amortization shall be calculated using the
"interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal
amount of the outstanding Securities of any series to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits
▇▇▇▇▇▇'s rights to enforce the Indenture and this Security.
This Security is exchangeable only if (i) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Security or if at any time
the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed within the time specified in the
Indenture, or (ii) the Company in its sole discretion determines
that all Global Securities of the same series as this Security
shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form. If
this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof, bearing interest at the same rate or pursuant to
the same formula, having the same date of issuance, redemption
provisions, if any, Stated Maturity and other terms.
The Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in this Security unless
such beneficial interest is in an amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof. The Depositary,
by accepting this Security, agrees to be bound by such provision.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue and none of the Company,
the Trustee or any such agent shall be affected by notice to the
contrary.
All percentages resulting from any calculation on this
Security will be rounded to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used
in or resulting from such calculation on this Security will be
rounded to the nearest cent (with one-half cent being rounded
upwards).
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal as of the
Dated Date set forth on the face hereof.
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal]
By: __________________________________
Chairman of the Board
__________________________________
President
Attest:
__________________________________
Secretary
Unless the certificate of authentication hereon has
been executed by First Trust National Association (successor to
Continental Bank, National Association), the Trustee under the
Indenture, or its successor thereunder, by the manual signature
of one of its authorized signatories or authorized Authenticating
Agents, this Note shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Date of Registration:
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By ______________________________
Authorized Signatory
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- __________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above
list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee _________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
______________________________________________________
______________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ______________________________________
Attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: ________________________________
________________________________________________
________________________________________________
Notice: The signature to this
assignment must correspond
with the name as written on
the face of the within
instrument in every
particular, without alteration
or enlargement, or any change
whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned.
The undersigned acknowledges that for the within
Security to be repaid, the Company must receive at the offices or
agencies of the Trustee in St. ▇▇▇▇, Minnesota or The City of New
York, during the period specified in this Security (i) the
Security with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the
name of the Holder of the Security, the principal amount of the
Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that the Security to be repaid with the "Option to
Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such
Security and form duly completed are received by the Company by
such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be
irrevocable.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which the Holder
elects to have repaid: $______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security not
being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid):
$______________.
Dated:
__________________________________
Note: The signature to this Option
to Elect Repayment must correspond
with the name as it appears upon
the face of the within Security in
every particular without alteration
or enlargement or any change
whatever.