Exhibit 4.2
R- __ $_______________
INTERNATIONAL LEASE FINANCE CORPORATION
Floating Rate Notes due January 13, 2005
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR
ITS AGENT FOR THE REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: _________________ ($___________)
MATURITY DATE: January 13, 2005
DATED DATE: January 13, 2003
CUSIP: 459745 FD2
ISIN: US459745FD24
INTEREST PAYMENT DATES: January 13, April 13, July 13, and October 13,
commencing April 13, 2003
REGULAR RECORD DATES: The date 15 calendar days prior to each interest payment
date
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal amount set forth on the face hereof on the
Maturity Date set forth on the face hereof, and to pay interest thereon, at the
interest rate set forth on the face hereof, from the dated date hereof or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly on the Interest Payment Dates set forth on the face
hereof, until the principal hereof has been paid or made available for payment.
The interest so payable, and punctually paid or provided for, on any Interest
Payment Date will, as provided in the Indenture (as hereinafter defined), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest as set forth on the face hereof (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
however, interest payable on the Maturity Date hereof will be payable to the
Person to whom the principal hereof shall be payable. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note at least
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Note will be made at the office of the Trustee
in the Borough of Manhattan, City of New York, State of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest on any Interest Payment Date (other than on the Maturity Date) may
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company, issued and to be issued
under an Indenture dated as of November 1, 2000 (herein called the "Indenture")
between the Company and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), as
amended, to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder of the Company,
the Trustee and the Holders of the Securities, and the terms upon which the
Securities are, and are to be, authenticated and delivered. All terms used in
this Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
After the completion of the issuance for which this Note is a part,
the Company may, from time to time, reopen such issuance and issue additional
Securities with the same terms (including maturity and interest payment terms)
as this Note. After such additional Securities are issued, they will be fungible
with this Note.
This Note is one of the series of Securities designated as set forth
on the face hereof. The Notes may not be redeemed prior to maturity. The Notes
will not have a sinking fund.
The Notes will bear interest from January 13, 2003 payable in
arrears on each Interest Payment Date, commencing April 13, 2003. If any
Interest Payment Date would otherwise be a day that is not a Business Day,
payment of interest on such Interest Payment Date will be postponed to the next
day that is a Business Day. The period from and including January 13, 2003 to
but excluding the first Interest Payment Date and each successive period from
and including an Interest Payment Date to but excluding the next Interest
Payment Date is herein called an "Interest Period."
The rate of interest for each Interest Period shall be 1.25% per
annum above the London interbank offered quotation ("LIBOR") for three-month
United States dollar deposits prevailing two London Business Days before the
beginning of each Interest Period as determined by The Bank of New York acting
as calculation agent in respect of the Notes (the "Calculation Agent"), in
accordance with the following provisions.
(a) On each Interest Determination Date, the Calculation Agent will
determine the rate for deposits in United States dollars for the three-month
period, commencing on the applicable LIBOR Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on the Interest
Determination Date. If fewer than two offered rates appear or no rate appears,
LIBOR on the Interest Determination Date will be determined in accordance with
the provisions described in paragraph (b) set forth below.
2
(b) With respect to an Interest Determination Date on which fewer
than two offered rates appear or no rate appears on the Designated LIBOR Page as
specified in (a) above, LIBOR will be determined according to the procedures
described below:
- The Calculation Agent will request the principal London
offices of each of four major reference banks (which may
include affiliates of the underwriters) in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in United States dollars for the three month period
commencing on the first day of the relevant Interest Period,
to prime banks in the London interbank market at approximately
11:00 A.M., London time, on the Interest Determination Date
and in a principal amount that is representative for a single
transaction in United States dollars in the market at the
time.
- If at least two quotations are so provided, then LIBOR on the
Interest Determination Date will be the arithmetic mean of the
quotations.
- If fewer than two quotations are so provided, then LIBOR on
the Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., London time, in
the applicable principal financial center, on the Interest
Determination Date by three major banks (which may include
affiliates of the underwriters) in the principal financial
center selected by the Calculation Agent for loans in United
States dollars to leading European banks for the relevant
three month period and in a principal amount that is
representative for a single transaction in United States
dollars in the market at the time.
- If the banks so selected by the Calculation Agent are not
quoting as provided above, LIBOR determined as of the Interest
Determination Date will be LIBOR in effect on that Interest
Determination Date.
"Business Day" means any day that is not a Saturday or Sunday, and
that, in The City of New York, is not a day on which banking institutions are
generally authorized or obligated by law to close. "London Business Day" means a
day on which dealings in deposits in United States dollars are transacted in the
London interbank market.
"Designated LIBOR Page" means the display on Moneyline Telerate (or
any successor service) on Telerate 3750 (or any other as may replace the page on
the service) for the purpose of displaying the London interbank rates of major
banks for United States dollars.
The "Interest Determination Date" pertaining to the beginning of an
Interest Period will be the second London Business Day preceding the LIBOR Reset
Date.
"LIBOR Reset Date" means the first day of any Interest Period.
If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the principal of all the Notes due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding, of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration
3
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office of the Trustee in the Borough of Manhattan, City of New York,
State of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
4
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal as of the Dated Date set forth on the
face hereof.
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal]
By: __________________________________
Chairman of the Board
__________________________________
President
Attest:
__________________________________
Secretary
Unless the certificate of authentication hereon has been executed by
The Bank of New York, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories or
authorized Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Date of Registration:
THE BANK OF NEW YORK, as Trustee
By ______________________________
Authorized Signatory
5
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or
regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- __________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee _________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________
______________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_____________________________________________________ Attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ________________________________
________________________________________________
________________________________________________
Notice: The signature to this assignment must
correspond with the name as written on the
face of the within instrument in every
particular, without alteration or
enlargement, or any change whatever.
6
