CONFORMED COPY
Dated 4th June, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
U.S.$2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
____________________________________
AGENCY AGREEMENT
____________________________________
XXXXX & XXXXX
London
ICM:336688.9
CONTENTS
Clause Page
1. Definitions and Interpretation.............................1
2. Appointment of Agents .....................................6
3. Issue of Global Notes......................................7
4. Exchange of Global Notes...................................8
5. Determination of End of Distribution Compliance Period.....9
6. Terms of Issue............................................10
7. Payments..................................................11
8. Determinations and Notifications in Respect of Notes......12
and Interest Determination................................14
9. Notice of any Withholding or Deduction....................14
10. Duties of the Paying Agents in Connection with Early
Redemption................................................15
11. Receipt and Publication of Notices........................16
12. Cancellation of Notes, Receipts, Coupons and Talons.......16
13. Issue of Replacement Notes, Receipts, Coupons and Talons..17
14. Copies of Documents Available for Inspection..............18
15. Meetings of Noteholders...................................18
16. Commissions and Expenses..................................18
17. Indemnity.................................................19
18. Responsibility of the Paying Agents.......................19
19. Conditions of Appointment.................................19
20. Communication Between the Parties.........................20
21. Changes in Paying Agents..................................20
22. Merger and Consolidation..................................22
23. Notification of Changes to Paying Agents..................22
24. Change of Specified Office................................22
25. Communications............................................23
26. Taxes and Stamp Duties....................................23
27. Amendments................................................23
28. Descriptive Headings......................................23
29. Governing Law and Submission to Jurisdiction..............24
30. Counterparts..............................................24
SCHEDULES
Schedule 1 Form of Calculation Agency Agreement..............25
Schedule 2 Terms and Conditions of the Notes.................32
Schedule 3 Form of Put Notice................................52
Schedule 4 Provisions for Meetings of Noteholders............53
Schedule 5 Forms of Global and Definitive Notes, Receipts,
Coupons and Talons................................60
Signatories....................................................86
AGENCY AGREEMENT
in respect of a
U.S. $2,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on 4th June, 1999 BETWEEN:
(1) INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer");
(2) CITIBANK, N.A. (the "Agent", which expression shall
include any successor agent appointed in accordance with
clause 21); and
(3) BANQUE INTERNATIONALE a LUXEMBOURG S.A. of 00, xxxxx
x'Xxxx, X-0000 Xxxxxxxxxx and CITIBANK (SWITZERLAND) of
Xxxxxxxxxxxxxx 00, XX-0000 Xxxxxx, Xxxxxxxxxxx (together
with the Agent, the "Paying Agents" and each a "Paying
Agent", which expression shall include any additional or
successor paying agent appointed in accordance with
clause 21).
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) Terms and expressions defined in the Programme Agreement
or the Notes or used in the applicable Pricing Supplement
shall have the same meanings in this Agreement, except
where the context requires otherwise or unless otherwise
stated.
(2) Without prejudice to the foregoing:
"Calculation Agency Agreement" in relation to any Series
of Notes means an agreement in or substantially in the
form of Schedule 1;
"Calculation Agent" means, in relation to the Notes of
any Series, the person appointed as calculation agent in
relation to such Notes by the Issuer pursuant to the
provisions of a Calculation Agency Agreement (or any
other agreement) and shall include any successor
calculation agent appointed in respect of such Notes;
"Conditions" means, in relation to the Notes of any
Series, the terms and conditions endorsed on or
incorporated by reference into the Note or Notes
constituting such Series, such terms and conditions being
in or substantially in the form set out in Schedule 2 or
in such other form, having regard to the terms of the
Notes of the relevant Series, as may be agreed between
the Issuer, the Agent and the relevant Dealer as modified
and supplemented by the applicable Pricing Supplement;
"Coupon" means an interest coupon appertaining to a
Definitive Note (other than a Zero Coupon Note), such
coupon being:
(i) if appertaining to a Fixed Rate Note, in the form or
substantially in the form set out in Part IVA of
Schedule 5 or in such other form, having regard to
the terms of issue
of the Notes of the relevant
Series, as may be agreed between the Issuer, the
Agent and the relevant Dealer; or
(ii) if appertaining to a Floating Rate Note or an Index
Linked Interest Note, in the form or substantially
in the form set out in Part IVB of Schedule 5 or in
such other form, having regard to the terms of issue
of the Notes of the relevant Series, as may be
