International Lease Finance Corporation
$750,000,000 Medium-Term Notes, Series J
Due Nine Months or More
From Date of Issue
Distribution Agreement
March 10, 1998
New York, New York
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
World Financial Tower, North Tower
New York, New York 10281-1310
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Chase Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Brothers Inc.
3 World Financial Center
Twelfth Floor
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-0900
Attn: Medium-Term Note Dept.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
International Lease Finance Corporation, a California
corporation (the "Company"), confirms its agreement with each of
you (together with your affiliates, individually, an "Agent" and
collectively, the "Agents") with respect to the issue and sale by
the Company of up to the aggregate principal amount set forth in
Schedule I hereto of its Medium-Term Notes, Series J, Due Nine
Months or More from Date of Issue (the "Notes"). The Notes will
be issued under an indenture (the "Indenture") dated as of
November 1, 1991, between the Company and First Trust National
Association (successor to Continental Bank, National
Association), as trustee (the "Trustee"). The Notes will be
issued in minimum denominations of $1,000 and in denominations
exceeding such amount by integral multiples of $1,000, will be
issued only in fully registered form and will bear interest at
rates to be provided in a supplement to the Prospectus referred
to below.
1. Representations and Warranties. The Company
represents and warrants to you as of the date hereof, as of each
Closing Date and Settlement Date hereinafter referred to, and as
of the times referred to in Section 4(h) hereof, as follows:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in Schedule
I hereto), which has become effective, for the registration
under the Act of the aggregate principal amount set forth in
Schedule I hereto of debt securities including the Notes
(the "Securities"). Such registration statement, as amended
at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all
other material respects with said Rule. In connection with
the sale of Notes the Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement
to the form of prospectus included in such registration
statement relating to the Notes and the plan of distribution
thereof and has previously advised you of all further
information (financial and other) with respect to the
Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended to the
date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus, as supplemented
pursuant to the previous sentence, is hereinafter called the
"Prospectus". Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the date of this Agreement or the date
of the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement or the Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement or the date of the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(b) As of the date hereof, when any amendment to
the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the
Registration Statement), when any supplement to the
Prospectus is filed with the Commission and at the date of
delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended
as of any such time, and the Prospectus as supplemented as
of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the Exchange Act and the respective
rules thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the
Prospectus as supplemented as of any such time, will contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading;
provided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of the Agents specifically for use in connection with
the preparation of the Registration Statement and the
Prospectus.
(c) Subsequent to the respective dates as of
which information is given in the Registration Statement and
Prospectus, and except as set forth or contemplated in the
Prospectus, neither the Company nor any of its subsidiaries
has incurred any material liabilities or obligations, direct
or contingent, nor entered into any material transactions
not in the ordinary course of business, and there has not
been any material adverse change in the condition (financial
or otherwise), business, prospects or results of operations
of the Company and its subsidiaries considered as a whole.
(d) The Securities have been duly authorized and,
when issued and delivered pursuant to this Agreement and, if
applicable, the Terms Agreement (as defined in Section 2(b)
hereof) or otherwise, will have been duly executed,
authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which
will be substantially in the form filed as an exhibit to the
Registration Statement or a document incorporated by
reference therein; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Securities and the Indenture will conform to the
descriptions thereof in the Prospectus.
(e) The Notes have been rated by a "nationally
recognized statistical rating agency" (as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Act), including one or both of ▇▇▇▇▇'▇ Investor
Services ("Moody's") and Standard & Poor's Ratings Services,
a division of the McGraw Hill Companies ("S&P").
(f) The Company confirms as of the date hereof,
and each acceptance by the Company of an offer to purchase
Notes will be deemed to be an affirmation, that the Company
is in compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of
Doing Business with Cuba, and the Company further agrees
that if it commences engaging in business with the
government of Cuba or with any person or affiliate located
in Cuba after the date the Registration Statement becomes or
has become effective with the Commission or with the Florida
Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in
the Prospectus, if any, concerning the Company's business
with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the
Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
2. Appointment of Agents; Purchases as Principals.
(a) Subject to the terms and conditions set forth
herein, the Company hereby authorizes you to act as its
agents to solicit offers for the purchase of all or part of
the Notes, upon the terms set forth in the Prospectus, as
supplemented, during a period beginning on the date hereof
and ending on the date the Company shall specify to you in
writing. The commission to be paid to each Agent in respect
of sales of Notes shall be that percentage specified in
Schedule I hereto of the aggregate principal amount of Notes
sold by the Company in respect of offers to purchase
solicited by each Agent and shall be payable as specified in
the Procedures (as defined in Section 3). Offers for the
purchase of Notes may be solicited by the Agents as agents
for the Company at such time and in such amounts as the
Agents deem advisable. The Company may from time to time
offer Notes for sale otherwise than through the Agents;
provided, however, that so long as this Agreement shall be
in effect, the Company shall not solicit or accept offers to
purchase Notes through any agent at a commission different
from those described in this Agreement for offers to
purchase through the Agents. If any agent, other than an
Agent, is appointed during the term of this Agreement with
respect to the Notes, the Company shall promptly notify the
Agents of such appointment.
(b) Each sale of Notes to you as principal shall
be made in accordance with the terms of this Agreement and a
separate agreement which will provide for the sale of such
Notes to, and the purchase and reoffering thereof by, you.
Each such separate agreement (which may be an oral agreement
confirmed in writing or which may be substantially in the
form of Schedule II hereto and which may take the form of an
exchange of any standard form of written telecommunication
between you and the Company) is herein referred to as a
"Terms Agreement". Your commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the
terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Notes to be purchased
by you pursuant thereto, the price to be paid to the Company
for such Notes, the initial public offering price, if any,
at which the Notes are proposed to be reoffered, and the
time and place of delivery of and payment for such Notes
(the "Settlement Date"). Such Terms Agreement shall also
specify any requirements for opinions of counsel, officers'
certificates and letters from independent auditors pursuant
to Section 5 hereof.
3. Offering Procedure. The Agents shall communicate
to the Company, orally or in writing, each offer to purchase
Notes on terms previously communicated by the Company to the
Agents, and the Company shall have the sole right to accept such
offers to purchase Notes and may refuse any proposed purchase of
Notes in whole or in part for any reason. Each of the Agents
shall have the right, in its discretion reasonably exercised, to
reject any proposed purchase of Notes on different terms, as a
whole or in part, and any such rejection shall not be deemed a
breach of its agreement contained herein. The Agents and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Medium-Term
Notes Administrative Procedures (attached hereto as Exhibit A)
(the "Procedures"), as amended from time to time. The Procedures
may only be amended by written agreement of the Company and the
Agents after notice to, and with the approval of, the Trustee.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of
the Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus
unless the Company has furnished you with copies for your
review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause
each supplement to the Prospectus to be filed (or trans-
mitted for filing) with the Commission as required pursuant
to Rule 424. The Company will promptly advise you (i) when
each supplement to the Prospectus shall have been filed (or
transmitted for filing) with the Commission pursuant to Rule
424, (ii) when any amendment of the Registration Statement
shall have become effective, (iii) of any request by the
Commission for any amendment of the Registration Statement
or amendment of or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commis-
sion of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of
any proceeding for that purpose and (v) of the receipt by
the Company of any notification with respect to the suspen-
sion of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any pro-
ceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to
the Notes is required to be delivered under the Act, any
event occurs as a result of which the Registration
Statement, as then amended, or the Prospectus, as then
supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or
if it shall be necessary to amend the Registration Statement
or to supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify the Agents to suspend
solicitation of offers to purchase Notes (and, if so
notified by the Company, the Agents shall forthwith suspend
such solicitation and cease using the Prospectus as then
amended or supplemented), (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a)
of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment or
supplement which will effect such compliance and (iii) will
supply any such amended or supplemented Prospectus to the
Agents in such quantities as the Agents may reasonably
request. If such amendment or supplement is satisfactory in
all respects to the Agents, the Agents will, upon the filing
of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration
Statement if such an amendment is required, resume their
obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make
generally available to its security holders and to you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act and, not later
than 45 days after the end of the 12-month period beginning
at the end of each fiscal quarter of the Company (other than
the last fiscal quarter of any fiscal year) during which the
effective date of any post-effective amendment to the
Registration Statement occurs, not later than 90 days after
the end of the fiscal year beginning at the end of each last
fiscal quarter of any fiscal year of the Company during
which the effective date of any post-effective amendment to
the Registration Statement occurs, and not later than 90
days after the end of each fiscal year of the Company during
which any Notes were issued, the Company will make generally
available to its security holders an earnings statement
covering such 12-month period or such fiscal year, as the
case may be, that will satisfy the provisions of such
Section 11(a) and Rule 158.
(d) The Company will furnish to you and your
counsel, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment
thereto which shall become effective and, so long as
delivery of a prospectus may be required by the Act, as many
copies of any preliminary Prospectus and the Prospectus and
any amendments thereof and supplements thereto as you may
reasonably request.
(e) The Company will arrange for the
qualification of the Notes for sale under the laws of such
jurisdictions as you may reasonably designate, will maintain
such qualifications in effect so long as required for the
distribution of the Notes, and, if requested by the Agents,
will arrange for the determination of the legality of the
Notes for purchase by institutional investors.
