Dated 4th June, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
____________________________________
PROGRAMME AGREEMENT
____________________________________
▇▇▇▇▇ & ▇▇▇▇▇
London
ICM:334990.6
CONTENTS
Clause Page
1. Definitions and Interpretation 1
2. Agreements to Issue and Purchase Notes 4
3. Conditions of Issue; Updating of Legal Opinions 5
4. Representations, Warranties and Undertakings 8
5. Undertakings of the Issuer 10
6. Indemnity 13
7. Authority to Distribute Documents 15
8. Dealers' Undertakings 16
9. Fees, Expenses and Stamp Duties 16
10. Termination of Appointment of Dealers 16
11. Appointment of New Dealers 17
12. Increase in the Aggregate Nominal Amount of the
Programme 17
13. Status of the Dealers and the Arranger 18
14. Counterparts 18
15. Communications 18
16. Benefit of Agreement 18
17. Calculation Agent 19
18. Stabilisation 19
19. Governing Law 19
SCHEDULES 21
A. Initial Documentation List 21
B. Selling Restrictions 24
C. Part I - Form of Dealer Accession Letter - Programme 28
Part II - Form of Confirmation Letter 29
Part III - Form of Dealer Accession Letter - Note Issue 30
Part IV - Form of Confirmation Letter - Note Issue 31
D. Letter Regarding Increase in the Nominal Amount of the
Programme 32
E. Form of Subscription Agreement 33
Signatories 38
PROGRAMME AGREEMENT
in respect of a
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on 4th June, 1999 BETWEEN:
(1) International Lease Finance Corporation of 1999 Avenue of
the Stars, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Issuer"); and
(2) Commerzbank of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ am Main;
(3) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International of Peterborough Court, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(4) ▇▇▇▇▇▇ Brothers International (Europe) of One Broadgate,
London EC2M 7HA;
(5) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International of Ropemaker Place, ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇;
(6) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited of ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇;
(7) Salomon Brothers International Limited of Victoria Plaza,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇;
(8) Societe Generale of Tour Societe Generale, 17, Cours
Valmy 92987 Paris Le Defense Cedex; and
(9) UBS AG, acting through its division Warburg Dillon Read
of ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Initial
Dealers").
IT IS ▇▇▇▇▇▇ AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) For the purposes of this Agreement, except where the
context requires otherwise:
"Agency Agreement" means the agreement of even date
herewith between the Issuer, the Agent and the other
Paying Agents referred to therein under which, amongst
other things, the Agent is appointed as issuing agent,
principal paying agent and agent bank for the purposes of
the Programme;
"Agent" means Citibank, N.A. as Agent under the Agency
Agreement and any successor agent appointed in accordance
with the Agency Agreement;
"Agreement Date" means, in respect of any Note, the date
on which agreement is reached for the issue of such Note
as contemplated in clause 2 which, in the case of Notes
issued on a syndicated basis or otherwise in relation to
which a Subscription Agreement is entered into,
shall be the date upon which the relevant Subscription
Agreement is signed by or on behalf of all the parties
thereto;
"Agreements" means each of this Programme Agreement and
the Agency Agreement;
"Arranger" means ▇▇▇▇▇▇ Brothers International (Europe)
or any entity appointed from time to time as the arranger
for the Programme;
"Confirmation Letter" means:
(a) in respect of the appointment of a third party as a
Dealer for the duration of the Programme, the
Confirmation Letter substantially in the form set
out in Part II of Appendix C hereto; and
(b) in respect of the appointment of a third party as a
Dealer for one or more particular issues of Notes
under the Programme, the Confirmation Letter
substantially in the form set out in Part IV of
Appendix C hereto;
"Dealer" means each of the Initial Dealers and any New
Dealer and excludes any entity whose appointment has been
terminated pursuant to clause 10, and references in this
Agreement to the "relevant Dealer" shall, in relation to
any Note, be references to the Dealer or Dealers with
whom the Issuer has agreed the issue and purchase of such
Note;
"Dealer Accession Letter" means:
(a) in respect of the appointment of a third party as a
Dealer for the duration of the Programme, the Dealer
Accession Letter substantially in the form set out
in Part I of Appendix C hereto; and
(b) in respect of the appointment of a third party as a
Dealer for one or more particular issues of Notes
under the Programme, the Dealer Accession Letter
substantially in the form set out in Part III of
Appendix C hereto;
"Dealer Indemnified Person" means each Dealer, its
affiliates and each person who controls such Dealer
(within the meaning of section 15 of the Securities Act
or section 20 of the Exchange Act) and each of their
directors, officers, employees and agents;
"▇▇▇▇ & ▇▇▇▇▇▇" means ▇▇▇▇ & ▇▇▇▇▇▇ Credit Rating Co.;
"Exchange Act" means the United States Securities
Exchange Act of 1934, as amended;
"FSA" means the Financial Services Act 1986;
"Initial Documentation List" means the lists of documents
sets out in Appendix A to this Agreement;
"Lead Manager" means, in relation to any Tranche of
Notes, the person named as the Lead Manager in the
applicable Subscription Agreement;
"Listing Agent" means, in relation to any Notes which
are, or are to be, listed on a Stock Exchange, such
listing agent as the Issuer may from time to time appoint
for the purposes of liaising with such Stock Exchange;
"Moody's" means ▇▇▇▇▇'▇ Investors Service Limited;
"New Dealer" means any entity appointed as an additional
Dealer in accordance with clause 11;
"Note" means a note issued or to be issued by the Issuer
pursuant to this Agreement, which Note may be represented
by a Global Note or be in definitive form including any
receipts, coupons or talons relating thereto;
"Offering Circular" means the Offering Circular relating
to the Notes prepared in connection with the Programme
and the Offering Circular Addendum, each as revised,
supplemented or amended from time to time by the Issuer
in accordance with clause 5(2) including, in relation to
each Tranche of Notes, the applicable Pricing Supplement
and such other documents as are from time to time
incorporated therein by reference except that for the
purpose of clause 4(1) and 4(2) in respect of the
Agreement Date and the Issue Date, the Offering Circular
means the Offering Circular as at the Agreement Date but
not including any subsequent revision, supplement or
amendment thereto or incorporation of information
therein;
"Paris Listed Notes" means Notes listed on the Paris
Bourse;
"Pricing Supplement" means the pricing supplement issued
in relation to each Tranche of Notes (substantially in
the form of Annexe C to the Procedures Memorandum) as a
supplement to the Offering Circular and giving details of
that Tranche;
"Procedures Memorandum" means the Operating and
Administrative Procedures Memorandum as amended or varied
from time to time (in respect of any Tranche) by
agreement between the Issuer and the relevant Dealer or
Lead Manager with the approval in writing of the Agent;
"Programme" means the Euro Medium Term Note Programme
that is the subject of this Agreement;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"Sicovam" means Sicovam SA and the Intermediaires
financiers habilites authorised to maintain accounts
therein;
"Standard & Poor's" means Standard & Poor's Rating
Services, a division of the McGraw Hill Companies Inc.;
"Stock Exchange" means the Luxembourg Stock Exchange, the
Paris Bourse or any other stock exchange(s) on which any
Notes may from time to time be listed, and references in
this Agreement to the "relevant Stock Exchange" shall, in
relation to any Notes, be references to the stock
exchange or stock exchanges on which such Notes are from
time to time, or are intended to be, listed; and
"Subscription Agreement" means an agreement (by whatever
name called) in or substantially in the form set out in
Appendix E hereto or in such other form as may be agreed
between the Issuer and the Lead Manager which agreement
shall be supplemental to this Agreement.
(2) Terms and expressions defined in the Agency Agreement,
the Conditions and/or the applicable Pricing Supplement
and not otherwise defined in this Agreement shall have
the same meanings in this Agreement, except where the
context otherwise requires.
(3) In this Agreement, clause headings are inserted for
convenience and ease of reference only and shall not
affect the interpretation of this Agreement.
(4) All references in this Agreement to the provisions of any
statute shall be deemed to be references to that statute
as from time to time modified, extended, amended or re-
enacted.
(5) All references in this Agreement to an agreement,
instrument or other document (including this Agreement,
the Agency Agreement, any Series of Notes and any
Conditions appertaining thereto) shall be construed as a
reference to that agreement, instrument or document as
the same may be amended, modified, varied, supplemented,
replaced or novated from time to time including, but
without prejudice to the generality of the foregoing,
this Agreement as supplemented by any Subscription
Agreement.
(6) Words denoting the singular number only shall include the
plural number also and vice versa; words denoting the
masculine gender only shall include the feminine gender
also; and words denoting persons only shall include firms
and corporations and vice versa.
(7) All references in this Agreement to Euroclear and/or
Cedelbank shall, wherever the context so permits, be
deemed to include reference to any additional or
alternative clearing system (including, in the case of
Paris Listed Notes, Sicovam) approved by the Issuer and
the Agent.
2. AGREEMENTS TO ISSUE AND PURCHASE NOTES
(1) Subject to the terms and conditions of this Agreement,
the Issuer may from time to time agree with any Dealer to
issue, and any Dealer may agree to purchase, Notes.
(2) Unless otherwise agreed between the parties, on each
occasion upon which the Issuer and any Dealer agree on
the terms of the issue by the Issuer and purchase by such
Dealer of one or more Notes:
(a) the Issuer shall cause such Notes which shall be
initially represented by a Temporary Global Note to
be issued and delivered to a common depositary for
Euroclear and Cedelbank;
(b) the securities account of the relevant Dealer with
Euroclear and/or Cedelbank (as specified by the
relevant Dealer) will be credited with such Notes on
the agreed Issue Date, as described in the
Procedures Memorandum; and
(c) the relevant Dealer or, as the case may be, the Lead
Manager shall, subject to such Notes being so
credited, cause the net purchase moneys for such
Notes to be paid in the relevant currency by
transfer of funds to the designated account of the
Agent or (in the case of syndicated issues) the
designated account of the Issuer with Euroclear
and/or Cedelbank so that such payment is credited to
such account for value on such Issue Date, as
described in the Procedures Memorandum.
(3) Unless otherwise agreed between the Issuer and the
relevant Dealer, where more than one Dealer has agreed
with the Issuer to purchase a particular Tranche of Notes
pursuant to this clause, the obligations of such Dealers
so to purchase the Notes shall be joint and several.
(4) Where the Issuer agrees with two or more Dealers to
issue, and such Dealers agree to purchase, Notes on a
syndicated basis, the Issuer shall enter into a
Subscription Agreement with such Dealers. The Issuer may
also enter into a Subscription Agreement with one Dealer
only. For the avoidance of doubt, the Agreement Date in
respect of such issue shall be the date on which the
Subscription Agreement is signed on behalf of all parties
thereto.
