Exhibit 1.1
International Lease Finance Corporation
Underwriting Agreement
July 29, ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
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, 2000, between the Company and The Bank of
New York, as trustee (the "Trustee"), as amended. 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
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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
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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
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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 that have a substantially similar maturity and the same currency as the
Securities.
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:
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(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,
Castle 2003-1A LLC; Castle 2003-1B LLC; Castle 2003-1C LLC; IAI X,
Inc.; ILFC Rhino I LLC; ILFC Rhino II LLC; Interlease Aviation
Corporation; ILFC Aircraft Holding Corporation; Interlease Management
Corporation; Interlease Aircraft Trading Corporation; Aircraft SPC-3,
Inc.; Aircraft SPC-4, Inc.; ILFC Aviation Consulting, 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.; 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 & ▇▇▇▇▇ LLP, special counsel for the
Company, dated the Closing Date, to the effect that:
(i) Each of the Company and Castle 2003-1A LLC,
Castle 2003-1B LLC, Castle 2003-1C LLC, IAI X, Inc., ILFC Rhino I LLC,
ILFC Rhino II LLC, Interlease Management Corporation, Interlease
Aviation Corporation, ILFC Aircraft Holding Corporation, Interlease
Aircraft Trading Corporation, Aircraft SPC-3, Inc., Aircraft SPC-4,
Inc., ILFC Aviation Consulting, 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 or
organized and is existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized.
(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 may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors'
6
rights generally (including, without limitation, fraudulent conveyance
laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding in
equity or at law, and, if applicable, is subject to provisions of law
which may require that a judgment for money damages rendered by a court
in the United States be expressed in United States dollars.
(iv) The 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 may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance laws), and by
general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law,
and, if applicable, is subject to provisions of law which may require
that a judgment for money damages rendered by a court in the United
States be expressed in United States dollars.
(v) The Indenture has been duly qualified under
the Trust Indenture Act.
(vi) This Agreement and, if 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 violate, 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 violation of, breach of or
default
7
under 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 information contained or
incorporated by reference therein.
(xi) Such counsel does not know of any contract
or other document of a character required to be filed as an exhibit to
the Registration Statement which is not filed as required.
(xii) The documents incorporated by reference into
the Prospectus (the "Incorporated Documents") appear on their face to
comply in all material respects with the requirements as to form for
reports on Form 10-K, Form 10-Q and Form 8-K, as the case may be, under
the Exchange Act, and the rules and regulations thereunder in effect at
the respective dates of their filing, except that no opinion need be
expressed concerning the financial statements and other financial
information contained or incorporated by reference therein.
(xiii) The statements in the Final Prospectus under
the caption "Description of Debt Securities," and in "Description of
the 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
required to register under the Investment Company Act of 1940, as
amended.
Such counsel may state that such counsel has participated in
conferences in connection with the preparation of the Registration Statement and
the Final Prospectus and that such counsel has reviewed the Registration
Statement, the documents incorporated therein on the effective date of the
Registration Statement, the Final Prospectus and the Incorporated Documents, but
has not independently verified the accuracy, completeness or fairness of the
statements in those documents. Such counsel may also state that the limitations
inherent in such
8
participation and review, and the knowledge available to such counsel, are such
that such counsel is unable to assume, and does not assume, any responsibility
for such accuracy, completeness or fairness (except as otherwise specifically
stated in clause (xiii) above). However, such counsel shall state that, on the
basis of such participation and review, such counsel does 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, contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Such counsel need not
express any opinion or belief as to any document filed by the Company under the
Exchange Act, whether prior or subsequent to the effective date of the
Registration Statement, except to the extent that any such document is an
Incorporated Document read together with the Registration Statement or the Final
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 Registration Statement or the
financial statements and other financial information included or incorporated by
reference in the Registration Statement, the Final Prospectus or the
Incorporated Documents.
(d) The Representatives shall have received from ▇▇▇▇▇▇,
▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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
9
(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, stating in effect that:
(i) They are independent certified
public accountants with respect to the Company and its
subsidiaries within the meaning of the Act and the applicable
rules and regulations thereunder adopted by the Commission;
(ii) In their opinion, the financial
statements and financial statement schedules audited by them
and included or incorporated by reference in the Registration
Statement or the Final Prospectus comply as to form in all
material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the related
rules and regulations thereunder adopted by the Commission;
(iii) They have made a review in
accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows
included in the Final Prospectus and/or included in the
Company's quarterly report on Form 10-Q incorporated by
reference into the Final Prospectus; and on the basis of
specified procedures including inquiries of officials of the
Company who have responsibility for financial and accounting
matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (v)(1)(i) below
comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and
the related rules and regulations, nothing came to their
attention that caused them to believe that the unaudited
condensed consolidated financial statements do not comply as
to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and
the related rules and regulations adopted by the Commission;
(iv) The unaudited selected financial
information with respect to the consolidated results of
operations and financial position of the Company for the five
most recent fiscal years included in the Final Prospectus and
included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent
fiscal year agrees with the corresponding amounts (after
restatement where applicable) in the audited consolidated
financial statements for five such fiscal years which were
included or incorporated by reference in the Company's Annual
Reports on Form 10-K for such fiscal years;
(v) On the basis of limited procedures,
not constituting an examination in accordance with generally
accepted auditing standards, consisting
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of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest
available interim financial statements of the Company and its
subsidiaries, inspection of the minute books of the Company
and its subsidiaries since the date of the latest audited
financial statements included or incorporated by reference in
the Final Prospectus, inquiries of officials of the Company