(f) The Company shall, whether or not any sale of
the Notes is consummated, (i) pay all expenses incident to
the performance of its obligations under this Agreement,
including the fees and disbursements of its accountants and
counsel, the cost of printing and delivery of the
Registration Statement, any preliminary Prospectus, the
Prospectus, all amendments thereof and supplements thereto,
the Indenture and all other documents relating to the
offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including
fees of counsel incurred in connection with the
qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities
or Blue Sky laws of each such jurisdiction as you may
reasonably designate, the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, and
(ii) reimburse the Agents on a monthly basis for all
out-of-pocket expenses (including without limitation
advertising expenses) incurred by the Agents and approved by
the Company in advance, in connection with the offering and
the sale of the Notes, and (iii) be responsible for the
reasonable fees of counsel for the Agents incurred in
connection with the offering and sale of the Notes.
(g) Each acceptance by the Company of an offer to
purchase Notes, and each sale of Notes to you pursuant to a
Terms Agreement, will be deemed to be an affirmation that
the representations and warranties of the Company contained
in this Agreement and in any certificate theretofore
delivered to you pursuant hereto are true and correct at and
as of such date and a representation and warranty to you
that neither the Registration Statement nor the Prospectus,
as then amended or supplemented, fails to reflect any facts
or events which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement or the Prospectus, as then amended or
supplemented, and/or includes any untrue statement of a
material fact, or omits to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except that the foregoing does not apply to (i) that part of
the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by you or on
your behalf specifically for use in connection with the
preparation of the Registration Statement and the Prospectus
or any amendments thereof or supplements thereto.
(h) Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement providing solely for a change in the
interest rates offered on the Notes), or, if so indicated in
the applicable Terms Agreement, the Company sells Notes to
you pursuant to a Terms Agreement, the Company will deliver
or cause to be delivered forthwith to you a certificate of
the Company signed by the Chairman of the Board or the
President and the principal financial or accounting officer
of the Company, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in form
reasonably satisfactory to you, to the effect that the
statements contained in the certificate that was last
furnished to you pursuant to either Section 5(e) or this
Section 4(h) are true and correct at the time of the
effectiveness of such amendment or the filing of such
supplement as though made at and as of such time (except
that (i) the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission shall be substituted for the corresponding date
in such certificate and (ii) such statements shall be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement) or, in
lieu of such certificate, a certificate of the same tenor as
the certificate referred to in Section 5(e) but modified to
relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission and to the Registration Statement and the Pro-
spectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(i) Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement (i) providing solely for a change in
the interest rates offered on the Notes or (ii) setting
forth or incorporating by reference financial statements or
other information as of and for a fiscal quarter, unless, in
the case of clause (ii) above, in your reasonable judgment,
such financial statements or other information are of such a
nature that an opinion of counsel should be furnished), or,
if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall furnish or cause to be furnished forthwith
to you a written opinion or opinions of counsel to the
Company satisfactory to you, dated the date of the effec-
tiveness of such amendment or the date of filing of such
supplement, of the same tenor as the opinions referred to in
Sections 5(b) and 5(c) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such
amendment or the filing of such supplement or, in lieu of
such opinions, counsel last furnishing such an opinion to
you may furnish you with a letter to the effect that you may
rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement).
(j) Each time that the Registration Statement or
the Prospectus is amended or supplemented to set forth
amended or supplemental financial information or such
amended or supplemental information is incorporated by
reference in the Registration Statement or the Prospectus,
or, if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall cause each of Ernst & Young LLP, its
former independent auditors and Coopers & ▇▇▇▇▇▇▇ L.L.P.,
its current independent auditors, forthwith to furnish you a
letter, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in form
satisfactory to you, of the same tenor as the letters
referred to in Section 5(f) with such changes as may be
necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter, provided that if
the Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, Ernst
& Young LLP need not provide such a letter and Coopers &
▇▇▇▇▇▇▇ L.L.P. may limit the scope of such letter, which
shall be satisfactory in form to you, to the unaudited
financial statements included in such amendment or
supplement, unless any other information included or
incorporated by reference therein of an accounting,
financial or statistical nature is of such a nature that, in
your reasonable judgment, such letter should cover such
other information.
(k) Between the date of any Terms Agreement and
the Settlement Date with respect to such Terms Agreement,
the Company will not, without your prior consent, offer or
sell, or enter into any agreement to sell, any debt
securities of the Company, except as may otherwise be
provided in any such Terms Agreement.
5. Conditions to Obligations. Your obligations as
Agents to solicit offers to purchase the Notes and your
obligations to purchase Notes pursuant to any Terms Agreement or
otherwise shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as of
the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement (including the filing of
any document incorporated by reference therein), as of the date
any supplement to the prospectus is filed with the Commission, as
of each Closing Date and as of each Settlement Date with respect
to any applicable Terms Agreement, to the accuracy of the
statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Company shall have furnished to you the
opinion of corporate counsel for the Company, dated the date
hereof, or of such Settlement Date, if applicable, to the
effect that:
(i) The Company is duly qualified to do
business as a foreign corporation and is in good stand-
ing under the laws of each jurisdiction in which the
ownership or leasing of its property or the conduct of
its business requires it to be so qualified; provided,
however, that the Company may not be so qualified in
certain jurisdictions, the effect of which would not
have a material adverse effect on the Company.
(ii) To the best knowledge of such counsel,
the only domestic subsidiaries of the Company are:
Interlease Aviation Corporation; ILFC Aircraft Holding
Corporation; Interlease Management Corporation;
Aircraft SPC-1, Inc.; Aircraft SPC-3, Inc.; Aircraft
SPC-4, Inc.; Aircraft SPC-6, Inc.; Aircraft SPC-7,
Inc.; Aircraft SPC-8, Inc.; Aircraft SPC-9, Inc.;
Aircraft SPC-10, Inc.; Aircraft SPC-11, Inc.; Aircraft
SPC-12, Inc.; Aircraft SPC-14, Inc.; Euclid Aircraft;
ILFC Dover, Inc., CABREA, Inc. and ILFC Volare, Inc.,
all wholly owned subsidiaries of Aircraft SPC-3, Inc.;
and Atlantic International Aviation Holdings, Inc., a
wholly owned subsidiary of Interlease Management
Corporation.
(iii) No subsidiary of the Company nor all of
the subsidiaries of the Company taken as a whole is a
"significant subsidiary" as defined in Rule 1-02 of
Regulation S-X promulgated under the Exchange Act.
(iv) To the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the
Company or any of its subsidiaries of a character
required to be disclosed in the Registration Statement
which is not adequately disclosed in the Prospectus.
(c) The Company shall have furnished to you the
opinion of O'Melveny & ▇▇▇▇▇ LLP, special counsel for the
Company, dated the date hereof, or of such Settlement Date,
if applicable, to the effect that:
(i) Each of the Company, Interlease
Management Corporation, Interlease Aviation
Corporation, ILFC Aircraft Holding Corporation,
Atlantic International Aviation Holdings, Inc.,
Aircraft SPC-1, Inc., Aircraft SPC-3, Inc., Aircraft
SPC-4, Inc., Aircraft SPC-6, Inc., Aircraft SPC-7,
Inc., Aircraft SPC-8, Inc., Aircraft SPC-9, Inc.;
Aircraft SPC-10, Inc.; Aircraft SPC-11, Inc.; Aircraft
SPC-12, Inc.; Aircraft SPC-14, Inc.; Euclid Aircraft;
ILFC Dover, Inc., CABREA, Inc. and ILFC Volare, Inc.
has been duly incorporated and is existing and in good
standing under the laws of the jurisdiction in which it
is incorporated.
(ii) The Company has the corporate power to
own its properties and conduct its business as
described in the Prospectus.
(iii) The Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, has been duly executed and delivered by the
Company and is a legally valid and binding obligation
of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors' rights
generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity
including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or
injunctive relief, regardless of whether considered in
a proceeding in equity or at law, and, if applicable,
is subject to provisions of law which may require that
a judgment for money damages rendered by a court in the
United States be expressed in United States dollars.
(iv) The Notes have been duly authorized by
all necessary corporate action on the part of the
Company and when the final terms of a particular Note
and of its issuance and sale have been duly established
in conformity with the Indenture, and when such Note
has been duly executed, authenticated and issued in
accordance with the provisions of the Indenture and
upon payment for and delivery of the Notes in
accordance with the terms of this Agreement, will be
legally valid and binding obligations of the Company,
enforceable against the Company in accordance with
their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance
laws), and by general principles of equity including,
without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or
injunctive relief, regardless of whether considered in
a proceeding in equity or at law, and, if applicable,
is subject to provisions of law which may require that
a judgment for money damages rendered by a court in the
United States be expressed in United States dollars.
(v) The Indenture has been duly qualified
under the Trust Indenture Act.
(vi) This Agreement (and if the opinion is
being furnished on a Settlement Date, the applicable
Terms Agreement) has been duly authorized by all
necessary corporate action on the part of the Company
and has been duly executed and delivered by the
Company.
(vii) No consent, authorization, order or
approval of any California, New York or federal court
or governmental agency or body is required on the part
of the Company for the execution and delivery of this
Agreement or for the issuance and sale of the Notes,
except such as have been obtained under the Act, the
Trust Indenture Act and such as may be required under
the Blue Sky or securities laws of any jurisdiction and
such other approvals (specified in such opinion) as
have been obtained.