(5) The procedures which the parties intend should apply for
the purposes of issues not to be subscribed pursuant to a
Subscription Agreement are set out in Annexe A, Part 1 of
the Procedures Memorandum. The procedures which the
parties intend should apply for the purposes of issues
to be subscribed pursuant to a Subscription Agreement are
set out in Annexe A, Part 2 of the Procedures Memorandum.
(6) Each of the Issuer and the Dealers acknowledges that any
issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations,
restrictions or reporting requirements apply may only be
issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time.
3. CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS
(1) First issue
Before the Issuer reaches its first agreement with any
Dealer for the issue and purchase of Notes, each Dealer
shall have received, and found satisfactory (in its
reasonable opinion), all of the documents and
confirmations described in Part I of the Initial
Documentation List. Any Dealer must notify the Arranger
and the Issuer within three London business days of
receipt of the documents and confirmations described in
Part 1 of the Initial Documentation List if it considers
any such document or confirmation to be unsatisfactory in
its reasonable opinion and, in the absence of such
notification, such Dealer shall be deemed to consider
such documents and confirmations to be satisfactory and
such further conditions precedent to be satisfied.
(2) Each issue
The obligations of a Dealer under any agreement for the
issue and purchase of Notes made pursuant to clause 2 are
conditional upon:
(a) there having been, as at the proposed Issue Date, no
material adverse change from that set forth in the
Offering Circular as at the relevant Agreement Date
in the condition (financial or otherwise), business,
prospects or results of operations of the Issuer and
its subsidiaries considered as a whole, nor the
occurrence of any event making untrue or incorrect
to an extent which is material as aforesaid any of
the warranties contained in clause 4;
(b) there being no outstanding material breach of any of
the obligations of the Issuer under this Agreement,
the Agency Agreement or any Notes which has not been
expressly waived by the relevant Dealer on or prior
to the proposed Issue Date;
(c) subject to clause 12, the aggregate nominal amount
(or, in the case of Notes denominated in a currency
other than U.S. dollars, the U.S. dollar equivalent
(determined as provided in subclause (5)) of the
aggregate nominal amount) of the Notes to be issued,
when added to the aggregate nominal amount (or, in
the case of Notes denominated in a currency other
than U.S. dollars, the U.S. dollar equivalent
(determined as aforesaid) of the aggregate nominal
amount) of all Notes outstanding (as defined in the
Agency Agreement) on the proposed Issue Date
(excluding for this purpose Notes due to be redeemed
on such Issue Date) not exceeding
U.S.$2,000,000,000;
(d) in the case of Notes which are intended to be
listed, the relevant Stock Exchange having agreed to
list such Notes, subject only to the issue of the
relevant Notes;
(e) no meeting of the holders of Notes (or any of them)
having been duly convened but not yet held or, if
held but adjourned, the adjourned meeting having not
been held;
(f) there having been, between the Agreement Date and
the Issue Date for such Notes, in the opinion of the
relevant Dealer after consultation with the Issuer
if practicable, no such change in national or
international financial, political or economic
conditions or currency exchange rates or exchange
controls as would, in the opinion of the relevant
Dealer, be likely to prejudice materially the sale
by such Dealer of the Notes proposed to be issued;
(g) there being in full force and effect all
governmental or regulatory resolutions, approvals or
consents required for the Issuer to issue the Notes
on the proposed Issue Date and for the Issuer to
fulfil its obligations under such Notes and the
Issuer having delivered to the relevant Dealer (and,
to the extent not previously delivered, to the
Arranger) certified copies of such resolutions,
approvals or consents and, where applicable,
certified English translations thereof;
(h) there having been, between the Agreement Date and
the Issue Date, no downgrading in the rating of any
of the Issuer's debt by Standard & Poor's, Moody's
or Duff & ▇▇▇▇▇▇ or the placing on "Creditwatch"
with negative implications or similar publication of
formal review by the relevant rating agency;
(i) the forms of the Pricing Supplement, the applicable
Global Notes, Notes in definitive form and Receipts,
Coupons or Talons (each as applicable) in relation
to the relevant Tranche and the relevant settlement
procedures having been agreed by the Issuer, the
relevant Dealer and the Agent;
(j) the relevant currency being accepted for settlement
by Euroclear and Cedelbank;
(k) the delivery to the common depositary of the
Temporary Global Note and/or the Permanent Global
Note representing the relevant Notes as provided in
the Agency Agreement;
(l) any calculations or determinations which are
required by the relevant Conditions to have been
made prior to the Issue Date having been duly made;
and
(m) in the case of Notes which are intended to be listed
on the Paris Bourse, the registration numbers for
the Programme and the visa number for the relevant
issue of Notes having been obtained, the consent to
such listing having been received from the
PARISBOURSE SBF SA and the required notice legale
having been published in the Bulletin des Annonces
Legales Obligatoires.
In the event that any of the foregoing conditions is not
satisfied, the relevant Dealer shall be entitled (but not
bound) by notice to the Issuer to be released and
discharged from its obligations under the agreement
reached under clause 2.
(3) Waiver
Subject to the discretion of the Lead Manager as provided
in a Subscription Agreement, any Dealer, on behalf of
itself only, may by notice in writing to the Issuer waive
any of the conditions precedent contained in
subclause (2) (save for the condition precedent contained
in subclause (2)(c)) in so far as they relate to an issue
of Notes to that Dealer.
(4) Updating of legal opinions
Before the first issue of Notes occurring after each
anniversary of the date of this Agreement, the Issuer
will procure that further legal opinions, in
substantially the respective forms and with substantially
the content as the legal opinions delivered pursuant to
the Initial Documentation List, are delivered, at the
expense of the Issuer, to the Dealers from legal advisers
(reasonably acceptable to the Dealers) as to New York
law, California law, United States federal securities law
and English law.
In addition, on such other occasions as a Dealer so
requests the Issuer (on the basis of reasonable grounds),
the Issuer will procure that a further legal opinion or
further legal opinions, as the case may be, in such form
and with such content as the Dealers may reasonably
require, is or are delivered, at the expense of the
Issuer to the Dealers from legal advisers (approved by
the Dealers) as to New York law, California law, United
States federal securities law and/or English law, as the
case may be. If at or prior to the time of any agreement
to issue and purchase Notes under clause 2, such a
request is made with respect to the Notes to be issued,
the receipt of the relevant opinion or opinions by the
relevant Dealer in a form satisfactory to the relevant
Dealer shall be a further condition precedent to the
issue of those Notes to that Dealer.
(5) Determination of amounts outstanding
For the purposes of subclause (2)(c):
(a) the U.S. dollar equivalent of Notes denominated in
another Specified Currency shall be determined, at
the discretion of the Issuer, either as of the
Agreement Date for such Notes or on the preceding
day on which commercial banks and foreign exchange
markets are open for business in London, in each
case on the basis of the spot rate for the sale of
the U.S. dollar against the purchase of such
Specified Currency in the London foreign exchange
market quoted by any leading international bank
selected by the Issuer on the relevant day of
calculation;
(b) the U.S. dollar equivalent of Dual Currency Notes,
Index Linked Notes and Partly Paid Notes shall be
calculated in the manner specified above by
reference to the original nominal amount on issue of
such Notes (in the case of Partly Paid Notes
regardless of the amount of the subscription price
paid); and
(c) the U.S. dollar equivalent of Zero Coupon Notes and
other Notes issued at a discount or a premium shall
be calculated in the manner specified above by
reference to the net proceeds received by the Issuer
for the relevant issue.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
(1) As at the date of this Agreement, the Issuer hereby
represents, warrants and undertakes to the Dealers and
each of them as follows:
(a) that (i) the latest audited annual financial
statements of the Issuer and its subsidiaries
included in the Issuer's annual report on Form 10-K
most recently filed with the United States
Securities and Exchange Commission (the
"Commission") (the "Form 10-K"), and incorporated by
reference in the Offering Circular, present fairly
the consolidated financial position of the Issuer
and its subsidiaries as of the dates indicated and
the results of their operations for the periods
specified and except as otherwise stated in the Form
10-K, such financial statements have been prepared
in conformity with United States generally accepted
accounting principles applied on a consistent basis,
and (ii) except as disclosed in the Offering
Circular, since the date of such latest audited
annual financial statements neither the Issuer nor
any of its subsidiaries has incurred any material
liabilities or obligations, direct or contingent,
nor entered into any material transactions not in
the ordinary course of business and there has not
been any material adverse change in the condition
(financial or otherwise), business, prospects or
results of operations of the Issuer and its
subsidiaries considered as a whole;
(b) that the Offering Circular does not contain an
untrue statement of material fact or omit to state a
material fact that is necessary in order to make the
statements made in the Offering Circular, in the
light of the circumstances under which they were
made, not misleading and there is no other fact or
matter omitted from the Offering Circular which was
or is necessary to enable investors and their
professional advisers to make an informed assessment
of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer and
of the rights attaching to the Notes;
(c) that the Issuer has been duly incorporated and
is validly existing in good standing under
California law with full corporate power and
authority to own, lease and operate its properties
and conduct its business as described in the
Offering Circular and to execute and perform its
obligations under the Agreements and is duly
qualified to conduct business as a foreign
corporation in each jurisdiction in which such
qualification is required, except where the failure
to be so qualified would not have a material adverse
effect on the condition (financial or otherwise),
business, prospects or results of operations of the
Issuer and its subsidiaries considered as a whole;
(d) that the issue of Notes and the execution and
delivery of the Agreements by the Issuer have been
duly authorised by all corporate action on the part
of the Issuer and,
in the case of Notes, upon due execution, issue and
delivery in accordance with the Agency Agreement,
will constitute, and, in the case of the Agreements
constitute, legal, valid and binding obligations
of the Issuer enforceable in accordance with their
respective terms subject to bankruptcy, insolvency,
reorganisation and other laws of general applicability
relating to or affecting creditors' rights and to
general equity principles;
(e) that the execution and delivery of the Agreements,
the issue, offering and distribution of Notes and
the performance of the terms of any Notes and the
Agreements will not infringe any law, regulation,
order, rule, decree or statute applicable to the
Issuer or to which its property may be subject and
are not contrary to the provisions of the
constitutional documents of the Issuer and will not
result in any breach of the terms of, or constitute
a default under, any instrument, agreement or order
to which the Issuer is a party or by which the
Issuer or its property is bound;
(f) that no Event of Default or event which with the
giving of notice or lapse of time or other condition
would constitute an Event of Default is subsisting
in relation to any outstanding Note and no event has
occurred which would constitute (after an issue of
Notes) an Event of Default thereunder or which with
the giving of notice or lapse of time or other
condition would (after an issue of Notes) constitute
such an Event of Default;
(g) that the Issuer (i) is not engaged (whether as
defendant or otherwise) in, nor has the Issuer
knowledge of the existence of, or any threat of, any
legal, arbitration, administrative or other
proceedings the result of which is reasonably
expected to result in claims or amounts which would
be material in the context of the Programme and/or
the issue and offering of Notes thereunder or which
would reasonably be expected to have or have had a
material adverse effect on the consolidated or
unconsolidated financial condition, results of
operations or business of the Issuer and (ii) has
not taken any action nor, to the best of its
knowledge have any steps been taken or legal
proceedings commenced for the winding up or
dissolution of the Issuer;
(h) that no consent, approval, authorisation, order,
filing, registration or qualification of or with any
court or governmental authority is required and no
other action or thing (including, without
limitation, the payment of any stamp or other
similar tax or duty) is required to be taken,
fulfilled or done by the Issuer for or in connection
with (i) the execution, issue and offering of Notes
under the Programme and compliance by the Issuer
with the terms of any Notes issued under the
Programme or (ii) the execution and delivery of, and
compliance with the terms of, the Agreements;
(i) that all corporate approvals and authorisations
required by the Issuer for or in connection with (i)
the execution, issue and offering of Notes under the
Programme and compliance by the Issuer with the
terms of any Notes issued under the Programme and
(ii) the execution and delivery of, and compliance
with the terms of, the Agreements have been
obtained and are in full force and effect;
(j) that none of the Issuer, its affiliates and any
persons acting on any of their behalf, has engaged
or will engage in any directed selling efforts (as
defined in Rule 902(c) under the Securities Act)
with respect to the Notes;
(k) that the Issuer, its affiliates, and each person
acting on any of their behalf have complied and will
comply with the offering restrictions requirement of
Regulation S under the Securities Act;
(l) that the Issuer is a reporting issuer (within the
meaning of Regulation S under the Securities Act);
(m) that since December 31, 1997 the Issuer has filed
all reports and all proxy or information statements
required to be filed with the Commission pursuant to
Sections 13, 14 or 15(d) or the Exchange Act (the
"Exchange Filed Information"). Each such report and
statement filed by the Issuer and incorporated by
reference in the Offering Circular, when so filed,
contained all material statements required to be
included therein by, and conformed in all material
respects to and was filed in compliance with, the
requirements of the Exchange Act and the rules and
regulations thereunder; and
(n) that the Issuer is not now and, as a result of the
issue of any Notes, will not be an "investment
company" as defined in the United States Investment
Company Act of 1940, as amended.