and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that
caused them to believe that:
(1) (i) the unaudited condensed
consolidated statements of income, consolidated
balance sheets and consolidated statements of cash
flows included and/or incorporated by reference in
the Final Prospectus and included in the Company's
Quarterly Reports on Form 10-Q incorporated by
reference in the Final Prospectus do not comply as to
form in all material respects with the applicable
accounting requirements of the Exchange Act and the
related rules and regulations adopted by the
Commission, or (ii) any material modifications should
be made to the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Final Prospectus or included in the Company's
Quarterly Reports on Form 10-Q incorporated by
reference in the Final Prospectus for them to be in
conformity with generally accepted accounting
principles;
(2) any other unaudited income
statement data and balance sheet items included in
the Final Prospectus do not agree with the
corresponding items in the unaudited consolidated
financial statements from which such data and items
were derived, and any such unaudited data and items
were not determined on a basis substantially
consistent with the basis for the corresponding
amounts in the audited consolidated financial
statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(3) the unaudited financial
statements which were not included in the Final
Prospectus but from which were derived the unaudited
condensed financial statements referred to in clause
(1) and any unaudited income statement data and
balance sheet items included in the Final Prospectus
and referred to in Clause (2) were not determined on
a basis substantially consistent with the basis for
the audited financial statements included or
incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;
(4) any unaudited pro forma
consolidated condensed financial statements included
or incorporated by reference in the Final Prospectus
do not comply as to form in all material respects
with the applicable accounting requirements of the
Act and the published rules and regulations
thereunder or the pro forma adjustments have not been
11
properly applied to the historical amounts in the
compilation of those statements;
(5) as of a specified date not
more than five days prior to the date of such letter,
there have been any changes in the consolidated
capital stock (other than issuances of capital stock
upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case
which were outstanding on the date of the latest
balance sheet included or incorporated by reference
in the Final Prospectus) or any increase in the
consolidated long-term debt of the Company and its
subsidiaries, or as of the end of the latest period
for which financial statements are available, any
decreases in consolidated net assets, in each case as
compared with amounts shown in the latest balance
sheet included or incorporated by reference in the
Final Prospectus, except in each case for changes,
increases or decreases which the Final Prospectus as
amended and supplemented discloses have occurred or
may occur or which are described in such letter; and
(6) for the period from the date
of the latest financial statements included or
incorporated by reference in the Final Prospectus
there were any decreases in consolidated net revenues
or the total or per share amounts of income before
extraordinary items or net income, in each case as
compared with the comparable period of the preceding
year, except in each case for increases or decreases
which the Final Prospectus as amended and
supplemented discloses have occurred or may occur or
which are described in such letter; and
(vi) In addition to the audit referred to in
their report(s) included or incorporated by reference in the Final
Prospectus and the limited procedures, inspection of minute books,
inquiries and other procedures referred to in paragraphs (iii) and (v)
above, they have carried out certain specified procedures, not
constituting an audit in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives which are derived from the
general accounting records of the Company and its subsidiaries, which
appear in the Final Prospectus (excluding documents incorporated by
reference), or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives or in documents
incorporated by reference in the Final Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages
and financial information with the accounting records of the Company
and its subsidiaries and have found them to be in agreement.
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
12
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 downgrade in the ratings of any of the Company's senior
debt securities by a "nationally recognized statistical rating agency" (as that
term is defined by the Commission for purposes of Rule 436(g)(2) under the Act).
(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 Underwriters' 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
13
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.
14
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
15
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) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange if the effect of any such event, in the
Representatives' reasonable judgment, is to make it impracticable or inadvisable
to market the Securities or enforce contracts for the sale of the Securities on
the terms and in the manner contemplated by the Final Prospectus, as amended or
supplemented; (iii) a general moratorium on commercial banking activities in New
York declared by either Federal or New York State authorities; (iv) the outbreak
or escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war, other than any such outbreak,
16
escalation or declaration that does not represent a significant departure from
the conditions that exist on the date hereof, if the effect of any such event in
the Representatives' reasonable judgment is to make it impracticable or
inadvisable to market the Securities or enforce contracts for the sale of the
Securities on the terms and in the manner contemplated by the Final Prospectus,
as amended or supplemented; or (v) the suspension in trading in the securities
of the Company on any national securities exchange or quotation system on which
they are listed or quoted if the effect of such event in the Representatives'
reasonable judgment is to make it impracticable or inadvisable to market the
Securities or enforce contracts for the sale of the Securities on the terms and
in the manner contemplated by the Final Prospectus, as amended or supplemented.
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.
17
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
ABN AMRO Incorporated
Banc of America Securities LLC
▇.▇. ▇▇▇▇▇▇ Securities Inc.
By: ▇.▇. ▇▇▇▇▇▇ Securities Inc.
By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇
---------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇
Title: Vice President
18
SCHEDULE I
Underwriting Agreement dated: July 29, 2003
Registration Statement No.: 333-106320
Representatives: ABN AMRO Incorporated
Banc of America Securities LLC
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Title, Purchase Price and Description of Securities:
Title: 3.75% Notes due August 1, 2007
Principal amount: $250,000,000
Purchase price (include accrued interest or amortization, if any):
99.498% plus accrued interest, if any, from August 1, 2003.
Closing Date, Time and Location:
August 1, 2003, 7:00 a.m. Los Angeles time, at the offices of O'Melveny & ▇▇▇▇▇
LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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:
ABN AMRO Incorporated
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Banc of America Securities LLC
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
International Lease Finance Corporation
1999 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
Securities to be delivered in the form of a Global Note
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
------------------------------- ------------
ABN AMRO Incorporated $ 75,000,000
Banc of America Securities LLC $ 75,000,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. $ 75,000,000
Barclays Capital Inc. $ 8,334,000
Scotia Capital (USA) Inc. $ 8,333,000
Tokyo-Mitsubishi International plc $ 8,333,000
=============
Total........... $ 250,000,000
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