(viii) Neither the execution and delivery of
the Indenture nor the issuance of the Notes will
conflict with, result in a breach by the Company of, or
constitute a default under, the Articles of
Incorporation or Bylaws of the Company or the terms of
any of the agreements, instruments, contracts, orders,
injunctions or judgments identified to such counsel in
an Officer's Certificate of the Company (a copy of
which will be delivered with the opinion of such
counsel) as agreements, instruments, contracts, orders,
injunctions or judgments binding on the Company which
have provisions relating to the issuance by the Company
of debt securities and the breach of or default under
or a conflict with which would have a material adverse
effect on the Company and its subsidiaries considered
as a whole, except that no opinion need be expressed
regarding the effect, if any, of the issuance of the
Notes upon the Company's compliance with any of the
financial covenants contained in any of said
agreements, instruments, contracts, orders, injunctions
or judgements.
(ix) The Registration Statement has been
declared effective under the Act and, to such counsel's
knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued or
threatened by the Commission.
(x) The Registration Statement, on the date
it was filed, appeared on its face to comply in all
material respects with the requirements as to form for
registration statements on Form S-3 under the Act and
the rules and regulations of the Commission thereunder,
except that no opinion need be expressed concerning the
financial statements and other financial and
statistical information contained or incorporated by
reference therein.
(xi) Such counsel does not know of any
material contract or other material document of a
character required to be filed as an exhibit to the
Registration Statement which is not filed as required.
(xii) The documents incorporated by reference
into the Prospectus (the "Incorporated Documents")
appear on their face to comply in all material respects
with the requirements as to form for reports on Form
10-K, Form 10-Q and Form 8-K, as the case may be, under
the Exchange Act, and the rules and regulations
thereunder in effect at the respective dates of their
filing, except that no opinion need be expressed
concerning the financial statements and other financial
information contained or incorporated by reference
therein.
(xiii) The statements in the Prospectus under
the caption "Description of Debt Securities", and in
the Prospectus Supplement under the caption
"Description of Medium-Term Notes, Series J", insofar
as such statements constitute a summary of provisions
of the Indenture or the Notes, fairly present the
information required therein by Form S-3.
(xiv) The purchase and sale of the Notes in
accordance with the terms and provisions of this
Agreement and the consummation of the transactions
contemplated under this Agreement, the Indenture and
the Notes will not violate the provisions of Section 1
of Article XV of the Constitution of the State of
California.
(xv) The Company is not an "investment
company" within the meaning of the Investment Company
Act of 1940, as amended.
Such counsel shall also state that on the basis of
their review of the Registration Statement, the documents
incorporated therein on the effective date of the Registra-
tion Statement, the Prospectus and the Incorporated Docu-
ments, and their participation in conferences in connection
with the preparation of the Registration Statement and the
Prospectus, they do not believe that the Registration State-
ment and the documents incorporated therein on the date the
Registration Statement became effective (or if later, the
date the Company's latest Annual Report on Form 10-K was
filed with the Commission), considered as a whole as of such
date, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and they do not believe that the Prospectus and
the Incorporated Documents, considered as a whole on the
date of the Final Prospectus and on the date of the opinion,
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading. Such counsel need not express any
opinion or belief as to any document filed by the Company
under the Exchange Act, whether prior or subsequent to the
effective date of the Registration Statement, except to the
extent that any such document is an Incorporated Document
read together with the Registration Statement or the
Prospectus and considered as a whole and as specifically
stated in clause (xii) above, nor must such counsel express
any opinion or belief as to the Form T-1 filed by the
Trustee in connection with the Notes or the financial
statements and other financial information included or
incorporated by reference in the Registration Statement, the
Prospectus or the Incorporated Documents.
(d) You shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇ &
Bockius LLP, your counsel, such opinion or opinions, dated
the date hereof, or of such Settlement Date, if applicable,
with respect to the issuance and sale of the Notes, the
Indenture, the Registration Statement, the Prospectus and
other related matters as you may reasonably require, and the
Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass
upon such matters.
(e) The Company shall have furnished to you a
certificate of the Company, signed by the Chairman of the
Board, the President or a Vice President and the principal
financial or accounting officer of the Company, dated the
date hereof, or of such Settlement Date, if applicable, to
the effect that the signers of such certificate have
carefully examined the Registration Statement, the
Prospectus and this Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the date hereof, or
of such Settlement Date, if applicable, with the same
effect as if made on the date hereof, or of such
Settlement Date, if applicable, and the Company has, in
all material respects, complied with all the agreements
and satisfied all the conditions on its part to be
performed or satisfied as a condition to your
obligation as Agents to solicit offers to purchase the
Notes, or your obligation to purchase Notes pursuant to
any Terms Agreement;
(ii) no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened;
and
(iii) since the date of the most recent
financial statements included in the Prospectus, there
has been no material adverse change in the condition
(financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth or contemplated in the
Prospectus.
(f) At the date hereof, or of such Settlement
Date, if applicable, each of Ernst & Young LLP (as to clause
(i) below only) and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. shall have
furnished to you a letter or letters (which may refer to
letters previously delivered to you), dated as of the date
hereof, or of such Settlement Date, if applicable, in form
and substance satisfactory to you, confirming that they are
independent accountants within the meaning of the Act and
the Exchange Act and the respective applicable published
rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited financial
statements and financial statement schedules included
or incorporated in the Registration Statement and the
Prospectus and reported on by them comply in form in
all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the
Company and its subsidiaries; carrying out certain
specified procedures (but not any examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of signifi-
cance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
shareholders, directors and audit committees of the
Company and the subsidiaries; and inquiries of certain
officials of the Company who have responsibility for
financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent
to the date of the most recent audited financial
statements included or incorporated in the Prospectus,
nothing came to their attention which caused them to
believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply in form
in all material respects with applicable
accounting requirements and with the published
rules and regulations of the Commission with
respect to financial statements included or
incorporated in quarterly reports on Form 10-Q
under the Exchange Act; and said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied
on a basis substantially consistent with that of
the audited financial statements included or
incorporated in the Registration Statement and the
Prospectus;
(2) with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified
date not more than five business days prior to the
date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of
the Company or decreases in the shareholders'
equity of the Company as compared with the amounts
shown on the most recent consolidated balance
sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period
from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Prospectus to such
specified date there were any decreases, as
compared with the corresponding period in the
preceding year, in consolidated revenues or in
total amounts of net income of the Company and its
subsidiaries, except in all instances for changes
or decreases set forth in such letter, in which
case the letter shall be accompanied by an
explanation by the Company as to the significance
thereof unless said explanation is not deemed
necessary by the Agents; or
(3) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement and the
Prospectus do not agree with the amounts set forth
in the unaudited financial statements for the same
periods or were not determined on a basis
substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and Prospectus;
(iii) they have performed certain other
specified procedures as a result of which they
determined that certain information of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information
derived from the general accounting records of the
Company and its subsidiaries) set forth in the
Registration Statement and the Prospectus and in
Exhibit 12 to the Registration Statement, including the
information included or incorporated in Items 1, 2, 6,
7 and 11 of the Company's Annual Report on Form 10-K,
incorporated in the Registration Statement and the
Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form
10-Q, incorporated in the Registration Statement and
the Prospectus, agrees with the accounting records of
the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv) if pro forma financial statements are
included or incorporated in the Registration Statement
and the Prospectus, on the basis of a reading of the
unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain
officials of the Company who have responsibility for
financial and accounting matters, and proving the
arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention
which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that
the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of
such statements.
References to the Registration Statement and the
Prospectus in this paragraph (f) are to such documents as
amended and supplemented at the date of the letter.
(g) Subsequent to the respective dates as of
which information is given in the Registration Statement and
the Prospectus, there shall not have been (i) any change or
decrease specified in the letter referred to in paragraph
(f) of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the business
or properties of the Company and its subsidiaries the effect
of which, in any case referred to in clause (i) or (ii)
above, is, in your judgment, so material and adverse as to
make it impractical or inadvisable to proceed with the
purchase or soliciting of offers to purchase the Notes as
contemplated by the Registration Statement and the
Prospectus.
(h) Prior to the date hereof, the Company shall
have furnished you such further information, certificates
and documents as you may reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to you and your counsel, this Agreement and all of
your obligations hereunder may be canceled at any time by you.
Notice of such cancellation shall be given to the Company in
writing or by telephone or telecopy confirmed in writing.
The documents required to be delivered by this Section
5 shall be delivered at the office of O'Melveny & ▇▇▇▇▇ LLP at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on the date
hereof.
6. Reimbursement of Expenses. If any condition to
your obligations set forth in Section 5 hereof is not satisfied,
if any termination pursuant to Section 8 hereof shall occur or in
the case of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by you, the
Company will reimburse you upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
that you shall have incurred in connection with this Agreement.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold
harmless each of you and each person, if any, who controls
each of you within the meaning of Section 15 of the Act as
follows:
(i) against any and all loss, liability,
claim, damage and expense whatsoever arising out of any
untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be
stated therein or necessary to make the statements
therein not misleading or arising out of any untrue
statement or alleged untrue statement of material fact
contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading, unless such untrue statement or such
alleged untrue statement or omission was made in
reliance upon and in conformity with written
information furnished to the Company by you expressly
for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or
supplement thereto);
(ii) against any and all loss, liability
claim, damage and expense whatsoever to the extent of
the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon
and in conformity with information furnished by you as
aforesaid) if such settlement is effected with the
written consent of the Company; and
(iii) against any and all expense whatsoever
as incurred (including the fees and disbursements of
counsel chosen by you) reasonably incurred in
investigating, preparing or defending against any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon
and in conformity with information furnished by you as
aforesaid), to the extent that any such expense is not
paid under (i) or (ii) above.