agreed between the Issuer, the Agent and the
relevant Dealer; or
(iii) if appertaining to a Definitive Note which is
neither a Fixed Rate Note nor a Floating Rate Note
nor an Index Linked Interest Note, in such form as
may be agreed between the Issuer, the Agent and the
relevant Dealer,
and includes, where applicable, the Talon(s) appertaining
thereto and any replacements for Coupons and Talons
issued pursuant to Condition 10;
"Couponholders" means the several persons who are for the
time being holders of the Coupons and shall, unless the
context otherwise requires, include the holders of
Talons;
"Definitive Note" means a Note in definitive form issued
or, as the case may require, to be issued by the Issuer
in accordance with the provisions of the Programme
Agreement or any other agreement between the Issuer and
the relevant Dealer in exchange for a Global Note or part
thereof, such Definitive Note being in or substantially
in the form set out in Part III of Schedule 5 with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer and having the
Conditions endorsed thereon or, if permitted by the
relevant Stock Exchange and agreed by the Issuer and the
relevant Dealer, incorporated therein by reference and
having the applicable Pricing Supplement (or the relevant
provisions thereof) either incorporated therein or
endorsed thereon and (except in the case of a Zero Coupon
Note) having Coupons and, where appropriate, Receipts
and/or Talons attached thereto on issue;
"Distribution Compliance Period" has the meaning given to
such term in Regulation S under the Securities Act;
"Dual Currency Note" means a Note in respect of which
payments of principal and/or interest are made or to be
made in such different currencies, and at rates of
exchange calculated upon such basis or bases, as the
Issuer and the relevant Dealer may agree, as indicated in
the applicable Pricing Supplement;
"Euroclear" means Xxxxxx Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear
System;
"Fixed Rate Note" means a Note on which interest is
calculated at a fixed rate payable in arrear on a fixed
date or dates in each year and on redemption or on such
other dates as may be agreed between the Issuer and the
relevant Dealer, as indicated in the applicable Pricing
Supplement;
"Floating Rate Note" means a Note on which interest is
calculated at a floating rate, payable on an Interest
Payment Date or Interest Payment Dates as may be agreed
between the Issuer and the relevant Dealer, as indicated
in the applicable Pricing Supplement;
"Global Note" means a Temporary Global Note and/or a
Permanent Global Note, as the context may require;
"Index Linked Interest Note" means a Note in respect of
which the amount in respect of interest payable is
calculated by reference to an index and/or a formula as
the Issuer and the relevant Dealer may agree, as
indicated in the applicable Pricing Supplement;
"Index Linked Note" means an Index Linked Interest Note
and/or an Index Linked Redemption Note, as applicable;
"Index Linked Redemption Note" means a Note in respect of
which the amount in respect of principal payable is
calculated by reference to an index and/or a formula as
the Issuer and the relevant Dealer may agree, as
indicated in the applicable Pricing Supplement;
"Interest Commencement Date" means, in the case of
interest-bearing Notes, the date specified in the
applicable Pricing Supplement from and including which
such Notes bear interest, which may or may not be the
Issue Date;
"Issue Date" means, in respect of any Note, the date of
issue and purchase of such Note pursuant to clause 2 of
the Programme Agreement or any other agreement between
the Issuer and the relevant Dealer being, in the case of
any Definitive Note represented initially by a Global
Note, the same date as the date of issue of the Global
Note which initially represented such Note;
"Issue Price" means the price, generally expressed as a
percentage of the nominal amount of the Notes, at which
the Notes will be issued;
"Note" means a note issued or to be issued by the Issuer
pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Noteholders" means the several persons who are for the
time being the bearers of Notes save that, in respect of
the Notes of any Series, for so long as such Notes or any
part thereof are represented by a Global Note held on
behalf of Euroclear and Cedelbank, each person (other
than Euroclear or Cedelbank) who is for the time being
shown in the records of Euroclear or of Cedelbank as the
holder of a particular nominal amount of the Notes of
such Series (in which regard any certificate or other
document issued by Euroclear or Cedelbank as to the
nominal amount of such Notes standing to the account of
any person shall be conclusive and binding for all
purposes save in the case of manifest error) shall be
deemed to be the holder of such nominal amount of such
Notes (and the holder of the relevant Global Note shall
be deemed not to be the holder) for all purposes other
than with respect to the payment of principal or interest
on such Notes, for which purpose the bearer of the
relevant Global Note shall be treated by the Issuer and
any Paying Agent as the holder of such Notes in
accordance with and subject to the terms of the relevant
Global Note and the expressions "Noteholder", "holder of
Notes" and related expressions shall be construed
accordingly;