(2) With regard to each issue of Notes, the Issuer shall be
deemed to repeat the representations, warranties and
agreements contained in subclause (1) as at the Agreement
Date for such Notes (any agreement on such Agreement Date
being deemed to have been made on the basis of, and in
reliance on, such representations, warranties and
agreements) and as at the Issue Date of such Notes.
(3) The Issuer shall be deemed to repeat the representations,
warranties and agreements contained in subclause (1) on
each date on which the Offering Circular is revised,
supplemented or amended and on each date on which the
aggregate nominal amount of the Programme is increased in
accordance with clause 12.
(4) The representations, warranties and agreements contained
in this clause shall continue in full force and effect
notwithstanding the actual or constructive knowledge of
any Dealer with respect to any of the matters referred to
in the representations and warranties set out above, any
investigation by or on behalf of the Dealers or
completion of the subscription and issue of any Notes.
5. UNDERTAKINGS OF THE ISSUER
(1) Notification of material developments
(a) The Issuer shall promptly after becoming aware of the
occurrence thereof notify each Dealer of (A) any Event of
Default or any condition, event or act which would after
an issue of Notes (or would with the giving of notice
and/or the lapse of time) constitute an Event of Default
or (B) any material breach of the representations and
warranties or undertakings contained in the Agreements.
(b) If, following the Agreement Date and before the Issue
Date of the relevant Notes, the Issuer becomes aware that
any of the conditions specified in clause 3(2) will not
be satisfied in relation to that issue, the Issuer shall
forthwith notify the relevant Dealer to this effect
giving full details thereof. In such circumstances, the
relevant Dealer shall be entitled (but not
bound) by notice to the Issuer to be released and
discharged from its obligations under the agreement
reached under clause 2.
(c) Without prejudice to the generality of the foregoing, the
Issuer shall from time to time promptly furnish to each
Dealer such information relating to the Issuer as such
Dealer may reasonably request.
(2) Updating of Offering Circular
(a) On or before each anniversary of the date of this
Agreement, the Issuer shall update or amend the Offering
Circular (following consultation with the Arranger who
will consult with the Dealers) by the publication of a
supplement thereto or a new Offering Circular, in a form
approved by the Dealers.
(b) In the event of a change in the condition of the Issuer
which is material in the context of the Programme or the
issue of any Notes or if the Offering Circular shall
otherwise come to contain an untrue statement of a
material fact or omit to state a material fact necessary
to make the statements contained therein not misleading
or if it is necessary at any time to amend the Offering
Circular to comply with, or reflect changes in, any
applicable laws or regulations the Issuer shall update or
amend the Offering Circular (following consultation with
the Arranger who will consult with the Dealers) by the
publication of a supplement thereto or a new Offering
Circular in a form approved by the Dealers.
(c) The Offering Circular shall, as specified therein, be
deemed to incorporate by reference therein the Exchange
Filed Information. Upon the publication of a revision,
supplement or amendment to the Offering Circular
("Revision"), the Issuer shall promptly supply to each
Dealer and the Agent such number of copies of such
Revision as each Dealer or the Agent (as the case may be)
may reasonably request. Until a Dealer receives a
Revision, the definition of "Offering Circular" in
clause 1(1) shall, in relation to such Dealer, mean the
Offering Circular prior to the receipt by such Dealer of
such Revision.
(d) If the terms of the Programme are modified or amended in
a manner which would make the Offering Circular
inaccurate or misleading, a new Offering Circular will be
prepared in a form approved by the Dealers.
(3) Listing
The Issuer shall cause an initial application to be made
for Notes issued under the Programme to be listed on the
Luxembourg Stock Exchange.
It is envisaged that certain issues of Notes may be
listed on the Paris Bourse. In connection with such
application in respect of any Series of Notes which is
intended to be so listed, the Issuer shall endeavour to
obtain the listing as promptly as practicable and the
Issuer shall furnish or procure to be furnished any and
all documents, instruments, information and undertakings
that may be necessary or advisable in order to obtain and
maintain (whilst such Notes are outstanding) such
listing. The Issuer shall, if and for so long as any
Notes are listed on the Paris Bourse, notify the
Commission des Operations de Bourse of any material
change in its business or financial condition and will
publish details thereof if so required by the Commission
des Operations de Bourse. The initial Offering Circular
has been granted the registration number of the
Commission des Operations de Bourse.
If in relation to any issue of Notes, it is agreed
between the Issuer and the relevant Dealer or the Lead
Manager, as the case may be, to list such Notes on a
Stock Exchange, the Issuer undertakes to use its best
endeavours to obtain and maintain the listing of such
Notes on such Stock Exchange. If any Notes cease to be
listed on the relevant Stock Exchange, the Issuer shall
use its best endeavours promptly to list such Notes on a
stock exchange to be agreed between the Issuer and the
relevant Dealer or, as the case may be, the Lead
Manager.
The Issuer shall comply with the rules of each relevant
Stock Exchange and shall otherwise comply with any
undertakings given by it from time to time to the
relevant Stock Exchange in connection with any Notes
listed on such Stock Exchange or the listing thereof and,
without prejudice to the generality of the foregoing,
shall furnish or procure to be furnished to the relevant
Stock Exchange all such information as the relevant Stock
Exchange may require in connection with the listing on
such Stock Exchange of any Notes.
(4) The Agency Agreement
The Issuer undertakes that it will not, except with the
consent of the Dealers, appoint a different Agent under
the Agency Agreement and that it will promptly notify
each of the Dealers of any amendment to the Agency
Agreement.
(5) Lawful compliance
The Issuer will at all times endeavour to ensure that all
necessary action is taken and all necessary conditions
are fulfilled (including, without limitation, the
obtaining and, where relevant, maintenance in full force
and effect of all necessary permissions, consents or
approvals of all relevant governmental authorities) so
that it may lawfully comply with its obligations under
all Notes, the Agreements and, further, so that it may
comply with any applicable laws, regulations and guidance
from time to time promulgated by any governmental and
regulatory authorities relevant in the context of the
issue of Notes.
The Issuer agrees to comply with the restrictions set out
in paragraph 5 of Appendix B hereto.
(6) Authorised representative
The Issuer will notify the Dealers immediately in writing
if any of the persons named in the list referred to in
paragraph 3 of Part I of the Initial Documentation List
ceases to be authorised to take action on its behalf or
if any additional person becomes so authorised together,
in the case of an additional authorised person, with
evidence satisfactory to the Dealers that such person has
been so authorised.
(7) Auditors' comfort letters
The Issuer will (i) at the time of the preparation of the
initial Offering Circular, (ii) thereafter upon each
occasion when the same may be revised, supplemented or
amended, whether by means of information incorporated by
reference or otherwise, (insofar as such revision,
supplement, amendment or update concerns or contains
financial information about the Issuer) and (iii) at
other times whenever so requested by a Dealer (on the
basis of reasonable grounds) deliver, at the expense of
the Issuer to the Dealers a comfort letter or comfort
letters from independent auditors of the Issuer in
substantially the form and with such content as is
consistent with the comfort letter or comfort letters
delivered pursuant to the Initial Documentation List
provided that no such letter or letters will be delivered
(ii) above if the only revision, supplement or amendment
concerned is the publication or issue of any audited
financial statements of the Issuer.
If at or prior to the time of any agreement to issue and
purchase Notes under clause 2 such a request is made with
respect to the Notes to be issued, the receipt of the
relevant comfort letter or letters in a form satisfactory
to the relevant Dealer shall be a further condition
precedent to the issue of those Notes to that Dealer.