(b) Each Agent severally agrees to indemnify and
hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning
of Section 15 of the Act against any and all loss,
liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, but
only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information
furnished to the Company by such Agent expressly for use in
the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto).
(c) 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 any
indemnified party, the indemnifying party may participate at
its own expense in the defense of such action. 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 subsection (a) or (b)
hereof, as applicable, from and against any loss or
liability by reason of such settlement or judgment. 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.
(d) If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand,
and the Agent whose claim is subject to contribution, on the
other, from the offering of the Notes or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the
one hand, and such Agent, on the other, with respect to the
statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well
as any other relevant equitable considerations. The
relative benefits received by the Company, on the one hand,
and the Agents, on the other, with respect to such offering
shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Notes (before
deducting expenses) received by the Company bear to the
total discounts and commissions received by any Agent with
respect to such offering. The relative fault shall be
determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information
supplied by the Company or any Agent, the intent of the
parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or
omission. The Company and the Agents agree that it would
not be just and equitable if contributions pursuant to this
Section 7(d) were to be determined by pro rata allocation
(even if the Agents were treated as one entity for such
purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party
as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section
7(d) shall be deemed to include, for purposes of this
Section 7(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim to the
extent not already paid or payable pursuant to another
provision of this Section 7. Notwithstanding the provisions
of this Section 7(d), no Agent shall be required to
contribute any amount in excess of the amount by which the
total price at which the Notes sold through such Agent and
distributed to the public were offered to the public exceeds
the amount of any damages which such Agent has otherwise
paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The Agents' obligations under
this Section 7(d) to contribute are several in proportion to
the respective principal amounts of Notes purchased by each
such Agent and not joint.
8. Termination. This Agreement may be terminated for
any reason, at any time by any party hereto, with respect to such
party, upon the giving of 30 days written notice of such
termination to the other parties hereto. You may also terminate
any Terms Agreement, immediately upon notice to the Company, at
any time prior to the Settlement Date if any of the following
shall have occurred: (i) since the respective dates as of which
information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, or in
the earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, except as set forth
or contemplated in the Prospectus, which, in your reasonable
judgement, makes it impracticable to market the Notes or enforce
contracts for the sale of Notes, (ii) trading in any securities
of the Company has been suspended by the Commission or a national
securities exchange, or trading generally on either the New York
Stock Exchange or the American Stock Exchange shall have been
suspended, or minimum or maximum prices for trading shall have
been fixed, or maximum ranges for prices for securities shall
have been required, by either of said exchanges or by order of
the Commission or any other governmental authority, (iii) a
banking moratorium shall have been declared either by Federal or
New York State authorities, (iv) any outbreak or escalation of
hostilities or other national or international calamity or
crisis, if the effect of such outbreak, escalation, calamity or
crisis would, in your reasonable judgment, make the offering or
delivery of the Notes impracticable, or (v) any decrease in the
ratings of any of the Company's debt securities by ▇▇▇▇▇'▇ or S&P
or either of said organizations shall publicly announce that it
has under consideration or review with negative implications any
of the Company's debt securities. In the event of any such
termination, neither party will have any liability to the other
party hereto, except that (i) the Agents shall be entitled to any
commissions earned in accordance with Section 2(a) hereof, (ii)
if at the time of termination (A) the Agent shall own any of the
Notes acquired pursuant to a Terms Agreement with the intention
of reselling them or (B) an offer to purchase any of the Notes
has been accepted by the Company but the time of delivery to the
purchaser or his agent of the Note or Notes relating thereto has
not occurred, the covenants set forth in Sections 3, 4 and 6
hereof shall remain in effect until such Notes are so resold or
delivered, as the case may be, and (iii) the covenants set forth
in Sections 4(c) and 4(f) hereof, the indemnity agreement set
forth in Section 7 hereof, and the provisions of Sections 9 and
12 hereof shall remain in effect.
The Company also agrees to offer to any person who has
agreed to purchase Notes as a result of an offer to purchase
solicited by any Agent the right to refuse to purchase and pay
for such Notes if, on the related Settlement Date fixed pursuant
to the Procedures, any of the following events has occurred:
(i) since the respective dates as of which information is given
in the Registration Statement, any material adverse change in the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the earnings,
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, which materially impairs the
investment quality of the Notes; (ii) any decrease in the ratings
of the Notes by ▇▇▇▇▇'▇ or S&P or either of said organizations
shall publicly announce that it has under consideration or review
with negative implications any of the Company's debt securities;
(iii) trading in any securities of the Company has been suspended
by the Commission or a national securities exchange, or trading
generally on either the New York Stock Exchange or the American
Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said
exchanges or by order of the Commission or any other governmental
authority; (iv) a banking moratorium shall have been declared
either by federal or New York state authorities; or (v) any
outbreak or escalation of hostilities or other national or
international calamity or crises, if the effect of any such event
specified in clauses (iii), (iv) or (v) make it impracticable to
proceed with the sale or delivery of the Notes on the terms and
in the manner contemplated in the Prospectus.
9. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company, its officers and you set
forth in or made pursuant to this Agreement or any Terms Agree-
ment will remain in full force and effect, regardless of any
investigation made by you or on your behalf or the Company or any
of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you, will
be mailed, delivered or telecopied and confirmed to you, at the
addresses specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telecopied and confirmed to
International Lease Finance Corporation, 1999 Avenue of the
Stars, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President.
11. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and con-
trolling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among you and the
Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE
CORPORATION
By:_/s/ ▇▇▇▇ ▇. ▇▇▇▇___________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President, Co-Chief
Operating Officer and Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED CHASE SECURITIES INC.
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇_________ By_/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇_________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Managing Director
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC ▇▇▇▇▇▇ BROTHERS INC.
By: _/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇______ By:_/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: MD
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇▇▇▇ INCORPORATED
By: _/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇_______ By:__/s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO._____
Name: Name:
Title: Authorized Signatory Title:
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: _/s/ D.R. LEVENSON__________
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
SCHEDULE I
Registration Statement No. 333-45101
Amount of the Notes: $750,000,000
Amount of the Securities: $2,000,000,000
The Company agrees to pay ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated,
Salomon Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Securities Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
(individually, an "Agent") a commission equal to the following
percentage of the principal amount of each Note sold by such Agent:
Term Commission Rate
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
Address for Notice to Agents:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, New York 10036
Attention: Manager - Continuously Offered Products
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Investment Banking
Information Center
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Salomon Brothers Inc
Seven World Trade Center, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Chase Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number:
Telephone number:
▇▇▇▇▇▇ Brothers Inc.
3 World Financial Center, 9th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Desk
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Securities to be delivered by book-entry transfer.
SCHEDULE II
INTERNATIONAL LEASE FINANCE CORPORATION
(A California corporation)
Medium-Term Notes, Series J
TERMS AGREEMENT
________________, 199__
International Lease Finance Corporation
1999 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Re: Distribution Agreement dated March 10, 1998
The undersigned agrees to purchase the following
principal amount of Notes $___________
Interest Rate:
Date of Maturity:
Redemption Date:
Purchase Price: ___%
Settlement Date and Time:
Exceptions, if any, to Section 4(k) of the Distribution Agreement:
[The certificate referred to in Section 4(h) of the
Distribution Agreement, the opinions referred to in Section 4(i) of
the Distribution Agreement and the accountants' letter referred to
in Section 4(j) of the Distribution Agreement will be required.)
By: _________________________
Name:
Title:
Accepted:
International Lease Finance
Corporation
By: _________________________
Name:
Title:
EXHIBIT A
Medium-Term Notes Administrative Procedures
(Attached)
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(DATED AS OF MARCH 10, 1998)
Medium-Term Notes, Series J (the "Notes"), in the
aggregate principal amount of up to U.S. $750,000,000 are to be
offered on a continuing basis by International Lease Finance
Corporation (the "Company") through ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated, Salomon Brothers Inc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, BancAmerica ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ Brothers Inc., and
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., who, as agents (each an "Agent," and,
collectively, the "Agents"), have agreed to use their best
efforts to solicit offers to purchase the Notes from the Company.
The Agents may also purchase Notes as principal for resale.
The Notes are being sold pursuant to a Distribution
Agreement, dated March 10, 1998 (the "Distribution Agreement"),
by and between the Company and the Agents. The Notes will be
issued pursuant to an Indenture (the "Indenture"), dated as of
November 1, 1991, between the Company and First Trust National
Association (successor to Continental Bank, National
Association), as trustee (the "Trustee"). A Registration
Statement (the "Registration Statement", which term shall include
any additional registration statements filed in connection with
the Notes as provided in the introductory paragraph of the
Distribution Agreement) with respect to the Notes has been filed
with the Securities and Exchange Commission (the "Commission").