"outstanding" means, in relation to the Notes of any
Series, all the Notes issued other than:
(a) those Notes which have been redeemed and cancelled
pursuant to the Conditions;
(b) those Notes in respect of which the date for
redemption in accordance with the Conditions has
occurred and the redemption moneys wherefor
(including all interest (if any) accrued thereon to
the date for such redemption and any interest (if
any) payable under the Conditions after such date)
have been duly paid to or to the order of the Agent
in the manner provided herein (and where appropriate
notice to that
effect has been given to the relevant
Noteholders in accordance with the Conditions) and
remain available for payment against presentation of
the relevant Notes and/or Receipts and/or Coupons;
(c) those Notes which have been purchased and cancelled
in accordance with the Conditions;
(d) those Notes in respect of which claims have become
prescribed under the Conditions;
(e) those mutilated or defaced Notes which have been
surrendered and cancelled and in respect of which
replacements have been issued pursuant to the
Conditions;
(f) (for the purpose only of ascertaining the nominal
amount of the Notes outstanding and without
prejudice to the status for any other purpose of the
relevant Notes) those Notes which are alleged to
have been lost, stolen or destroyed and in respect
of which replacements have been issued pursuant to
the Conditions; and
(g) any Temporary Global Note to the extent that it
shall have been exchanged for Definitive Notes or a
Permanent Global Note and any Permanent Global Note
to the extent that it shall have been exchanged for
Definitive Notes in each case pursuant to its
provisions,
PROVIDED THAT for each of the following purposes, namely:
(i) the right to attend and vote at any meeting of the
Noteholders of the Series; and
(ii) the determination of how many and which Notes of the
Series are for the time being outstanding for the
purposes of Condition 14 and paragraphs 2, 5 and 6
of Schedule 4,
those Notes (if any) which are for the time being held
by, for the benefit of, or on behalf of, the Issuer or
any Subsidiary of the Issuer shall (unless and until
ceasing to be so held) be deemed not to remain
outstanding;
"Permanent Global Note" means a global note in the form
or substantially in the form set out in Part II of
Schedule 5 together with the copy of the applicable
Pricing Supplement attached thereto with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer, comprising
some or all of the Notes of the same Series issued by the
Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Programme Agreement" means the programme agreement dated
the date of this Agreement between the Issuer and the
Dealers named in it;
"Put Notice" means a notice in the form set out in
Schedule 3;
"Receipt" means a receipt attached on issue to a
Definitive Note redeemable in instalments for the payment
of an instalment of principal, such receipt being in or
substantially in the form set out in Part V of Schedule 5
or in such other form as may be agreed between the
Issuer, the Agent and the relevant Dealer and includes
any replacements for Receipts issued pursuant to
Condition 10;
"Receiptholders" means the several persons who are for
the time being holders of the Receipts;
"Reference Banks" means, in the case of a determination
of LIBOR, the principal London office of four major
banks in the London inter-bank market and, in the case
of a determination of EURIBOR, the principal Euro-zone
office of four major banks in the Euro-zone inter-bank
market, in each case selected by the Agent or as
specified in the applicable Pricing Supplement;
"Securities Act" means the United States Securities Act
of 1933, as amended;
"Series" means a Tranche of Notes together with any
further Tranche or Tranches of Notes which are (i)
expressed to be consolidated and form a single series and
(ii) identical in all respects (including as to listing)
except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices and the
expressions "Notes of the relevant Series" and "holders
of Notes of the relevant Series" and related expressions
shall be construed accordingly;
"Specified Time" means 11:00 a.m. (London time, in the
case of a determination of LIBOR, or Brussels time, in
the case of a determination of EURIBOR);
"Talon" means a talon attached on issue to a Definitive
Note (other than a Zero Coupon Note) which is
exchangeable in accordance with the provisions therein
contained for further Coupons appertaining to such Note,
such talon being in or substantially in the form set out
in Part VI of Schedule 5 or in such other form as may be
agreed between the Issuer, the Agent and the relevant
Dealer and includes any replacements for Talons issued
pursuant to Condition 10;
"Temporary Global Note" means a global note in the form
or substantially in the form set out in Part I of
Schedule 5 together with the copy of the applicable
Pricing Supplement attached thereto with such
modifications (if any) as may be agreed between the
Issuer, the Agent and the relevant Dealer, comprising
some or all of the Notes of the same Series issued by the
Issuer pursuant to the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer;
"Tranche" means Notes which are identical in all respects
(including as to listing); and
"Zero Coupon Note" means a Note on which no interest is
payable.