(8) No other issues
During the period commencing on an Agreement Date and
ending on the Issue Date with respect to any Notes which
are to be listed, the Issuer will not, without the prior
consent of the relevant Dealer or, as the case may be,
the Lead Manager, issue or agree to issue any other
listed notes, bonds or other debt securities of
whatsoever nature (other than Notes to be issued to the
same Dealer) where such notes, bonds or other debt
securities would have the same maturity and currency as
the Notes to be issued on the relevant Issue Date.
(9) Information on Noteholders' meetings
The Issuer will, at the same time as it is despatched,
furnish the Dealers with a copy of every notice of a
meeting of the holders of the Notes (or any of them)
which is despatched at the instigation of the Issuer and
will notify the Dealers immediately upon its becoming
aware that a meeting of the holders of the Notes (or any
of them) has otherwise been convened.
(10) Ratings
The Issuer undertakes promptly to notify the Dealers of
any change in the ratings given by ▇▇▇▇▇'▇ and/or
Standard & Poor's and/or Duff & ▇▇▇▇▇▇ of the Issuer's
debt or upon it becoming aware that such ratings are
listed on "Creditwatch" or other similar publication of
formal review by the relevant rating agency.
6. INDEMNITY
(1) Without prejudice to the other rights or remedies of the
Dealers, the Issuer undertakes with the Dealers and each
of them that it will hold each Dealer Indemnified Person
indemnified against any and all loss, liability, claim,
action, damage or expense which that Dealer Indemnified
Person may incur or which may be made against it as a
result of or in relation to:
(a) any actual or alleged breach of the representations,
warranties and undertakings contained in, or made or
deemed to be made by the Issuer pursuant to, this
Agreement; or
(b) any untrue or misleading (or allegedly untrue or
misleading) statement in, or any omission (or
alleged omission) from, the Offering Circular; or
(c) any untrue or misleading (or allegedly untrue or
misleading) statement in any additional written
information provided by the Issuer to the Dealers
pursuant to clause 7 below,
and such indemnity shall extend to include all costs,
charges and expenses which that Dealer Indemnified Person
may pay or incur in disputing or defending any claim or
action in respect of which indemnity may be sought
against the Issuer under this clause; provided, however
that this indemnity shall not apply to any Dealer in
respect of any loss, liability, claim, action, damage or
expense to the extent arising out of, or based upon, any
untrue or misleading (or allegedly untrue or misleading)
statement in, or any omission (or alleged omission) from,
the Offering Circular in reliance upon and in conformity
with written information furnished to the Issuer by or on
behalf of such Dealer expressly for use in the Offering Circular.
(2) Each Dealer severally agrees to indemnify and hold
harmless the Issuer, its directors, officers, employees
and agents and each person, if any, who controls the
Issuer within the meaning of section 15 of the Securities
Act against any and all loss, liability, claim, action,
damage and expense with respect to any untrue or
misleading statements or omissions, or alleged untrue
statements or omissions, made in the Offering Circular in
reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Dealer
expressly for use in the Offering Circular and such
indemnity shall extend to include all costs, charges and
expenses which the Issuer, its directors, officers,
employees and agents and each person, if any, who
controls the Issuer may pay or incur in disputing or
defending any claim or action in respect of which
indemnity may be sought against such Dealer under this
clause. As at the date hereof, the parties hereto agree
that the only information supplied by a Dealer for use in
the Offering Circular as aforesaid is such Dealer's legal
and business name as appearing therein.
(3) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder but
failure to so notify an indemnifying party shall not
relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In case any
such action shall be brought against an indemnified
party, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, to
assume the defence thereof with counsel reasonably
satisfactory to the indemnified party. After notice from
the indemnifying party of its election to assume the
defence of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this
clause 6 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the
defence thereof; provided, however, that any indemnified
party shall have the right to employ separate counsel in
any such action and to participate in the defence
thereof, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless the
named parties to any such action shall include both such
indemnified party and the indemnifying party and such
indemnified party shall have been advised by counsel that
there may be one or more legal defences available to it
which are different from or in addition to those
available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such
indemnified party to employ separate counsel. In no event
shall the indemnifying parties be liable for the fees and
expenses of more than one counsel (other than local
counsel) for all indemnified parties in connection with
any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general
allegations or circumstances. The indemnifying party
shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with
such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the
indemnified party to the extent set forth in subclause
(1) or (2) hereof, as applicable, from and against any
loss or liability by reason of such settlement or
judgement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have
been a party and indemnity could have been sought
hereunder by such indemnified party, unless such
settlement includes an unconditional release of such
indemnified party from all liability on claims that are
the subject matter of such proceeding.
(4) If the indemnification provided for in this clause 6
shall for any reason be unavailable to an indemnified
party under clause 6(1) or clause 6(2) hereof in respect
of any loss, liability, claim, action or damage referred
to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a
result of such loss, liability, claim, action or damage,
(i) in such proportion as shall be appropriate to reflect
the relative benefits received by the Issuer, on the
other hand, and the Dealer whose claim is subject to
contribution, on the other, from the offering of the
relevant Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but
also the relative fault of the Issuer, on the one hand,
and such Dealer, on the other, with respect to the breach
of representations, warranties or undertakings or
statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations.
The relative benefits received by the Issuer, on the one
hand, and the Dealers, on the other, with respect to such
offering shall be deemed to be in the same proportion as
the total net proceeds from the offering of the relevant
Notes (before deducting expenses) received by the Issuer
bear to the total discounts and commissions received by
any Dealer with respect to such offering. Where
relevant, the relative fault shall be determined by
reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged
omission to state a material fact relates to information
supplied by the Issuer or any Dealer, the intent of the
parties and their relative knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The Issuer and the Dealers agree
that it would not be just and equitable if contributions
pursuant to this clause 6(4) were to be determined by pro
rata allocation (even if the Dealers were treated as one
entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss,
liability, claim, action or damage, referred to above in
this clause 6(4) shall be deemed to include, for purposes
of this clause 6(4), any legal or other expenses
reasonably incurred by such indemnified party in
connection with investigating or defending any such
action or claim to the extent not already paid or payable
pursuant to another provisions of this clause 6.
Notwithstanding the provisions of this clause 6(4), no
Dealer shall be required to contribute any amount in
excess of the amount by which the total price at which
the Notes sold to such Dealer and distributed to the
public were offered to the public exceeds the amount of
any damages which such Dealer has otherwise paid or
become liable to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The
Dealers' obligations under this clause 6(4) to contribute
are several in proportion to the respective principal
amounts of Notes purchased by each such Dealer in such
offering and not joint.
7. AUTHORITY TO DISTRIBUTE DOCUMENTS
Subject to clause 8 below, the Issuer hereby authorises
each of the Dealers on behalf of the Issuer to provide
copies of the Offering Circular to actual and potential
purchasers of Notes. Subject to clause 8 below, the
Issuer hereby authorises each of the Dealers on behalf of
the Issuer to provide copies of such additional written
information as the Issuer shall provide to the Dealers
and approve for the Dealers to use for such purpose to
actual and potential purchasers of Notes.
8. DEALERS' UNDERTAKINGS
Each Dealer agrees to comply with the restrictions and
agreements set out in Appendix B hereto unless otherwise
agreed with the Issuer.
9. FEES, EXPENSES AND STAMP DUTIES
The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between
the Issuer and such Dealer in connection with the
sale of any Notes to that Dealer (and any value
added or other tax thereon);
(b) pay (together with any value added tax or other tax
thereon):
(i) the fees and expenses of its legal advisers and
auditors;
(ii) the cost of listing and maintaining the listing
of any Notes which are to be listed on a Stock
Exchange;
(iii) the cost of obtaining any credit rating
for the Notes;
(iv) the fees and expenses of the agents appointed
under the Agency Agreement; and
(v) all expenses in connection with the
establishment of the Programme including, but
not limited to, the preparation and printing of
the Offering Circular and the cost of any
publicity agreed by the Issuer;
(c) pay to ▇▇▇▇▇▇ Brothers International (Europe) the
reasonable fees and disbursements of the legal
advisers appointed to represent the Dealers
(including any value added tax or other tax thereon)
in connection with the establishment of the
Programme; and
(d) pay promptly, and in any event before any penalty
becomes payable, any stamp, documentary,
registration or similar duty or tax (including any
stamp duty reserve tax) payable in connection with
the issue, sale and/or delivery of any Note and/or
the execution and/or delivery of any of the
Agreements.
10. TERMINATION OF APPOINTMENT OF DEALERS
The Issuer or (as to itself) a Dealer may terminate the
arrangements described in this Agreement by giving not
less than 30 days' written notice to the other parties
hereto. The Issuer may terminate the appointment of a
Dealer or Dealers by giving not less than 30 days'
written notice to such Dealer or Dealers (with a copy
promptly thereafter to all the other Dealers and the
Agent). Termination shall not affect any rights or
obligations (including but not limited to those arising
under clauses 6, 8 and/or 9) which have accrued at the
time of termination or which accrue thereafter in
relation to any act or omission or alleged act or
omission which occurred prior to such time.
11. APPOINTMENT OF NEW DEALERS
(1) Nothing in this Agreement shall prevent the Issuer from
appointing one or more New Dealers for the duration of
the Programme or, with regard to an issue of a particular
Tranche of Notes, the Issuer from appointing one or more
New Dealers for the purposes of that Tranche, in either
case upon the terms of this Agreement and provided that,
unless such appointment is effected pursuant to a
Subscription Agreement:
(a) any New Dealer shall have first delivered to the
Issuer an appropriate Dealer Accession Letter; and
(b) the Issuer shall have delivered to such New Dealer
an appropriate Confirmation Letter.
(2) Upon receipt of the relevant Confirmation Letter or
execution of the relevant Subscription Agreement, as the
case may be, each such New Dealer shall, subject to the
terms of the relevant Dealer Accession Letter or the
relevant Subscription Agreement, as the case may be,
become a party to this Agreement, vested with all
authority, rights, powers, duties and obligations of a
Dealer as if originally named as a Dealer hereunder
provided further that, except in the case of the
appointment of a New Dealer for the duration of the
Programme, following the Issue Date of the relevant
Tranche, the relevant New Dealer shall have no further
such authority, rights, powers, duties or obligations
except such as may have accrued or been incurred prior
to, or in connection with, the issue of such Tranche.
(3) The Issuer shall promptly notify the other Dealers and
the Agent of any appointment of a New Dealer for the
duration of the Programme by supplying to such parties a
copy of any Dealer Accession Letter and Confirmation
Letter. Such notice shall be required to be given in the
case of an appointment of a New Dealer for a particular
Tranche of Notes to the Agent only.
12. INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME
(1) From time to time the Issuer may wish to increase the
aggregate nominal amount of the Notes that may be issued
under the Programme. In such circumstances, the Issuer
may give notification of such an increase (subject as set
out in subclause (2)) by delivering to the Listing Agent
and the Dealers with a copy to the Agent a letter
substantially in the form set out in Appendix D hereto.
Upon the date specified in such notice (which date may
not be earlier than seven London business days after the
date the notice is given) and subject to satisfaction of
the conditions precedent set out in subclause (2), all
references in the Agreements to a Euro Medium Term Note
Programme of a certain nominal amount shall be deemed to
be references to a Euro Medium Term Note Programme of the
increased nominal amount.
(2) Notwithstanding subclause (1), the right of the Issuer to
increase the aggregate nominal amount of the Programme
shall be subject to each Dealer having received and found
satisfactory all the documents and confirmations
described in Part II of the Initial Documentation List
(with such changes as may be relevant with reference to
the circumstances at the time of the proposed increase as
are agreed between the Issuer and the Dealers), and the
satisfaction of any further conditions precedent that any
of the Dealers may reasonably require, including, without
limitation, the production of a supplementary Offering
Circular by the Issuer and any further or other documents
required by the relevant Stock Exchange for the purpose
of listing any Notes to be issued on the relevant Stock
Exchange.
The Arranger shall circulate to the Dealers
all the documents and confirmations described in Part II
of the Initial Documentation List and any further
conditions precedent so required. Any Dealer must notify
the Arranger and the Issuer within three London business
days of receipt if it considers, in its reasonable
opinion, such documents, confirmations and, if
applicable, such further conditions precedent to be
unsatisfactory and, in the absence of such notification,
such Dealer shall be deemed to consider such documents
and confirmations to be satisfactory and such further
conditions precedent to be satisfied.
13. STATUS OF THE DEALERS AND THE ARRANGER
(1) Each of the Dealers agrees that the Arranger has only
acted in an administrative capacity to facilitate the
establishment and/or maintenance of the Programme and has
no responsibility to it for (a) the adequacy, accuracy,
completeness or reasonableness of any representation,
warranty, undertaking, agreement, statement or
information in the Offering Circular, any Pricing
Supplement, this Agreement or any information provided in
connection with the Programme or (b) the nature and
suitability to it of all legal, tax and accounting
matters and all documentation in connection with the
Programme or any Tranche.
(2) The Arranger shall have only those duties, obligations
and responsibilities expressly specified in this
Agreement.
14. COUNTERPARTS
This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may
enter into this Agreement by executing a counterpart.
15. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand or (but only where specifically
provided in the Procedures Memorandum) by telephone.
Each communication shall be made to the relevant party at
the telex number, fax number or address or telephone
number and, in the case of a communication by telex, fax
or letter, marked for the attention of, or (in the case
of a communication by telephone) made to, the person or
department from time to time specified in writing by that
party to the other for the purpose. The initial
telephone number, telex number, fax number and person or
department so specified by each party are set out in the
Procedures Memorandum.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of the
transmission, (if by fax) when an acknowledgement of
receipt is received, (if by telephone) when made or (if
by letter) when delivered, in each case in the manner
required by this clause. However, if a communication is
received after business hours on any business day or on a
day which is not a business day in the place of receipt
it shall be deemed to be received and become effective on
the next business day in the place of receipt. Every
communication shall be irrevocable save in respect of any
manifest error therein.
16. BENEFIT OF AGREEMENT
(1) This Agreement shall be binding upon and shall inure for
the benefit of the Issuer and each Dealer and their
respective successors and permitted assigns.
(2) A Dealer may only assign or transfer its rights or
obligations under this Agreement with the prior written
consent of the Issuer except for an assignment and/or
transfer of all of a Dealer's rights and obligations
hereunder in whatever form such Dealer determines may be
appropriate to a partnership, corporation, trust or other
organisation in whatever form that may succeed to, or to
which the Dealer transfers, all or substantially all of
the Dealer's assets and business and that assumes such
obligations by contract, operation of law or otherwise.
Upon any such transfer and assumption of obligations such
Dealer shall be relieved of and fully discharged from all
obligations under this Agreement, whether such
obligations arose before or after such transfer and
assumption.
17. CALCULATION AGENT
(1) In the case of any Series of Notes which require the
appointment of a Calculation Agent the Agent shall act as
Calculation Agent, unless the relevant Dealer or, as the
case may be, the Lead Manager requests the Issuer to
appoint such Dealer or Lead Manager, or a person
nominated by such Dealer or Lead Manager (a "Nominee"),
as Calculation Agent.
(2) Should such a request be made to the Issuer the
appointment of that Dealer or Lead Manager shall be
automatic upon the issue of the relevant Series of Notes
and shall, except as agreed, be on the terms set out in
the Calculation Agency Agreement set out in Schedule 1 to
the Agency Agreement, and no further action shall be
required to effect the appointment of such Dealer or Lead
Manager as Calculation Agent in relation to that Series
of Notes, and the Schedule to the Calculation Agency
Agreement shall be deemed to be duly annotated to include
such Series. The name of the Dealer or Lead Manager so
appointed will be entered in the applicable Pricing
Supplement.
(3) Should such a request be made to the Issuer for the
appointment of a Nominee as the Calculation Agent, such
Nominee must be reasonably acceptable to the Issuer and
shall agree with the Issuer in writing to its appointment
as Calculation Agent on the terms set out in the
Calculation Agency Agreement set out in Schedule 1 to the
Agency Agreement and no further action shall be required
to effect the appointment of such Nominee as Calculation
Agent in relation to that Series of Notes, and the
Schedule to the Calculation Agency Agreement shall be
deemed to be duly annotated to include such Series. The
name of the Nominee so appointed will be entered in the
applicable Pricing Supplement.
18. STABILISATION
In connection with the distribution of any Notes, the
Dealer (if any) designated as stabilising manager in the
applicable Pricing Supplement may over-allot or effect
transactions which stabilise or maintain the market price
of such Notes and/or any associated securities at a level
which might not otherwise prevail, but in doing so such
Dealer shall act as principal and not as agent of the
Issuer. Such stabilising, if commenced, may be
discontinued at any time. Any loss resulting from over-
allotment and stabilisation shall be borne, and any net
profit arising therefrom shall be retained, by the
stabilising manager for its own account.
19. GOVERNING LAW
(1) This Agreement and every agreement for the issue and
purchase of Notes as referred to in clause 2 shall be
governed by, and construed in accordance with, the laws
of the State of New York.
(2) Each of the parties to this Agreement agrees that any
State or federal courts sitting in the Borough of
Manhattan, the City of New York (the "Courts") are to
have jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that
accordingly any suit, action or proceedings (together
referred to as "Proceedings") arising out of or in
connection with this Agreement may be brought in such
courts.
Each of the parties to this Agreement hereby
irrevocably waives any objection which it may have now
or hereafter to the laying of the venue of any such
Proceedings in any such court and any claim that any
such Proceedings have been brought in an inconvenient
forum and hereby further irrevocably agrees that a
judgment in any such Proceedings brought in the Courts
shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction.
Nothing contained in this clause shall limit any right
to take Proceedings against any party to this Agreement
in any other court of competent jurisdiction, nor shall
the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.
APPENDIX A
INITIAL DOCUMENTATION LIST
Part I
1. A copy of the Articles of Incorporation and Bylaws of the
Issuer, certified by the Secretary of the Issuer.
2. A copy of all resolutions and other authorisations,
certified by the Secretary of the Issuer, required to be
passed or given, and evidence of any other action
required to be taken, on behalf of the Issuer:
(a) to approve its entry into the Agreements, the
creation of the Programme and the issue of Notes;
(b) to authorise appropriate persons to execute each of
the Agreements and any Notes and to take any other
action in connection therewith; and
(c) to authorise appropriate persons to enter into
agreements with any Dealer on behalf of the Issuer
to issue Notes in accordance with clause 2 of this
Agreement.
3. A list of the names, titles and specimen signatures of
the persons authorised on behalf of the Issuer in
accordance with paragraph 2(c) above, certified by the
Secretary of the Issuer.
4. Copies of any other governmental or other consents,
authorisations and approvals required for the Issuer to
issue Notes, to execute and deliver the Agreements and to
fulfil its obligations under the Agreements.
5. Confirmation that one or more master Temporary Global
Notes and master Permanent Global Notes (from which
copies can be made for each particular issue of Notes),
duly executed by a person or persons authorised to take
action on behalf of the Issuer as specified in
paragraph 2(b) above, have been delivered to the Agent.
6. Legal opinions addressed to each of the Dealers dated on
or after the date of this Agreement, in such form and
with such content as previously agreed to, from:
(a) O'Melveny & ▇▇▇▇▇ LLP, legal advisers to the Issuer;
(b) ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of the Issuer; and
(c) ▇▇▇▇▇ & ▇▇▇▇▇, legal advisers to the Dealers.
7. A conformed copy of each Agreement and confirmation that
executed copies of such documents have been delivered, in
the case of the Agency Agreement, to the Agent (for
itself and the other agents party thereto).
8. A printed final version of the Offering Circular and the
Procedures Memorandum.
9. Confirmation from the Listing Agent that the Luxembourg
Stock Exchange will list Notes to be issued under the
Programme.
10. Confirmation that the Offering Circular has received the
registration number of the Commission des Operations de
Bourse.
11. Comfort letter from PricewaterhouseCoopers LLP as
independent auditors of the Issuer in such form and with
such content as previously agreed to.
12. Confirmation that the Programme has been rated A1 by
▇▇▇▇▇'▇, A+ by Standard & Poor's and AA- by ▇▇▇▇ &
▇▇▇▇▇▇.
Part II
1. A copy of the Articles of Incorporation and Bylaws of the
Issuer, certified by the Secretary of the Issuer or
confirmation that they have not been changed since they
were last submitted to the Dealers.
2. A copy of all resolutions and other authorisations
required to be passed or given, and evidence of any other
action required to be taken, on behalf of the Issuer to
approve the increase in the amount of the Programme,
certified by the Secretary of the Issuer.
3. Copies of any other governmental or other consents,
authorisations and approvals required for the increase.
4. Confirmation that one or more master Temporary Global
Notes and master Permanent Global Notes (from which
copies can be made for each particular issue of Notes),
duly executed by a person or persons authorised to take
action on behalf of the Issuer as specified in
paragraph 2(b) of Part I of the Initial Documentation
List, have been delivered to the Agent.