The most recent basic Prospectus included in the Registration
Statement, as supplemented with respect to the Notes, is herein
referred to as the "Prospectus Supplement." The most recent
supplement to the Prospectus with respect to the specific terms
of the Notes is herein referred to as the "Pricing Supplement."
The Notes will either be issued (a) in book-entry form
and represented by one or more fully registered Notes (each, a
"Book-Entry Note") delivered to the Trustee, as agent for The
Depository Trust Company ("DTC"), and recorded in the book-entry
system maintained by DTC, or (b) in certificated form delivered
to the purchaser thereof or a person designated by such
purchaser. Owners of beneficial interests in Notes issued in
book-entry form will be entitled to physical delivery of Notes in
certificated form equal in principal amount to their respective
beneficial interests only upon certain limited circumstances
described in the Prospectus.
General procedures relating to the issuance of all
Notes are set forth in Part I hereof. Additionally, Notes issued
in book-entry form will be issued in accordance with the
procedures set forth in Part II hereof and Notes issued in
certificated form will be issued in accordance with the
procedures set forth in Part III hereof. Capitalized terms used
herein that are not otherwise defined shall have the meanings
ascribed thereto in the Indenture or the Notes, as the case may
be.
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of
its authentication by the Trustee. Each
Note shall also bear an original issue date
(the "Original Issue Date"). The Original
Issue Date shall remain the same for all Notes
subsequently issued upon transfer,
exchange or substitution of an original Note
regardless of their dates of authentication.
Maturities: Each Note will mature on a date selected by
the purchaser and agreed to by the Company which
is not less than nine months from its Original Issue
Date; provided, however, that Notes bearing
interest at rates determined by reference to
selected indices ("Floating Rate Notes") will mature
on an Interest Payment Date.
Registration: Notes will be issued only in fully registered form.
Calculation of
Interest: In the case of Notes bearing interest at fixed rates
("Fixed Rate Notes") interest (including payments for
partial periods) will be calculated and paid on the
basis of a 360-day year of twelve 30-day months.
In the case of Floating Rate Notes, interest will
be calculated and paid on the basis of the actual
number of days in the interest period divided by 360
for CD Rate, Commercial Paper Rate, Eleventh District
Cost of Funds Rate, Federal Funds Rate, Prime Rate or
LIBOR Notes and on the basis of the actual
number of days in the interest period divided by the
actual number of days in the year for CMT Rate or
Treasury Rate Notes.
Acceptance and
Rejection of Offers: The Company shall have the sole right to accept offers
to purchase Notes from the Company and may reject any
such offer in whole or in part. Each Agent shall
communicate to the Company, orally or in writing, each
reasonable offer to purchase Notes
from the Company received by it. Each Agent shall have
the right, in its discretion reasonably exercised,
without notice to the Company, to reject any offer to
purchase Notes through it in whole or in part.
Preparation of Pricing
Supplement: If any offer to purchase a Note is accepted by the
Company, the Company, with the assistance of the Agent
which presented such offer (the "Presenting Agent"),
will prepare a Pricing Supplement reflecting the terms
of such Note and file such Pricing
Supplement relating to the Notes and the plan of
distribution thereof, if changed (the "Supplemented
Prospectus"), with the Commission in accordance with
Rule 424 under the Securities Act of 1933, as amended
(the "Act"). The Presenting Agent will cause
a stickered Supplemented Prospectus to be delivered
to the purchaser of the Note.
In addition, the Company shall deliver each completed
Pricing Supplement, via next day mail or telecopy to
arrive no later than 11:00 A.M. on the Business Day
following the trade date, to the Presenting Agent at
the following locations:
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, New York 10036
Attention: Medium-Term Notes
Trading Desk/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to Salomon Brothers Inc:
Salomon Brothers Inc
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
Tritech Services
▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Final Prospectus Unit/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/2775/2776
also, for record keeping purposes,
please send a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
North Tower, 10th Floor
World Financial Center
New York, NY 10281-1310
Attn: MTN Product Management
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇:
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: MTN Product Management
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to Chase Securities Inc.
Chase Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Medium-Term Note Desk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇ Brothers Inc.:
▇▇▇▇▇▇ Brothers Inc.
c/o ADP
Prospectus Services
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
also for record keeping purposes, please send
a copy to:
▇▇▇▇▇▇ Brothers Inc.
Ninth Floor
3 World Financial Center
New York, New York 10285-0900
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note
Desk/▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
In each instance that a Pricing Supplement
is prepared, the Agents will affix the Pricing
Supplement to Supplemented Prospectuses prior
to their use. Outdated Pricing Supplements, and
the Supplemented Prospectuses to which they are
attached (other than those retained for files)
will be destroyed.
Settlement: The receipt of immediately available funds by
the Company in payment for a Note and the authentication
and delivery of such Note shall, with respect to such
Note, constitute "settlement." Offers accepted by the
Company will be settled from three to five
Business Days after the Company's acceptance of the
offer, or at a time as the purchaser and the Company
shall agree, pursuant to the timetable for settlement
set forth in Parts II and III hereof
under "Settlement Procedures" with respect to Book-Entry
Notes and Certificated Notes, respectively. If
procedures A and B of the applicable Settlement
Procedures with respect to a particular offer are
not completed on or before the time set forth under the
applicable "Settlement Procedures Timetable," such offer
shall not be settled until the Business Day following
the completion of settlement procedures A and B or such
later date as the purchaser and the Company shall agree.
In the event of a purchase of Notes by any Agent
as principal, appropriate settlement details will be
as agreed between the Agent and the Company pursuant
to the applicable Terms Agreement.
Procedure for Changing
Rates or Other
Variable Terms: When a decision has been reached to change the interest
rate or any other variable term on any Notes being
sold by the Company, the Company will promptly advise
the Agents and the Agents will forthwith suspend
solicitation of offers to purchase such Notes.
The Agents will telephone the Company with
recommendations as to the changed interest rates or
other variable terms. At such time as the Company
advises the Agents of the new interest rates or
other variable terms, the Agents may resume solicitation
of offers to purchase such Notes. Until such time only
"indications of interest" may be recorded. Immediately
after acceptance by the Company of an offer to purchase
at a new interest rate or new variable term, the Company,
the Presenting Agent and the Trustee shall follow the
procedures set forth under the applicable "Settlement
Procedures."
Suspension of
Solicitation;
Amendment
or Supplement: The Company may instruct the Agents to suspend
solicitation of purchases at any time. Upon receipt of
such instructions the Agents will forthwith suspend
solicitation of offers to purchase from the Company
until such time as the Company has advised them
that solicitation of offers to purchase may be resumed.
If the Company decides to amend the Registration
Statement (including incorporating any documents by
reference therein) or supplement any of such documents
(other than to change rates or other
variable terms), it will promptly advise the Agents and
will furnish the Agents and their counsel with copies of
the proposed amendment (including any document proposed
to be incorporated by reference therein) or supplement.
One copy of such filed document, along with a copy of
the cover letter sent to the Commission, will be
delivered or mailed to the Agents at the
following respective addresses:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Attention: Manager - Continuously
Offered Products
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
World Financial Center, North Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management
Salomon Brothers Inc
31st Floor
Seven World Trade Center
New York, New York 10048
Attention: Medium-Term Note
Department
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chase Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Desk
▇▇▇▇▇▇ Brothers Inc.
12th Floor
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-0900
Attention: Medium-Term Note
Department
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note
Desk/▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
In the event that at the time the solicitation of offers to
purchase from the Company is suspended (other than to change
interest rates or other variable terms) there shall be any
orders outstanding which have not been settled, the Company
will promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the
Prospectus as theretofore amended and/or supplemented as in
effect at the time of the suspension may be delivered in
connection with the settlement of such orders. The
Company will have the sole responsibility for such decision
and for any arrangements which may be made in the event
that the Company determines that such orders may not be
settled or that copies of such Prospectus may
not be so delivered.
Delivery of
Prospectus: A copy of the most recent Prospectus, Prospectus Supplement
and Pricing Supplement must accompany or precede the earlier
of (a) the written confirmation of a sale sent to a customer
or his agent and (b) the delivery of Notes to a customer or
his agent.
Authenticity of
Signatures: The Agents will have no obligations or liability to the
Company or the Trustee in respect of the authenticity of
the signature of any officer, employee or agent of the
Company or the Trustee on any Note.
Documents Incorporated
by Reference: The Company shall supply the Agents with an adequate
supply of all documents incorporated by reference in the
Registration Statement.
Business Day: "Business Day" means any day that is not a Saturday or Sunday,
and that, in The City of New York (and with respect to LIBOR
Notes, the City of London), is not a day on which banking
institutions are generally obligated or authorized by law to
close.
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in
book-entry form for eligibility in the book-entry system
maintained by DTC, the Trustee will perform the custodial,
document control and administrative functions described below, in
accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to DTC (the
"Certificate Agreement"), and its obligations as a participant in
DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance:
All Fixed Rate Notes issued in book-entry form having the same
Original Issue Date, interest rate and Stated Maturity
(collectively, the "Fixed Rate Terms") will be represented
initially by a single global security in fully registered form
without coupons (each, a "Book-Entry Note"); and all Floating
Rate Notes issued in book-entry form having the same Original
Issue Date, base rate upon which interest may be determined
(each, a "Base Rate"), which may be the Commercial Paper Rate,
the Treasury Rate, LIBOR, the CD Rate, the CMT Rate, the Eleventh
District Cost of Funds Rate, the Federal Funds Rate, the Prime
Rate, any other rate set forth by the Company, Initial Interest
Rate, Index Maturity, Spread or Spread Multiplier, if any, the
minimum interest rate, if any, the maximum interest rate, if any,
and the Stated Maturity (collectively, "Floating Rate Terms")
will be represented initially by a single Book-Entry Note.