(3) Words denoting the singular number only shall include the
plural number also and vice versa, words denoting one
gender only shall include the other gender and words
denoting persons only shall include firms and
corporations and vice versa.
(4) All references in this Agreement to costs or charges or
expenses shall include any value added tax or similar tax
charged or chargeable in respect thereof.
(5) Any references to Notes shall, unless the context
otherwise requires, include any Global Note representing
such Notes.
(6) For the purposes of this Agreement, the Notes of each
Series shall form a separate series of Notes and the
provisions of this Agreement shall apply mutatis mutandis
separately and independently to the Notes of each Series
and in this Agreement the expressions "Notes",
"Noteholders", "Receipts", "Receiptholders", "Coupons",
"Couponholders", "Talons" and related expressions shall
be construed accordingly.
(7) All references in this Agreement to principal and/or
interest or both in respect of the Notes or to any moneys
payable by the Issuer under this Agreement shall be
construed in accordance with Condition 5(g).
(8) All references in this Agreement to the "relevant
currency" shall be construed as references to the
currency or composite currency in which payments in
respect of the relevant Notes and/or Coupons are to be
made, according to the terms thereof, if relevant.
(9) In this Agreement, clause headings are inserted for
convenience and ease of reference only and shall not
affect the interpretation of this Agreement. All
references in this Agreement to the provisions of any
statute shall be deemed to be references to that statute
as from time to time modified, extended, amended or re-
enacted or to any statutory instrument, order or
regulation made thereunder or under such re-enactment.
(10) All references in this Agreement to an agreement,
instrument or other document (including, without
limitation, this Agreement, the Programme Agreement, the
Procedures Memorandum, the Notes and any Conditions
appertaining thereto, the Receipts and the Coupons) shall
be construed as a reference to that agreement, instrument
or document as the same may be amended, modified, varied
or supplemented from time to time.
(11) Any references herein to Euroclear and/or Cedelbank
shall, whenever the context so permits, be deemed to
include a reference to any additional or alternative
clearing system (including, in the case of Notes listed
on the Paris Bourse, Sicovam SA and the Intermediaries
financiers liabilites authorised to maintain accounts
therein) approved by the Issuer and the Agent.
2. APPOINTMENT OF AGENTS
(1) The Agent is hereby appointed, and the Agent hereby
agrees to act, as agent of the Issuer, upon the terms and
subject to the conditions set out below, for the purposes
of, inter alia:
(a) completing, authenticating and delivering Temporary
Global Notes and Permanent Global Notes and (if
required) authenticating and delivering Definitive
Notes;
(b) exchanging Temporary Global Notes for Permanent
Global Notes or Definitive Notes, as the case may
be, in accordance with the terms of such Temporary
Global Notes and making all notations on such
Temporary Global Notes required in accordance with
their terms;
(c) exchanging Permanent Global Notes for Definitive
Notes in accordance with the terms of such Permanent
Global Notes and making all notations on such
Permanent Global Notes required in accordance with
their terms;
(d) paying sums due on Global Notes, Definitive Notes,
Receipts and Coupons;
(e) exchanging Talons for Coupons in accordance with the
Conditions;
(f) determining the end of the Distribution Compliance
Period applicable to each Tranche in accordance with
clause 5 below;
(g) unless otherwise specified in the applicable Pricing
Supplement, determining the interest and/or other
amounts payable in respect of the Notes in
accordance with the Conditions;
(h) arranging on behalf of and at the expense of the
Issuer for notices to be communicated to the
Noteholders in accordance with the Conditions;
(i) ensuring that, as directed by the Issuer, all
necessary action is taken to comply with any
reporting requirements of any competent authority in
respect of any relevant currency as may be in force
from time to time with respect to the Notes to be
issued under the Programme;
(j) subject to the Procedures Memorandum, submitting to
the relevant Stock Exchange such number of copies of
each Pricing Supplement which relates to Notes which
are to be listed as the relevant Stock Exchange may
reasonably require;
(k) acting as Calculation Agent in respect of Notes
where named as such in the applicable Pricing
Supplement; and
(1) performing all other obligations and duties imposed
upon it by the Conditions and this Agreement.