5. Legal opinions addressed to each of the Dealers dated on
or after the date of this Agreement, in such form and
with such content as previously agreed to, from:
(a) O'Melveny & ▇▇▇▇▇ LLP, legal advisers to the Issuer;
(b) ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel to the Issuer; and
(c) ▇▇▇▇▇ & ▇▇▇▇▇, legal advisers to the Dealers.
6. A printed final version of the Offering Circular.
7. Confirmation from the Listing Agent that the Luxembourg
Stock Exchange will list Notes to be issued under the
increased Programme.
8. Confirmation that the Offering Circular has received the
registration number of the Commission des Operations de
Bourse.
9. Comfort letter from PricewaterhouseCoopers LLP as
independent auditors of the Issuer in such form and with
such content as previously agreed to.
10. Confirmation from ▇▇▇▇▇'▇, Standard & Poor's and Duff &
▇▇▇▇▇▇ that there has been no change in the rating
assigned by them to the Programme as a result of the
increase.
APPENDIX B
SELLING RESTRICTIONS
1. United States
(1) The Notes have not been and will not be registered under
the Securities Act, and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act. Each
Dealer represents and agrees that it has offered and sold
any Notes, and will offer and sell any Notes (i) as part
of their distribution at any time and (ii) otherwise
until 40 days after the completion of the distribution of
all Notes of the Tranche of which such Notes are a part,
as determined and certified as provided below, only in
accordance with Rule 903 of Regulation S under the
Securities Act. Each Dealer who has purchased Notes of a
Tranche hereunder (or in the case of a sale of a Tranche
of Notes issued to or through more than one Dealer, each
of such Dealers as to the Notes of such Tranche purchased
by or through it or, in the case of a syndicated issue,
the relevant Lead Manager) shall determine and certify to
the Agent the completion of the distribution of the Notes
of such Tranche. On the basis of such notification or
notifications, the Agent agrees to notify such
Dealer/Lead Manager of the end of the distribution
compliance period with respect to such Tranche. Each
Dealer also agrees that, at or prior to confirmation of
sale of Notes, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or
other remuneration that purchases Notes from it during
the distribution compliance period a confirmation or
notice to substantially the following effect:
"The Securities covered hereby have not been registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold within
the United States or to, or for the account or benefit
of, U.S. persons (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the completion
of the distribution of the Securities as determined and
certified by the relevant Dealer, in the case of a non-
syndicated issue, or the Lead Manager, in the case of a
syndicated issue, and except in either case in accordance
with Regulation S under the Securities Act. Terms used
above have the meanings given to them by Regulation S."
Terms used in this paragraph 1(1) have the meanings given
to them by Regulation S.
(2) Each Dealer represents and agrees that it, its affiliates
or any persons acting on its or their behalf have not
engaged and will not engage in any directed selling
efforts with respect to any Note, and it and they have
complied and will comply with the offering restrictions
requirement of Regulation S.
(3) In addition,
(a) except to the extent permitted under ▇.▇. ▇▇▇▇▇.
Reg. Section 1.163-5(c)(2)(i)(D) (the "D Rules"),
each Dealer (a) represents that it has not offered
or sold, and agrees that during the restricted
period it will not offer or sell, Notes in bearer
form to a person who is within the United States or
its possessions or to a United States person, and
(b) represents that it has not delivered and agrees
that it will not deliver within the United States or
its possessions definitive Notes in bearer form that
are sold during the restricted period;
(b) each Dealer represents that it has and agrees that
throughout the restricted period it will have in
effect procedures reasonably designed to ensure that
its employees or agents who are directly engaged in
selling Notes in bearer form are aware that such
Notes may not be offered or sold during the
restricted period to a person who is within the
United States or its possessions or to a United
States person, except as permitted by the D Rules;
(c) if it is a United States person, each Dealer
represents that it is acquiring the Notes for
purposes of resale in connection with their original
issuance and if it retains Notes in bearer form for
its own account, it will only do so in accordance
with the requirements of U.S. Treas. Reg. Section
l.163-5(c)(2)(i)(D)(6); and
(d) with respect to each affiliate that acquires Notes
from a Dealer for the purpose of offering or selling
such Notes during the restricted period, such Dealer
repeats and confirms the representations and
agreements contained in subparagraphs (a), (b) and
(c) on such affiliate's behalf.
Terms used in this paragraph 1(3) have the meanings given
to them by the U.S. Internal Revenue Code and regulations
thereunder, including the D Rules.
(4) Each issue of Index Linked Notes or Dual Currency Notes
shall be subject to such additional U.S. selling
restrictions as the Issuer and the relevant Dealer may
agree as a term of the issue and purchase of such Notes,
which additional selling restrictions shall be set out in
the applicable Pricing Supplement. The relevant Dealer
agrees that it shall offer, sell and deliver such Notes
only in compliance with such additional U.S. selling
restrictions.
2. United Kingdom
Each Dealer represents and agrees that:
(i) in relation to Notes which have a maturity of one
year or more, it has not offered or sold and, prior
to the expiry of the period of six months from the
Issue Date of such Notes, will not offer or sell any
such Notes to persons in the United Kingdom except
to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes
of their businesses or otherwise in circumstances
which have not resulted and will not result in an
offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities
Regulations 1995;
(ii) it has only issued or passed on and will only issue
or pass on in the United Kingdom any document
received by it in connection with the issue of any
Notes to a person who is of a kind described in
Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom such document
may otherwise lawfully be issued or passed on; and
(iii) it has complied and will comply with all
applicable provisions of the FSA with respect to
anything done by it in relation to any Notes in,
from or otherwise involving the United Kingdom.
3. Japan
The Notes have not been and will not be registered under
the Securities and Exchange Law of Japan (the "Securities
and Exchange Law") and each Dealer agrees that it will
not offer or sell any Notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in
Japan, including any corporation or other entity
organised under the laws of Japan), or to others for re-
offering or resale, directly or indirectly, in Japan or
to a resident of Japan except pursuant to an exemption
from the registration requirements of, and otherwise in
compliance with, the Securities and Exchange Law and any
other applicable laws and regulations of Japan.
4. Germany
In connection with the initial placement of any Notes in
Germany, each Dealer agrees that it will offer and sell
such Notes (i) unless otherwise provided in the relevant
Subscription Agreement or the applicable Pricing
Supplement in the case of an issue made on a syndicated
basis, only for an aggregate purchase price per purchaser
of at least DM80,000 (or the equivalent) or such other
amount as may be stipulated from time to time by
applicable German law or (ii) as may otherwise be
permitted in accordance with applicable German law.
5. France
The Issuer and each Dealer represents and agrees, that in
connection with their initial distribution, it has not
offered or sold, and will not offer or sell, directly or
indirectly, Notes to the public in France, and has not
distributed or caused to be distributed and will not
distribute or cause to be distributed to the public in
France the Offering Circular or any other offering
material relating to the Notes, and that such offers,
sales and distributions have been and shall be made in
France only to (i) qualified investors (investisseurs
qualifies) and/or (ii) a restricted group of investors
(cercle restreint d'investisseurs), all as defined in
Article 6 ordonnance no. 67-833 dated 28th September,
1967 (as amended) and decret no. 98-880 dated 1st
October, 1998.
Investors in France may only participate in the issue of
Notes for their own account in accordance with the
conditions set out in decret no. 98-880 dated 1 October,
1998. Notes may only be issued, directly or indirectly,
to the public in France in accordance with articles 6 and
7 of ordonnance no. 67-833 dated 28 September, 1967 (as
amended). Where the issue of Notes is effected as an
exception to the rules to an ▇▇▇▇▇ public a l'epargne in
France (public offer rules) by way of an offer to a
restricted group of investors, such investors must
provide certification as to their personal, professional
or family relationship with a member of the management of
the Issuer.
6. General
Each Dealer agrees that it will (to the best of its
knowledge and belief) comply with all applicable
securities laws and regulations in force in any
jurisdiction in which it purchases, offers, sells or
delivers Notes or possesses or distributes the Offering
Circular and will obtain any consent, approval or
permission required by it for the purchase, offer, sale
or delivery by it of Notes under the laws and regulations
in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers, sales or
deliveries and none of the Issuer and any other Dealer
shall have any responsibility therefor.
None of the Issuer and any of the Dealers represents that
Notes may at any time lawfully be sold in compliance with
any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available
thereunder, or assumes any responsibility for
facilitating such sale.
With regard to each Tranche, the relevant Dealer will be
required to comply with such other additional
restrictions as the Issuer and the relevant Dealer shall
agree and as shall be set out in the applicable Pricing
Supplement.
APPENDIX C
PART I
FORM OF DEALER ACCESSION LETTER - PROGRAMME
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "Issuer")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We refer to the Programme Agreement dated 4th June, 1999
entered into in respect of the above Euro Medium Term Note
Programme and made between the Issuer and the Dealers party
thereto (which agreement, as amended, supplemented or restated
from time to time, is herein referred to as the "Programme
Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents referenced
below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of all documents referred to
in Part I of Appendix A of the Programme Agreement,
and have found them to our satisfaction.
For the purposes of the Programme Agreement our notice details
are as follows:
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement we hereby undertake, for
the benefit of the Issuer and each of the other Dealers, that
we will perform and comply with all the duties and obligations
expressed to be assumed by a Dealer under the Programme
Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
PART II
FORM OF CONFIRMATION LETTER - PROGRAMME
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") entered into in respect of
the above Euro Medium Term Note Programme and hereby
acknowledge receipt of your Dealer Accession Letter to us
dated [specify].
We hereby confirm that, with effect from the date hereof, you
shall become a Dealer under the Programme Agreement in
accordance with clause 11(2) of the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
PART III
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "Issuer")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[Description of issue]
(the "Notes")
We refer to the Programme Agreement dated 4th June, 1999 and
made between the Issuer and the Dealers party thereto (which
agreement, as amended, supplemented or restated from time to
time, is herein referred to as the "Programme Agreement").
Conditions Precedent
We confirm that we are in receipt of the documents referenced
below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of such of the other documents
referred to in Part I of Appendix A of the Programme
Agreement as we have requested,
and have found them to our satisfaction or (in the case of the
documents referred to in (ii) above) have waived such
production.
For the purposes of the Programme Agreement our notice details
are as follows:
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement in respect of the issue
of the Notes we hereby undertake, for the benefit of the
Issuer and each of the other Dealers, that, in relation to the
issue of the Notes, we will perform and comply with all the
duties and obligations expressed to be assumed by a Dealer
under the Programme Agreement.
This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
PART IV
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[Description of issue]
(the "Notes")
We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") and hereby acknowledge
receipt of your Dealer Accession Letter to us dated [specify].