Each Book-Entry Note will be dated and issued as of the date of
its authentication by the Trustee. Each Book-Entry Note will
bear an Interest Accrual Date, which will be (a) with respect to
an original Book-Entry Note (or any portion thereof), its
Original Issue Date and (b) with respect to any Book-Entry Note
(or portion thereof) issued subsequently upon exchange of a Book-
Entry Note or in lieu of a destroyed, lost or stolen Book-Entry
Note, the most recent Interest Payment Date to which interest has
been paid or duly provided for on the predecessor Book-Entry Note
or Notes (or if no such payment or provision has been made, the
Original Issue Date of the predecessor Book-Entry Note or Notes),
regardless of the date of authentication of such subsequently
issued Book-Entry Note. No Book-Entry Note shall represent any
Note issued in certificated form.
Identification:
The Company has arranged with the CUSIP Service Bureau of
Standard & Poor's Corporation (the "CUSIP Service Bureau") for
the reservation of approximately 900 CUSIP numbers which have
been reserved for and relating to Book-Entry Notes and the
Company has delivered to the Trustee and DTC such list of such
CUSIP numbers. The Company will assign CUSIP numbers to Book-
Entry Notes as described below under Settlement Procedure B. DTC
will notify the CUSIP Service Bureau periodically of the CUSIP
numbers that the Company has assigned to Book-Entry Notes. The
Trustee will notify the Company at any time when fewer than 100
of the reserved CUSIP numbers remain unassigned to Book-Entry
Notes, and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Book-Entry Notes.
Upon obtaining such additional CUSIP numbers, the Company will
deliver a list of such additional numbers to the Trustee and DTC.
Book-Entry Notes having an aggregate principal amount in excess
of $150,000,000 and otherwise required to be represented by the
same Global Certificate will instead be represented by two or
more Global Certificates which shall all be assigned the same
CUSIP number.
Registration:
Each Book-Entry Note will be registered in the name of Cede &
Co., as nominee for DTC, on the register maintained by the
Trustee under the Indenture. The beneficial owner of a Note
issued in book-entry form (i.e., an owner of a beneficial
interest in a Book-Entry Note) (or one or more indirect
participants in DTC designated by such owner) will designate one
or more participants in DTC (with respect to such Note issued in
book-entry form, the "Participants") to act as agent for such
beneficial owner in connection with the book-entry system
maintained by DTC, and DTC will record in book-entry form, in
accordance with instructions provided by such Participants, a
credit balance with respect to such Note issued in book-entry
form in the account of such Participants. The ownership interest
of such beneficial owner in such Note issued in book-entry form
will be recorded through the records of such Participants or
through the separate records of such Participants and one or more
indirect participants in DTC.
Transfers:
Transfers of a Book-Entry Note will be accomplished by book
entries made by DTC and, in turn, by Participants (and in certain
cases, one or more indirect participants in DTC) acting on behalf
of beneficial transferors and transferees of such Book-Entry
Note.
Exchanges:
The Trustee may deliver to DTC and the CUSIP Service Bureau at
any time a written notice specifying (a) the CUSIP numbers of two
or more Book-Entry Notes Outstanding on such date that represent
Book-Entry Notes having the same Fixed Rate Terms or Floating
Rate Terms, as the case may be, (other than Original Issue Dates)
and for which interest has been paid to the same date; (b) a
date, occurring at least 30 days after such written notice is
delivered and at least 30 days before the next Interest Payment
Date for the related Notes issued in book-entry form, on which
such Book-Entry Notes shall be exchanged for a single replacement
Book-Entry Note; and (c) a new CUSIP number, obtained from the
Company, to be assigned to such replacement Book-Entry Note.
Upon receipt of such a notice, DTC will send to its participants
(including the Trustee) a written reorganization notice to the
effect that such exchange will occur on such date. Prior to the
specified exchange date, the Trustee will deliver to the CUSIP
Service Bureau written notice setting forth such exchange date
and the new CUSIP number and stating that, as of such exchange
date, the CUSIP numbers of the Book-Entry Notes to be exchanged
will no longer be valid. On the specified exchange date, the
Trustee will exchange such Book-Entry Notes for a single Book-
Entry Note bearing the new CUSIP number and the CUSIP numbers of
the exchanged Book-Entry Notes will, in accordance with CUSIP
Service Bureau procedures, be cancelled and not immediately
reassigned. Notwithstanding the foregoing, if the Book-Entry
Notes to be exchanged exceed $150,000,000 in aggregate principal
amount, one replacement Book-Entry Note will be authenticated and
issued to represent $150,000,000 of principal amount of the
exchanged Book-Entry Notes and an additional Book-Entry Note or
Notes will be authenticated and issued to represent any remaining
principal amount of such Book-Entry Notes (See "Denominations"
below).
Denominations:
All Notes issued in book-entry form will be denominated in U.S.
dollars. Notes issued in book-entry form will be issued in
denominations of $1,000 and any larger denomination which is an
integral multiple of $1,000. Book-Entry Notes will be
denominated in principal amounts not in excess of $150,000,000.
If one or more Notes issued in book-entry form having an
aggregate principal amount in excess of $150,000,000 would, but
for the preceding sentence, be represented by a single Book-Entry
Note, then one Book-Entry Note will be issued to represent
$150,000,000 principal amount of such Note or Notes issued in
book-entry form and an additional Book-Entry Note or Notes will
be issued to represent any remaining principal amount of such
Note or Notes issued in book-entry form. In such a case, each of
the Book-Entry Notes representing such Note or Notes issued in
book-entry form shall be assigned the same CUSIP number.
Interest:
General. Interest on each Note issued in book-entry form will
accrue from the Interest Accrual Date of the Book-Entry Note
representing such Note. Each payment of interest on a Note
issued in book-entry form will include interest accrued through
and including the day preceding, as the case may be, the Interest
Payment Date (provided that in the case of Floating Rate Notes
which reset daily or weekly, interest payments will include
interest accrued to and including the Regular Record Date
immediately preceding the Interest Payment Date), or the Stated
Maturity (the date on which the principal of a Note becomes due
and payable as provided in the Indenture, whether at the Stated
Maturity or by declaration of acceleration, redemption, repayment
or otherwise is referred to herein as the "Maturity"). Interest
payable at Maturity of a Note issued in book-entry form will be
payable to the Person to whom the principal of such Note is
payable. DTC will arrange for each pending deposit message
described under Settlement Procedure C below to be transmitted to
Standard & Poor's which will use the information in the message
to include certain terms of the related Book-Entry Note in the
appropriate daily bond report published by Standard & Poor's.
Regular Record Dates. Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Date with
respect to any Interest Payment Date for a Fixed Rate Note or a
Floating Rate Note shall be the close of business on the date 15
calendar days (whether or not a Business Day) preceding such
Interest Payment Date.
Interest Payment Dates. Interest payments will be made on each
Interest Payment Date commencing with the first Interest Payment
Date following the Original Issue Date; provided, however, the
first payment of interest on any Book-Entry Note originally
issued between a Regular Record Date and an Interest Payment Date
will occur on the Interest Payment Date following the next
Regular Record Date.
If an Interest Payment Date with respect to any Floating Rate
Note issued in book-entry form would otherwise fall on a day that
is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day
with respect to such Note, except that in the case of a LIBOR
Note, if such day falls in the next calendar month, such Interest
Payment Date will be the preceding day that is a London Business
Day.
Fixed Rate Notes. Unless otherwise specified in the applicable
Pricing Supplement, interest payments on Fixed Rate Notes issued
in book-entry form will be made semi-annually on April 15 and
October 15 of each year and at Maturity.
Floating Rate Notes. Interest payments on Floating Rate Notes
issued in book-entry form will be made as specified in the
Floating Rate Note.
Notice of Interest Payments and Regular Record Dates. On the
first Business Day of March, June, September and December of each
year, the Trustee will deliver to the Company and DTC a written
list of Regular Record Dates and Interest Payment Dates that will
occur during the six-month period beginning on such first
Business Day with respect to Floating Rate Notes issued in book-
entry form. Promptly after each Interest Determination Date for
Floating Rate Notes issued in book-entry form, the Trustee will
notify Standard & Poor's of the interest rates determined on such
Interest Determination Date.
Payments of Principal
and Interest:
Payments of Interest Only. Promptly after each Regular Record
Date, the Trustee will deliver to the Company and DTC a written
notice specifying by CUSIP number the amount of interest to be
paid on each Book-Entry Note on the following Interest Payment
Date (other than an Interest Payment Date coinciding with
Maturity) and the total of such amounts. DTC will confirm the
amount payable on each Book-Entry Note on such Interest Payment
Date by referring to the daily bond reports published by Standard
& Poor's. On such Interest Payment Date, the Company will pay to
the Trustee, and the Trustee in turn will pay to DTC, such total
amount of interest due (other than at Maturity), at the times and
in the manner set forth below under "Manner of Payment".