(2) Each Paying Agent is hereby appointed, and each Paying
Agent hereby agrees to act, as paying agent of the
Issuer, upon the terms and subject to the conditions set
out below, for the purposes of paying sums due on any
Notes, Receipts and Coupons and performing all other
obligations and duties imposed upon it by the Conditions
and this Agreement.
3. ISSUE OF GLOBAL NOTES
(1) Subject to subclause (3) below, following receipt of a
faxed copy of a Pricing Supplement signed by the Issuer,
the Issuer hereby authorises the Agent and the Agent
hereby agrees, to take the steps required of the Agent in
the Procedures Memorandum.
(2) For the purpose of subclause (1), the Agent will, inter
alia, on behalf of the Issuer:
(a) prepare a Temporary Global Note by attaching a copy
of the applicable Pricing Supplement to a copy of
the signed master Temporary Global Note;
(b) authenticate such Temporary Global Note;
(c) deliver such Temporary Global Note to the
specified common depositary of Euroclear and
Cedelbank against receipt from the common depositary
of confirmation that such common depositary is
holding the Temporary Global Note in safe custody
for the account of Euroclear and Cedelbank and
instruct Euroclear or Cedelbank or both of them (as
the case may be) unless otherwise agreed in writing
between the Agent and the Issuer (A) in the case of
Notes issued on a non-syndicated basis, to credit
the Notes represented by such Temporary Global Note
to the Agent's distribution account, and (B) in the
case of Notes issued on a syndicated basis, to hold
the Notes represented by such Temporary Global Note
to the Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned,
as applicable, security numbers (including, but not
limited to, common codes and ISINs) which are
different from the
security numbers assigned to Notes of any other
Tranche of the same Series until at least expiry of
the applicable Distribution Compliance Period of
such Tranche.
(3) The Agent shall only be required to perform its
obligations under subclause (1) above if it holds:
(a) a master Temporary Global Note duly executed by a
person or persons duly authorised to execute the
same on behalf of the Issuer, which may be used by
the Agent for the purpose of preparing Temporary
Global Notes in accordance with subclause (2); and
(b) a master Permanent Global Note duly executed by a
person or persons authorised to execute the same on
behalf of the Issuer, which may be used by the Agent
for the purpose of preparing Permanent Global Notes
in accordance with clause 4 below.
4. EXCHANGE OF GLOBAL NOTES
(1) The Agent shall determine the Exchange Date for each
Temporary Global Note in accordance with the terms
thereof. Forthwith upon determining any Exchange Date,
the Agent shall notify such determination to the Issuer,
the other Paying Agents, the relevant Dealer, Euroclear
and Cedelbank. On or after the Exchange Date, the Agent
shall deliver, upon notice from Euroclear and Cedelbank,
a Permanent Global Note or Definitive Notes, as the case
may be, in accordance with the terms of the Temporary
Global Note.