We hereby confirm that, with effect from the date hereof, in
respect of the issue of the Notes, you shall become a Dealer
under the Programme Agreement in accordance with the
provisions of clause 11(2) of the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
APPENDIX D
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
OF THE PROGRAMME
[Date]
To: The Dealers and the Listing Agent
(as those expressions are defined in the
Programme Agreement dated 4th June, 1999
as amended, supplemented or restated from
time to time, (the "Programme Agreement"))
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
Euro Medium Term Note Programme
We hereby require, pursuant to clause 12(1) of the Programme
Agreement, that the aggregate nominal amount of the above
Programme be increased to U.S.$ [specify] from [specify date
which is no earlier than three London business days after the
date the notice is given] whereupon (but subject as provided
in the next paragraph) all references in the Agreements will
be deemed amended accordingly.
We understand that this increase is subject to the
satisfaction of the condition set out in clause 12(2) of the
Programme Agreement namely that each Dealer shall have
received and found satisfactory all the documents and
confirmations described in the Part II of the Initial
Documentation List (with such changes as may be relevant, with
reference to the circumstances at the time of the proposed
increase, as are agreed between the Issuer and the Dealers)
and the delivery of any further conditions precedent that any
of the Dealers may reasonably require.
You must notify the Arranger and ourselves within three London
business days of receipt by you of those documents and
confirmations and, if applicable, further conditions precedent
if you consider (in your reasonable opinion) such documents,
confirmations and, if applicable, such further conditions
precedent to be unsatisfactory and, in the absence of such
notification, you will be deemed to consider such documents
and confirmations to be satisfactory and such further
conditions precedent to be satisfied.
Terms used in this letter have the meanings given to them in
the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
APPENDIX E
FORM OF SUBSCRIPTION AGREEMENT
INTERNATIONAL LEASE FINANCE CORPORATION
[DESCRIPTION OF ISSUE]
[DATE]
To: [Names of Dealers]
(the "Managers")
c/o [Name of Lead Manager]
(the "Lead Manager")
cc: CITIBANK, N.A.
as Agent
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer")
proposes to issue [DESCRIPTION OF ISSUE] (the "Notes")
pursuant to the U.S.$2,000,000,000 Euro Medium Term Note
Programme established by it. The terms of the issue shall be
as set out in the form of Pricing Supplement attached to this
Agreement as Annexe A.
This Agreement is supplemental to the Programme Agreement (the
"Programme Agreement") dated 4th June, 1999 made between the
Issuer and the Dealers party thereto. All terms with initial
capitals used herein without definition have the meanings
given to them in the Programme Agreement.
We wish to record the arrangements agreed between us in
relation to the issue:
1. This Agreement appoints each Manager which is not a party
to the Programme Agreement (each a "New Dealer") as a New
Dealer in accordance with the provisions of clause 11 of
the Programme Agreement for the purposes of the issue of
the Notes. The Lead Manager confirms that it is in
receipt of the documents referenced below:
(i) a copy of the Programme Agreement; and
(ii) a copy of such of the documents referred to in Part
I of Appendix A of the Programme Agreement as the
Lead Manager (on behalf of the Managers) has
requested and has confirmed with each New Dealer
that it has found them to be satisfactory or (in the
case of any or all of the documents referred to in
(ii)) has waived such production.
For the purposes of the Programme Agreement the details
of the Lead Manager for service of notices are as
follows:
[insert name, address, telephone, facsimile, telex (+
answerback) and attention].
In consideration of the Issuer appointing each New Dealer
as a Dealer in respect of the Notes under the Programme
Agreement, each New Dealer hereby undertakes, for the
benefit of the Issuer, the Lead Manager (for itself and
each of the other Dealers) and the Managers, that, in
relation to the issue of the Notes, it will perform and
comply with all the duties and obligations expressed to
be assumed by a Dealer under the Programme Agreement, a
copy of which it acknowledges it has received from the
Lead Manager. The Issuer hereby confirms that each New
Dealer shall be vested with all authority, rights,
powers, duties and obligations of a Dealer in relation to
the issue of the Notes as if originally named as a Dealer
under the Programme Agreement provided that following the
Issue Date of the Notes each New Dealer shall have no
further such authority, rights, powers, duties or
obligations except such as may have accrued or been
incurred prior to, or in connection with, the issue of
the Notes.
2. Subject to the terms and conditions of the Programme
Agreement and this Agreement the Issuer hereby agrees to
issue the Notes and the Managers jointly and severally
agree to subscribe or procure subscribers for the Notes
at a price of [specify] per cent. of the principal amount
of the Notes (the "Purchase Price"), being the issue
price of [specify] per cent. less a selling
[commission/concession] of [specify] per cent. of such
principal amount and a combined management and
underwriting commission of [specify] per cent. of such
principal amount.
3. The settlement procedures set out in Part [1/2] of Annexe
A to the Procedures Memorandum shall apply as if set out
in this Agreement provided that, for the purposes of this
Agreement:
(i) the sum payable on the Issue Date shall represent
the Purchase Price less any amount payable in
respect of Managers' expenses as provided in the
agreement referred to in clause 4 of this
Agreement);
(ii) "Issue Date" means [specify] a.m. ([specify] time)
on [specify] or such other time and/or date as the
Issuer and the Lead Manager on behalf of the
Managers may agree; and
(iii) "Payment Instruction Date" means the Issue Date
unless there is to be a pre-closing for the issue in
which case it means the business day (being a day on
which banks and foreign exchange markets are open
for business in London) prior to the Issue Date.
4. The arrangements in relation to expenses have been
separately agreed between the Issuer and the Lead
Manager.
5. The obligation of the Managers to purchase the Notes is
conditional upon:
(i) the conditions set out in clause 3(2) (other than
that set out in clause 3(2)(f)) of the Programme
Agreement being satisfied as of the Payment
Instruction Date (on the basis that the references
therein to "relevant Dealer" shall be construed as
references to the Lead Manager) and without
prejudice to the aforesaid, the Offering Circular
dated [specify] [, as supplemented by [ ],]
containing all material information relating to the
assets and liabilities, financial position and
profits and losses of the Issuer and nothing having
happened or being expected to happen which would
require the Offering Circular [, as so
supplemented,] to be [further] supplemented or
updated; and
(ii) the delivery to the Lead Manager on the Payment
Instruction Date of:
(A) legal opinions addressed to the Managers dated
the Payment Instruction Date in such form and
with such contents as the Lead Manager, on
behalf of the Managers, may reasonably require
from the general counsel of the Issuer,
O'Melveny & ▇▇▇▇▇ LLP, the legal advisers to
the Issuer and ▇▇▇▇▇ & ▇▇▇▇▇, the legal
advisers to the Managers;
(B) a certificate dated as at the Payment
Instruction Date signed by a duly authorised
officer of the Issuer giving confirmation to
the effect stated in paragraph (i) of this
clause;
(C) a comfort letter dated the Payment Instruction
Date from the independent auditors of the
Issuer, in such form and with such content as
the Managers may reasonably request; and
(D) such other conditions precedent as the Lead
Manager may require.
If any of the foregoing conditions is not satisfied on or
before the Payment Instruction Date, this Agreement shall
terminate on such date and the parties hereto shall be
under no further liability arising out of this Agreement
(except for any liability of the Issuer in relation to
expenses as provided in the agreement referred to in
clause 4 and except for any liability arising before or
in relation to such termination), provided that the Lead
Manager, on behalf of the Managers, may in its discretion
waive any of the aforesaid conditions (other than the
condition precedent contained in clause 3(2)(c) of the
Programme Agreement) or any part of them.
6. The Lead Manager, on behalf of the Managers, may, by
notice to the Issuer, terminate this Agreement at any
time prior to payment of the net purchase money to the
Issuer if in the opinion of the Lead Manager after
consultation with the Issuer, if practicable, there shall
have been such a change in national or international
financial, political or economic conditions or currency
exchange rates or exchange controls as would in its view
be likely to prejudice materially the success of the
offering and distribution of the Notes or dealings in the
Notes in the secondary market and, upon such notice being
given, the parties to this Agreement shall (except for
any liability of the Issuer in relation to expenses as
provided in the agreement referred to in clause 4 of this
Agreement and except for any liability arising before or
in relation to such termination) be released and
discharged from their respective obligations under this
Agreement.
7. Clause 20 of the Programme Agreement shall also apply to
this Agreement as if expressly incorporated herein.
8. This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party may
enter into this Agreement by executing a counterpart.
Please confirm that this letter correctly sets out the
arrangements agreed between us.
Yours faithfully,
For: INTERNATIONAL LEASE FINANCE CORPORATION
By:
We agree to the foregoing.
For: [NAMES OF MANAGERS]
By:
ANNEXE A TO THE SUBSCRIPTION AGREEMENT
[Form of Pricing Supplement]
Applicable Pricing Supplement
Set out below is the form of Pricing Supplement which will
be completed for each Tranche of Notes issued under the Programme.
[Date]
International Lease Finance Corporation
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the U.S. $2,000,000,000
Euro Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the
issue of Notes described herein. Terms used herein shall be deemed to
be defined as such for the purposes of the Conditions set forth in the
Offering Circular dated 4 June, 1999. This Pricing Supplement must be
read in conjunction with such Offering Circular and the Offering
Circular Addendum (as defined in such Offering Circular).
[Include whichever of the following apply or specify as "Not
Applicable" (N/A). Note that the numbering should remain as set out
below, even if "Not Applicable" is indicated for individual paragraphs
or sub-paragraphs.]
1. Issuer: International Lease Finance
Corporation
2. [(i)] Series Number: [ ]
[(ii) Tranche Number: [ ]
(If fungible with an existing
Series, details of that Series,
including the date on which the
Notes become fungible)]
3. Specified Currency or [ ]
Currencies:
4. Aggregate Nominal Amount:
- Tranche: [ ]
- Series: [ ]
5. Issue Price of Tranche: [ ] per cent.
6. Specified Denominations: [ ]
[ ]
7. [(i)] Issue Date: [ ]
[(ii) Interest Commencement
Date(if different from
the Issue Date): [ ]]
8. Maturity Date: [Fixed rate - specify date/Floating
rate - Interest Payment Date
falling in or nearest to [specify
month]]
9. Interest Basis: [[ ] per cent. Fixed Rate]
[[LIBOR/EURIBOR] + or - [ ] per cent.
Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[specify other]
(further particulars specified
below)
10. Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Instalment]
[specify other]
11. Change of Interest Basis [Specify details of any provision
or Redemption/Payment Basis: for change of Notes into another
Interest Basis or
Redemption/Payment Basis]
12. Put/Call Options: [Investor Put]
[Issuer Call]
[(further particulars specified
below)]
13. Listing: [Luxembourg/specify other/None]
14. Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Rate[(s)] of Interest: [ ] per cent. per annum [payable
[annually/semi-annually/quarterly]
in arrear]
(ii) Interest Payment
Date(s): [ ] in each year
(iii) Fixed Coupon
Amount(s): [ ] per [ ] in nominal amount
(iv) Broken Amount(s): [Insert particulars of any initial
or final broken interest amounts
which do not correspond with the
Fixed Coupon Amount]
(v) Fixed Day Count
Fraction (subject
to paragraph 29): [30/360 or Actual/Actual or specify
other]
(vi) Other terms relating
to the method of
calculating interest
for Fixed Rate Notes: [None/Give details]
16. Floating Rate Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Specified Period(s)/
Specified Interest
Payment Dates: [ ]
(ii) Business Day
Convention: [Floating Rate Convention/Following
Business Day Convention/Modified
Following Business Day Convention/
Preceding Business Day Convention/
[specify other]]
(iii) Additional Business [ ]
Centre(s)
(iv) Manner in which the
Rate of Interest and
Interest Amount is [Screen Rate Determination/ISDA
to be determined: Determination/specify other]
(v) Party responsible for
calculating the Rate
of Interest and
Interest Amount (if
not the Agent): [ ]
(vi) Screen Rate
Determination:
- Reference Rate: [ ]
(Either LIBOR, EURIBOR or other,
although additional information is
required if other - including the
fallback provisions in the Agency
Agreement)
- Interest
Determination
Date(s): [ ]
(Second London business day prior
to the start of each Interest
Period if LIBOR other than euro
LIBOR or Sterling LIBOR and first
day of each Interest Period if
Sterling LIBOR and second day on
which the TARGET System is open
prior to the start of each Interest
Period if EURIBOR or euro LIBOR)
- Relevant Screen
Page: [ ]
(In the case of EURIBOR, if not
Telerate 248 ensure it is a page
which shows a composite rate)
(vii) ISDA Determination:
- Floating Rate
Option: [ ]
- Designated Maturity: [ ]
- Reset Date: [ ]
(viii) Margin(s): [+ or -][ ] per cent. per annum
(ix) Minimum Rate of
Interest: [ ] per cent. per annum
(x) Maximum Rate of
Interest [ ] per cent. per annum
(xi) Day Count Fraction: [ ]
(xii) Fallback provisions,
rounding provisions
and any other terms
relating to the method
of calculating interest
on Floating Rate Notes,
if different from those
set out in the
Conditions: [ ]
17. Zero Coupon Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Accrual Yield: [ ] per cent. per annum
(ii) Reference Price: [ ]
(iii) Any other formula/
basis of determining
amount payable: [ ] (Consider applicable day count
fraction if euro denominated)
(iv) Day Count Fraction in
relation to Early
Redemption Amounts
and late payment: [Condition 6(e)(iii) and
6(j)/specify other]
18. Index Linked Interest [Applicable/Not Applicable]
Note Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent
responsible for
calculating the
principal and/or
interest due: [ ]
(iii) Provisions for
determining coupon
where calculation by
reference to Index
and/or Formula is
impossible or
impracticable: [ ]
(iv) Specified Period(s)/
Specified Interest
Payment Dates: [ ]
(v) Business Day
Convention: [Floating Rate Convention/Following
Business Day
Convention/Modified Following
Business Day
Convention/Preceding Business Day
Convention/specify other]
(vi) Additional Business
Centre(s): [ ]
(vii) Minimum Rate of
Interest: [ ] per cent. per annum
(viii) Maximum Rate of
Interest: [ ] per cent. per annum
(ix) Day Count Fraction: [ ]
19. Dual Currency Note [Applicable/Not Applicable]
Provisions (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Rate of Exchange/
method of calculating
Rate of Exchange: [give details]
(ii) Calculation Agent, if
any, responsible for
calculating the
principal and/or
interest payable: [ ]
(iii) Provisions applicable
where calculation by
reference to Rate of
Exchange impossible or
impracticable: [ ]
(iv) Person at whose option
Specified Currency(ies)
is/are payable: [ ]
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption
Date(s): [ ]
(ii) Optional Redemption
Amount(s) and method,
if any, of calculation
of such amount(s): [ ]
(iii) If redeemable in part:
(a) Minimum Redemption
Amount: [ ]
(b) Higher Redemption
Amount: [ ]
(iv) Notice period (if
other than as set out
in the Conditions): [ ]
21. Investor Put [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption
Date(s): [ ]
(ii) Optional Redemption
Amount(s) and method,
if any, of calculation
of such amount(s): [ ]
(iii) Notice period (if
other than as set out
in the Conditions): [ ]
22. Final Redemption Amount [Par/specify other/see Appendix]
23. Early Redemption Amount(s)
payable on redemption for
taxation reasons or on event
of default and/or the method
of calculating the same (if
required or if different from
that set out in Condition
6(e)): [ ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: [Temporary Global Note exchangeable
for a Permanent Global Note which
is exchangeable for Definitive
Notes on 60 days' notice given at
any time] or
[Exchangeable into Definitive Notes
upon [specify notice period]]
25. Additional Financial
Centre(s) or other special [Not Applicable/give details]
provisions relating (Note that this item relates to the
to Payment Dates: place of payment and not Interest
Period end dates to which item
16(iii) relates))
26. Talons for future Coupons
or Receipts to be attached
to Definitive Notes (and
dates on which such Talons
mature): [Yes/N. If yes, give details]
27. Details relating to Party
Paid Notes: amount of
each payment comprising the
Issue Price and date on
which each payment is to be
made and consequences of
failure to pay, including
any right of the Issuer to
forfeit the Notes and
interest due on late
payment: [Not Applicable/give details]
28. Details relating to
Instalment Notes: amount
of each instalment, date on
which each payment is to be
made: [Not Applicable/give details]
29. Redenomination: Redenomination [not] applicable
(if Redenomination is applicable,
specify either the applicable Fixed
Day Count Fraction or any
provisions necessary to deal with
floating rate interest calculation
(including alternative reference
rates))
30. Other terms or special [Not Applicable/give details]
conditions:
DISTRIBUTION
31. (i) If syndicated, names
of Managers: [Not Applicable/give names]
(ii) Stabilising Manager (if
any): [Not Applicable/give name]
32. If non-syndicated, name of
relevant Dealer: [ ]
33. Additional selling [Not Applicable/give details]
restrictions:
OPERATIONAL INFORMATION
34. Any clearing system(s)
other than Euroclear and
Cedelbank and the relevant [Not Applicable/give name(s) and
identification number(s): number (s)]
35. Delivery: Delivery [against/free of] payment
36. Additional Paying [ ]
Agent(s) (if any):
37. If Paris Bourse listed,
insert: [ ]
(a) Sicovam SA number(s): [insert name and address]
(b) Paying Agent in
France:
(c)(i) address in Paris
where relevant
documents will be
made available for
inspection or receipt
(free of charge): [insert address]
(ii) list of such
documents
available for
inspection or
receipt (free of
charge): [insert list]
(d) Specialist broker: [ ]
(e) a summary in French of
the principal terms of
the issue
(caracteristiques
principales)
(f) a statement in French
signed manually by a
person duly authorised
on behalf of the Issuer
and the relevant Dealer
or, in the case of a
syndicated issue of Notes,
the relevant Lead Manager
or other Dealer, accepting
responsibility for the
information contained in
the Pricing Supplement, in
the following form:
PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA PRESENTE NOTE
D'INFORMATION COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING
SUPPLEMENT) [DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE VISA
NO. [ ] DU [DATE]] ET DU DOCUMENT DE BASE (OFFERING CIRCULAR) ET DU
DOCUMENT DE BASE ADDENDUM (OFFERING CIRCULAR ADDENDUM)
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conformes a la realite et ne comportent pas
d'omission de nature a en alterer ▇▇ ▇▇▇▇▇▇.
Aucun element nouveau [(autres que ceux mentionnes dans la presente
Note d'Operation) intervenu depuis:
- le [ ], date du no. P99 - [ ] appose par la Commission des
Operations de Bourse sur le Document de Base,
- le [ ], date du no. P99 - [ ] appose par la Commission des
Operations de Bourse sur le Document de Base Addendum,
- [le [ ], date du visa no. [ ] appose par la Commission des
Operations de Bourse sur la Note d'Information datee du [ ],]
n'est susceptible de affecter de maniere significative la situation
financiere de l'emetteur dans le contexte de la presente emission.
International Lease Finance Corporation
By___________________________
[Name and title of signatory]
2. Au no de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information.
[name of the relevant Delaer/Lead Manager]
By___________________________
[Name and title of signatory]
La notice legale sera publiee au Bulletin des Annonces Legales
Obligatoires (BALO) du [date].
COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations eventuellement
emises dans le cadre de ce Programme, et par application des
articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967
telle que modifiee, la Commission des Operations de Bourse a
enregistre le Document de Base sous le no. P99 - [ ] du [date], le
Document de Base Addendum sous le no. P99 - [ ] du [date] et a
appose sur la presente Note d'Information le visa no. [ ] du
[date].
_________________________________
38. ISIN: [ ]
Common Code: [ ]
_________________________________
LISTING APPLICATION
This Pricing Supplement comprises the details required to list
the issue of Notes described herein pursuant to the listing of the
U.S.$2,000,000,000 Euro Medium Term Note Programme of International
Lease Finance Corporation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained
in this Pricing Supplement.
Signed on behalf of the Issuer:
By_____________________________
Duly authorised
If the applicable Pricing Supplement specifies any modification
to the Terms and Conditions of the Notes as described herein, it is
envisaged that, to the extent that such modification relates only to
Conditions 1, 4, 5, 6 (except Condition 6(b), 10, 11, 12, 13
(insofar as such Notes are not listed on any stock exchange) or 15,
they will not necessitate the preparation of a supplement to the
Offering Circular. If the Terms and Conditions of the Notes of any
Series are to be modified in any other respect, a supplement to the
Offering Circular will be prepared, if appropriate.
SIGNATORIES
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
The Issuer
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
The Dealers
COMMERZBANK AKTIENGESELLSCHAFT
▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL
▇▇▇▇▇▇ BROTHERS INTERNATIONAL (EUROPE)
▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
SOCIETE GENERALE
UBS AG, acting through its division WARBURG DILLON READ
Each by its duly authorised signatory:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------