Payments at Maturity. On or about the first Business Day of
each month, the Trustee will deliver to the Company and DTC a
written list of principal, interest and premium, if any, to be
paid on each Book-Entry Note maturing either at Stated Maturity
or on a Redemption Date in the following month. The Trustee, the
Company and DTC will confirm the amounts of such principal and
interest payments with respect to a Book-Entry Note on or about
the fifth Business Day preceding the Maturity of such Book-Entry
Note. At such Maturity the Company will pay to the Trustee, and
the Trustee in turn will pay to DTC, the principal amount of such
Note, together with interest and premium, if any, due at such
Maturity, at the times and in the manner set forth below under
"Manner of Payment". If any Maturity of a Book-Entry Note is not
a Business Day, the payment due on such day shall be made on the
next succeeding Business Day and no interest shall accrue on such
payment for the period from and after such Maturity. Promptly
after payment to DTC of the principal, interest and premium, if
any, due at the Maturity of such Book-Entry Note, the Trustee
will cancel such Book-Entry Note and deliver it to the Company
with an appropriate debit advice. On the first Business Day of
each month, the Trustee will deliver to the Company a written
statement indicating the total principal amount of Outstanding
Book-Entry Notes as of the immediately preceding Business Day.
Manner of Payment. The total amount of any principal, premium,
if any, and interest due on Book-Entry Notes on any Interest
Payment Date or at Maturity shall be paid by the Company to the
Trustee in funds available for use by the Trustee as of 9:30
a.m., New York City time, on such date. The Company will make
such payment on such Book-Entry Notes by instructing the Trustee
to withdraw funds from an account maintained by the Company at
the Trustee. The Company will confirm such instructions in
writing to the Trustee. Prior to 10:00 a.m., New York City time,
on such date or as soon as possible thereafter, the Trustee will
pay by separate wire transfer (using Fedwire message entry
instructions in a form previously specified by DTC) to an account
at the Federal Reserve Bank of New York previously specified by
DTC, in funds available for immediate use by DTC, each payment of
interest, principal and premium, if any, due on a Book-Entry Note
on such date. Thereafter on such date, DTC will pay, in
accordance with its SDFS operating procedures then in effect,
such amounts in funds available for immediate use to the
respective Participants in whose names such Notes are recorded in
the book-entry system maintained by DTC. Neither the Company nor
the Trustee shall have any responsibility or liability for the
payment by DTC of the principal of, or interest on, the Book-
Entry Notes to such Participants.
Withholding Taxes. The amount of any taxes required under
applicable law to be withheld from any interest payment on a Note
will be determined and withheld by the Participant, indirect
participant in DTC or other Person responsible for forwarding
payments and materials directly to the beneficial owner of such
Note.
Settlement
Procedures:
Settlement Procedures with regard to each Note in book-entry form
sold by each Agent, as agent of the Company, will be as follows:
A. The Presenting Agent will advise the Company by telephone of
the following Settlement Information:
1. Taxpayer identification number
of the purchaser.
2. Principal amount of the Note.
3. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment dates, if any
Floating Rate Notes:
a) designation (which may be "Regular Floating Rate
Note," Floating Rate/Fixed Rate Note" or "Inverse
Floating Rate Note;"
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread
multiplier, if any;
e) interest rate reset
dates;
f) interest rate reset
period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest rate, if
any;
l) minimum interest rate, if
any;
m) calculation date;
n) interest determination dates;
o) redemption or optional repayment dates, if any;
and
p) fixed rate (for Floating Rate/Fixed Rate Notes and
Inverse Floating Rate Notes) and fixed rate
commencement date (for Floating Rate/Fixed Rate
Notes).
4. Price to public of the Note.
5. Trade date.
6. Settlement Date (Original Issue Date).
7. Stated Maturity.
8. Overdue rate (if any).
9. Extension periods, if any, and final maturity date.
10. Optional reset dates, if any.
11. Net proceeds to the Company.
12. Agent's commission.
B. The Company will assign a CUSIP number to the Book-Entry
Note representing such Note and then advise the Trustee by
electronic transmission of the above settlement information
received from the Presenting Agent, such CUSIP number and
the name of the Agent.
C. The Trustee will communicate to DTC and the Agent through
DTC's Participant Terminal System, a pending deposit message
specifying the following settlement information:
1. The information set forth in
Settlement Procedure A.
2. Identification numbers of the participant accounts
maintained by DTC on behalf of the Trustee and the
Agent.
3. Identification as a Fixed Rate Book-Entry Note or
Floating Rate Book-Entry Note.
4. Initial Interest Payment Date for such Note, number of
days by which such date succeeds the related record
date for DTC purposes (or, in the case of Floating Rate
Notes which reset daily or weekly, the date five
calendar days preceding the Interest Payment Date) and,
if then calculable, the amount of interest payable on
such Interest Payment Date (which amount shall have
been confirmed by the Trustee).
5. CUSIP number of the Book-Entry
Note representing such Note.
6. Whether such Book-Entry Note
represents any other Notes
issued or to be issued in
book-entry form.
7. The Trustee will advise the Presenting Agent by
telephone of the CUSIP number as soon as possible.
D. The Company will complete and deliver to the Trustee a Book-
Entry Note representing such Note in a form that has been
approved by the Company, the Agents and the Trustee.
E. The Trustee will authenticate the Book-Entry Note
representing such Note.
F. DTC will credit such Note to the participant account of the
Trustee maintained by DTC.
G. The Trustee will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit
such Note to the Trustee's participant account and credit
such Note to the participant account of the Presenting Agent
maintained by DTC and (ii) to debit the settlement account
of the Presenting Agent and credit the settlement account of
the Trustee maintained by DTC, in an amount equal to the
price of such Note less such Agent's commission. Any entry
of such a deliver order shall be deemed to constitute a
representation and warranty by the Trustee to DTC that (i)
the Book-Entry Note representing such Note has been issued
and authenticated and (ii) the Trustee is holding such Book-
Entry Note pursuant to the Medium Term Note Certificate
Agreement between the Trustee and DTC.
H. The Presenting Agent will enter an SDFS deliver order
through DTC's Participant Terminal System instructing DTC
(i) to debit such Note to the Presenting Agent's participant
account and credit such Note to the participant account of
the Participants maintained by DTC and (ii) to debit the
settlement accounts of such Participants and credit the
settlement account of the Presenting Agent maintained by
DTC, in an amount equal to the initial public offering price
of such Note.
I. Transfers of funds in accordance with SDFS deliver orders
described in Settlement Procedures G and H will be settled
in accordance with SDFS operating procedures in effect on
the Settlement Date.
J. The Trustee will credit to an account of the Company
maintained at the Trustee funds available for immediate use
in the amount transferred to the Trustee in accordance with
Settlement Procedure G.
K. The Trustee will send a copy of the Book-Entry Note by first
class mail to the Company together with a statement setting
forth the principal amount of Notes Outstanding as of the
related Settlement Date after giving effect to such
transaction and all other offers to purchase Notes of which
the Company has advised the Trustee but which have not yet
been settled.
L. The Agent will confirm the purchase of such Note to the
purchaser either by transmitting to the Participant with
respect to such Note a confirmation order through DTC's
Participant Terminal System or by mailing a written
confirmation to such purchaser.
Settlement Procedures
Timetable:
For orders of Notes accepted by the Company, Settlement
Procedures "A" through "L" set forth above shall be completed as
soon as possible but not later than the respective times (New
York City time) set forth below:
Settlement
Procedure Time
A-B 11:00 a.m. on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day before Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H No later than 2:00 p.m. on Settlement Date
I 4:45 p.m. on Settlement Date
▇-▇ 5:00 p.m. on Settlement Date
If a sale is to be settled more than one Business Day after the
sale date, Settlement Procedures A, B and C may, if necessary, be
completed at any time prior to the specified times on the first
Business Day after such sale date. In connection with a sale
which is to be settled more than one Business Day after the trade
date, if the initial interest rate for a Floating Rate Note is
not known at the time that Settlement Procedure A is completed,
Settlement Procedures B and C shall be completed as soon as such
rates have been determined, but no later than 11:00 a.m. and 2:00
p.m., New York City time, respectively, on the second Business
Day before the Settlement Date. Settlement Procedure I is
subject to extension in accordance with any extension of Fedwire
closing deadlines and in the other events specified in the SDFS
operating procedures in effect on the Settlement Date.
If settlement of a Note issued in book-entry form is rescheduled
or cancelled, the Trustee will deliver to DTC, through DTC's
Participant Terminal system, a cancellation message to such
effect by no later than 2:00 p.m., New York City time, on the
Business Day immediately preceding the scheduled Settlement Date.
Failure to Settle:
If the Trustee fails to enter an SDFS deliver order with respect
to a Book-Entry Note issued in book-entry form pursuant to
Settlement Procedure G, the Trustee may deliver to DTC, through
DTC's Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Note to the
participant account of the Trustee maintained at DTC. DTC will
process the withdrawal message, provided that such participant
account contains a principal amount of the Book-Entry Note
representing such Note that is at least equal to the principal
amount to be debited. If withdrawal messages are processed with
respect to all the Notes represented by a Book-Entry Note, the
Trustee will mark such Book-Entry Note "cancelled", make
appropriate entries in its records and send such cancelled Book-
Entry Note to the Company. The CUSIP number assigned to such
Book-Entry Note shall, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately reassigned. If
withdrawal messages are processed with respect to a portion of
the Notes represented by a Book-Entry Note, the Trustee will
exchange such Book-Entry Note for two Book-Entry Notes, one of
which shall represent the Book-Entry Notes for which withdrawal
messages are processed and shall be cancelled immediately after
issuance, and the other of which shall represent the other Notes
previously represented by the surrendered Book-Entry Note and
shall bear the CUSIP number of the surrendered Book-Entry Note.