(2) Where a Temporary Global Note is to be exchanged for a
Permanent Global Note, the Agent is hereby authorised by
the Issuer and instructed:
(a) in the case of the first Tranche of any Series of
Notes, to prepare and complete a Permanent Global
Note in accordance with the terms of the Temporary
Global Note applicable to such Tranche by attaching
a copy of the applicable Pricing Supplement to a
copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of
Notes, to authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of
Notes, to deliver such Permanent Global Note to the
common depositary which is holding the Temporary
Global Note applicable to such Tranche for the time
being on behalf of Euroclear and/or Cedelbank either
in exchange for such Temporary Global Note or, in
the case of a partial exchange, on entering details
of such partial exchange of the Temporary Global
Note in the relevant spaces in Schedule Two of both
the Temporary Global Note and the Permanent Global
Note; and
(d) in any other case, to attach a copy of the
applicable Pricing Supplement to the Permanent
Global Note applicable to the relevant Series and to
enter details of any exchange in whole or part as
aforesaid.
(3) Where a Global Note is to be exchanged for Definitive
Notes in accordance with its terms, the Agent is hereby
authorised by the Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance
with the provisions of this Agreement; and
(b) to deliver such Definitive Notes to or to the order
of Euroclear and/or Cedelbank.
(4) Upon any exchange of all or a portion of an interest in
a Temporary Global Note for an interest in a Permanent
Global Note or upon any exchange of all or a portion of
an interest in a Global Note for Definitive Notes, the
relevant Global Note shall be endorsed by the Agent to
reflect the reduction of its nominal amount by the
aggregate nominal amount so exchanged and, where
applicable, the Permanent Global Note shall be endorsed
by the Agent or on its behalf to reflect the increase in
its nominal amount as a result of any exchange for an
interest in the Temporary Global Note. Until exchanged
in full, the holder of an interest in any Global Note
shall in all respects be entitled to the same benefits
under this Agreement as the holder of Definitive Notes,
Receipts and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions. The
Agent is hereby authorised on behalf of the Issuer (a)
to endorse or to arrange for the endorsement of the
relevant Global Note to reflect the reduction in the
nominal amount represented thereby by the amount so
exchanged and, if appropriate, to endorse the Permanent
Global Note to reflect any increase in the nominal
amount represented thereby and, in either case, to sign
in the relevant space on the relevant Global Note
recording such exchange and reduction or increase and
(b) in the case of a total exchange, to cancel or
arrange for the cancellation of the relevant Global
Note.
(5) The Agent shall notify the Issuer forthwith upon receipt
of a request for issue of Definitive Notes in accordance
with the provisions of a Global Note and the aggregate
nominal amount of such Global Note to be exchanged in
connection therewith. The Issuer undertakes to deliver
to the Agent sufficient numbers of executed Definitive
Notes with, if applicable, Receipts, Coupons and Talons
attached to enable the Agent to comply with its
obligations under this clause.
5. DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD
(1) In the case of a Tranche in respect of which there is
only one Dealer, the Agent will determine the end of the
Distribution Compliance Period in respect of such Tranche
as being the fortieth day following the date certified by
the relevant Dealer to the Agent as being the date as of
which distribution of the Notes of that Tranche was
completed.
(2) In the case of a Tranche in respect of which there is
more than one Dealer but which is not issued on a
syndicated basis, the Agent will determine the end of the
Distribution Compliance Period in respect of such Tranche
as being the fortieth day following the latest of the
dates certified by all the relevant Dealers to the Agent
as being the respective dates as of which distribution of
the Notes of that Tranche purchased by each such Dealer
was completed.
(3) In the case of a Tranche issued on a syndicated basis,
the Agent will determine the end of the Distribution
Compliance Period in respect of such Tranche as being the
fortieth day following the date certified by the Lead
Manager to the Agent as being the date as of which
distribution of the Notes of that Tranche was completed.
(4) Forthwith upon determining the end of the Distribution
Compliance Period in respect of any Tranche, the Agent
shall notify such determination to the Issuer, Euroclear,
Cedelbank and the relevant Dealer or Lead Manager, as the
case may be.
6. TERMS OF ISSUE
(1) The Agent shall cause all Notes delivered to and held by
it under this Agreement to be maintained in safe custody
and shall ensure that such Notes are issued only in
accordance with the provisions of this Agreement, the
Conditions and, where applicable, the relevant Global
Notes.