If the purchase price for any Book-Entry Note is not timely paid
to the Participants with respect to such Note by the beneficial
purchaser thereof (or a person, including an indirect participant
in DTC, acting on behalf of such purchaser), such Participants
and, in turn, the related Agent may enter SDFS deliver orders
through DTC's Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures G and H, respectively.
Thereafter, the Trustee will deliver the withdrawal message and
take the related actions described in the preceding paragraph.
If such failure shall have occurred for any reason other than
default by the applicable Agent to perform its obligations
hereunder or under the Distribution Agreement, the Company will
reimburse such Agent on an equitable basis for its loss of the
use of funds during the period when the funds were credited to
the account of the Company.
Notwithstanding the foregoing, upon any failure to settle with
respect to a Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In
the event of a failure to settle with respect to a Note that was
to have been represented by a Book-Entry Security also
representing other Notes, the Trustee will provide, accordance
with Settlement Procedures D and E, for the authentication and
issuance of a Book-Entry Note representing such remaining Notes
and will make appropriate entries in its records.
PART III: PROCEDURES FOR NOTES ISSUED IN
CERTIFICATED FORM
Denominations:
The Notes will be issued in denominations of U.S. $1,000 and
integral multiples of U.S. $1,000 in excess thereof.
Interest:
Each Note will bear interest in accordance with its terms.
Interest will begin to accrue on the Original Issue Date of a
Note for the first interest period and on the most recent
interest payment date to which interest has been paid for all
subsequent interest periods. Each payment of interest shall
include interest accrued to, but excluding, the date of such
payment. Unless otherwise specified in the applicable Pricing
Supplement, interest payments in respect of Fixed Rate Notes will
be made semi-annually on April 15 and October 15 of each year and
at Maturity. However, the first payment of interest on any Note
issued between a Record Date and an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding
Record Date. Unless otherwise specified in the applicable
Pricing Supplement, the Record Date for any payment of interest
shall be the close of business 15 calendar days prior to the
applicable Interest Payment Date. Interest at Maturity will be
payable to the person to whom the principal is payable.
Notwithstanding the above, in the case of Floating Rate Notes
which reset daily or weekly, interest payments shall include
accrued interest from, and including, the date of issue or from,
but excluding, the last date in respect of which interest has
been accrued and paid, as the case may be, through, and
including, the record date which is 15 calendar days immediately
preceding such Interest Payment Date (the "Record Date"), except
that at Maturity the interest payable will include interest
accrued to, but excluding, the Maturity date. For additional
special provisions relating to Floating Rate Notes, see the
Prospectus Supplement.
Payments of Principal and Interest:
Upon presentment and delivery of the Note, the Trustee will pay
the principal amount of each Note at Maturity and the final
installment of interest in immediately available funds. All
interest payments on a Note, other than interest due at Maturity,
will be made by check drawn on the Trustee and mailed by the
Trustee to the person entitled thereto as provided in the Note.
However, holders of ten million dollars or more in aggregate
principal amount of Notes (whether having identical or different
terms and provisions) shall be entitled to receive payments of
interest, other than at Maturity, by wire transfer in immediately
available funds to a designated account maintained in the United
States upon receipt by the Trustee of written instructions from
such a holder not later than the regular Record Date for the
related Interest Payment Date. Any payment of principal or
interest required to be made on an Interest Payment Date or at
Maturity of a Note which is not a Business Day need not be made
on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment
Date or at Maturity, as the case may be, and no interest shall
accrue for the period from and after such Interest Payment Date
or Maturity.
The Trustee will provide monthly to the Company a list of the
principal and interest to be paid on Notes maturing in the next
succeeding month. The Trustee will be responsible for
withholding taxes on interest paid as required by applicable law,
but shall be relieved from any such responsibility if it acts in
good faith and in reliance upon an opinion of counsel.
Notes presented to the Trustee at Maturity for payment will be
cancelled by the Trustee. All cancelled Notes held by the
Trustee shall be destroyed, and the Trustee shall furnish to the
Company a certificate with respect to such destruction.
Settlement
Procedures:
Settlement Procedures with regard to each Note purchased through
any Agent, as agent, shall be as follows:
A. The Presenting Agent will advise the Company by telephone of
the following Settlement information with regard to each
Note:
1. Exact name in which the Note is to be registered (the
"Registered Owner").
2. Exact address or addresses of the Registered Owner for
delivery, notices and payments of principal and
interest.
3. Taxpayer identification number of the Registered Owner.
4. Principal amount of the Note.
5. Denomination of the Note.
6. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment dates, if
any
Floating Rate Notes:
a) designation (which may be "Regular Floating
Rate Note," Floating Rate/Fixed Rate Note" or
"Inverse Floating Rate Note;"
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread multiplier, if any;
e) interest rate reset dates;
f) interest rate reset period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest; rate, if any;
l) minimum interest rate, if any;
m) calculation date;
n) interest determination date;
o) redemption or optional repayment dates, if
any; and
p) fixed rate (for Floating Rate/Fixed Rate
Notes and Inverse Floating Rate Notes) and
fixed rate commencement date (for Floating
Rate/Fixed Rate Notes).
7. Price to public of the Note.
8. Settlement date (Original Issue Date).
9. Stated Maturity.
10. Overdue rate (if any).
11. Extension periods, if any, and final maturity date.
12. Optional reset dates, if any.
13. Net proceeds to the Company.
14. Agent's Commission.
B. The Company shall provide to the Trustee the above
Settlement information received from the Agent and shall
cause the Trustee to issue, authenticate and deliver Notes.
The Company also shall provide to the Trustee and/or Agent a
copy of the applicable Pricing Supplement.
C. The Trustee will complete the preprinted 4-ply Note packet
containing the following documents in forms approved by the
Company, the Presenting Agent and the Trustee:
1. Note with Agent's customer confirmation.
2. Stub 1 - for Trustee.
3. Stub 2 - for Agent.
4. Stub 3 - for the Company.
D. With respect to each trade, the Trustee will deliver the
Notes and Stub 2 thereof to the Presenting Agent at the
following applicable address:
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated:
Bank of New York
Dealer Clearance Department
3rd Floor, Window ▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇
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Attention: For the Account of
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated
If to Salomon Brothers Inc:
Bank of New York
Dealer Clearance Department
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Attention: For the Account of
Salomon Brothers Inc
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
Money Markets Clearance
Concourse Level, N.S.C.C. Window
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10041
Attention: ▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇:
c/o The Bank of New York
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10286
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Account #: 076854/BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If to Chase Securities Inc.:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Window 17 or 18
If to ▇▇▇▇▇▇ Brothers Inc.:
Chase Manhattan Bank
Ground Floor, Receive Window
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, New York
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
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Attention: Medium Term Note Desk
The Trustee will keep Stub 1. The Presenting Agent will
acknowledge receipt of the Note through a broker's receipt and
will keep Stub 2. Delivery of the Note will be made only against
such acknowledgement of receipt. Upon determination that the
Note has been authorized, delivered and completed as
aforementioned, the Presenting Agent will wire the net proceeds
of the Note after deduction of its applicable commission to the
Company pursuant to standard wire instructions given by the
Company.
E. The Presenting Agent will deliver the Note (with
confirmations), as well as a copy of the Prospectus and any
applicable Prospectus Supplement or Supplements received
from the Trustee to the purchaser against payment in
immediately available funds.
F. The Trustee will send Stub 3 to the Company.
Settlement
Procedures
Timetable:
For offers accepted by the Company, Settlement Procedures "A"
through "F" set forth above shall be completed on or before the
respective times set forth below:
Settlement
Procedure Time
A-B 3:00 PM on Business Day prior to settlement
C-D 2:15 PM on day of settlement
E 3:00 PM on day of settlement
F 5:00 PM on day of settlement
Failure to Settle:
In the event that a purchaser of a Note from the Company shall
either fail to accept delivery of or make payment for a Note on
the date fixed for settlement, the Presenting Agent will
forthwith notify the Trustee and the Company by telephone,
confirmed in writing, and return the Note to the Trustee.
The Trustee, upon receipt of the Note from the Agent, will
immediately advise the Company and the Company will promptly
arrange to credit the account of the Presenting Agent in an
amount of immediately available funds equal to the amount
previously paid by such Agent in settlement for the Note. Such
credits will be made on the settlement date if possible, and in
any event not later than the Business Day following the
settlement date; provided that the Company has received notice on
the same day. If such failure shall have occurred for any reason
other than failure by such Agent to perform its obligations
hereunder or under the Distribution Agreement, the Company will
reimburse such Agent on an equitable basis for its loss of the
use of funds during the period when the funds were credited to
the account of the Company. Immediately upon receipt of the Note
in respect of which the failure occurred, the Trustee will cancel
and destroy the Note, make appropriate entries in its records to
reflect the fact that the Note was never issued, and accordingly
notify in writing the Company.