(2) Subject to the procedures set out in the Procedures
Memorandum, for the purposes of clause 3, the Agent is
entitled to treat a telephone, telex or facsimile
communication from a person purporting to be (and who the
Agent believes in good faith to be) the authorised
representative of the Issuer named in the list referred
to in, or notified pursuant to, clause 19(7) below, or
any other list duly provided for such purpose by the
Issuer to the Agent, as sufficient instructions and
authority of the Issuer for the Agent to act in
accordance with clause 3.
(3) In the event that a person who has signed a master Global
Note held by the Agent on behalf of the Issuer ceases to
be authorised as described in clause 19(7), the Agent
shall (unless the Issuer gives notice to the Agent that
Notes signed by that person do not constitute valid and
binding obligations of the Issuer or otherwise until
replacements have been provided to the Agent) continue to
have authority to issue Notes signed by that person, and
the Issuer hereby warrants to the Agent that such Notes
shall be valid and binding obligations of the Issuer.
Promptly upon such person ceasing to be authorised, the
Issuer shall provide the Agent with replacement master
Global Notes and the Agent shall, upon receipt of such
replacements, cancel and destroy the master Global Notes
held by it which are signed by such person and shall
provide the Issuer with a certificate of destruction in
respect thereof, specifying the master Global Notes so
cancelled and destroyed.
(4) The Agent will provide Euroclear and/or Cedelbank with
the notifications, instructions or information to be
given by the Agent to Euroclear and/or Cedelbank.
(5) If the Agent pays an amount (the "Advance") to the Issuer
on the basis that a payment (the "Payment") has been or
will be received from a Dealer and if the Payment is not
received by the Agent on the date the Agent pays the
Issuer, the Issuer shall repay to the Agent the Advance
and shall pay interest on the Advance (or the
unreimbursed portion thereof) from (and including) the
date such Advance is made to (but excluding) the earlier
of repayment of the Advance or receipt by the Agent of
the Payment (at a rate quoted at that time by the Agent
as its cost of funding the Advance, provided that
evidence of the basis of such rate is given to the
Issuer). For the avoidance of doubt, the Agent shall not
be obliged to pay any amount to the Issuer if it has not
received satisfactory confirmation that it is to receive
such amount from a Dealer.
(6) Except in the case of issues where the Agent does not act
as receiving bank for the Issuer in respect of the
purchase price of the Notes being issued, if on the
relevant Issue Date a Dealer does not pay the full
purchase price due from it in respect of any Note (the
"Defaulted Note") and, as a result, the Defaulted Note
remains in the Agent's distribution account with
Euroclear and/or Cedelbank after such Issue Date, the
Agent will continue to hold the Defaulted Note to the
order of the Issuer. The Agent shall notify the Issuer
forthwith of the failure of the Dealer to pay the full
purchase price due from it in respect of any Defaulted
Note and, subsequently, shall (i) notify the Issuer
forthwith upon receipt from the Dealer of the full
purchase price in respect of such Defaulted Note and (ii)
pay to the Issuer the amount so received.
7. PAYMENTS
(1) The Issuer will, before 10.00 a.m. (local time in the
relevant financial centre of the payment or Brussels time
in the case of a payment in euro), on each date on which
any payment in respect of any Note becomes due under the
Conditions, transfer to an account specified by the Agent
such amount in the relevant currency as shall be
sufficient for the purposes of such payment in funds
settled through such payment system as the Agent and the
Issuer may agree.
(2) Any funds paid by or by arrangement with the Issuer to
the Agent pursuant to subclause (1) shall be held in the
relevant account referred to in subclause (1) for payment
to the Noteholders, Receiptholders or Couponholders, as
the case may be, until any Notes or matured Receipts and
Coupons become void under Condition 8. In that event the
Agent shall forthwith repay to the Issuer sums equivalent
to the amounts which would otherwise have been repayable
on the relevant Notes, Receipts or Coupons.
(3) The Issuer will ensure that no later than 10.00 a.m.
(London time) on the second Business Day (as defined
below) immediately preceding the date on which any
payment is to be made to the Agent pursuant to
subclause (1), the Agent shall receive a payment
confirmation by telex from the paying bank of the Issuer.
For the purposes of this subclause, "Business Day" means
a day on which commercial banks and foreign exchange
markets settle payments in Los Angeles and London.
(4) The Agent shall notify by telex each of the other Paying
Agents forthwith:
(a) if it has not by the relevant date specified in
clause 7(1) received unconditionally the full amount
in the Specified Currency required for the payment;
and
(b) if it receives unconditionally the full amount
of any sum payable in respect of the Notes, Receipts
or Coupons after such date.
The Agent shall, at the expense of the Issuer, forthwith
upon receipt of any amount as described in subparagraph
(b), cause notice of that receipt to be published under
Condition 13.
(5) The Agent shall ensure that payments of both principal
and interest in respect of a Temporary Global Note will
only be made if certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations (in
the form set out in the Temporary Global Note) has been
received from Euroclear and/or Cedelbank in accordance
with the terms thereof.
(6) Unless it has received notice pursuant to subclause
(4)(a) above, each Paying Agent shall pay or cause to be
paid all amounts due in respect of the Notes on behalf of
the Issuer in the manner provided in the Conditions. If
any payment provided for in subclause (1) is made late
but otherwise in accordance with the provisions of this
Agreement, the relevant Paying Agent shall nevertheless
make payments in respect of the Notes as aforesaid
following receipt by it of such payment.
(7) If for any reason the Agent considers in its sole
discretion that the amounts to be received by it pursuant
to subclause (1) will be, or the amounts actually
received by it pursuant thereto are, insufficient to
satisfy all claims in respect of all payments then
falling due in respect of the Notes, no Paying Agent
shall be obliged to pay any such claims until the Agent
has received the full amount of all such payments.
(8) Without prejudice to subclauses (6) and (7), if the Agent
pays any amounts to the holders of Notes, Receipts or
Coupons or to any other Paying Agent at a time when it
has not received payment in full in respect of the
relevant Notes in accordance with subclause (1) (the
excess of the amounts so paid over the amounts so
received being the "Shortfall"), the Issuer will, in
addition to paying amounts due under subclause (1), pay
to the Agent on demand interest (at a rate which
represents the Agent's cost of funding the Shortfall) on
the Shortfall (or the unreimbursed portion thereof) until
the receipt in full by the Agent of the Shortfall.
(9) The Agent shall on demand promptly reimburse each other
Paying Agent for payments in respect of Notes properly
made by such Paying Agent in accordance with this
Agreement and the Conditions unless the Agent has
notified the relevant Paying Agent, prior to its opening
of business on the due date of a payment in respect of
the Notes, that the Agent does not expect to receive
sufficient funds to make payment of all amounts falling
due in respect of such Notes.
(10) Whilst any Notes are represented by Global Notes, all
payments due in respect of such Notes shall be made to,
or to the order of, the holder of the Global Notes,
subject to and in accordance with the provisions of the
Global Notes. On the occasion of any such payment, the
Paying Agent to which any Global Note was presented for
the purpose of making such payment shall cause the
appropriate Schedule to the relevant Global Note to be
annotated so as to evidence the amounts and dates of
such payments of principal and/or interest as
applicable.
(11) If the amount of principal and/or interest then due for
payment is not paid in full (otherwise than by reason of
a deduction required by law to be made therefrom or a
certification required by the terms of a Note not being
received), the Paying Agent to which a Note, Receipt or
Coupon (as the case may be) is presented for the purpose
of making such payment shall make a record of such
shortfall on the relevant Note, Receipt or Coupon and
such record shall, in the absence of manifest error, be
prima facie evidence that the payment in question has not
to that extent been made.
8. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND
INTEREST DETERMINATION
(1) Determinations and Notifications
(a) The Agent shall, unless otherwise specified in the
applicable Pricing Supplement, make all such
determinations and calculations (howsoever
described) as it is required to do under the
Conditions, all subject to and in accordance with
the Conditions.
(b) The Agent shall not be responsible to the Issuer or
to any third party as a result of the Agent having
acted on any quotation given by any Reference Bank
which subsequently may be found to be incorrect.
(c) The Agent shall promptly notify (and confirm in
writing to) the Issuer, the other Paying Agents and
(in respect of a Series of Notes listed on a Stock
Exchange) the relevant Stock Exchange of, inter
alia, each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates
and dates which it is obliged to determine or
calculate under the Conditions as soon as
practicable after the determination thereof and of
any subsequent amendment thereto pursuant to the
Conditions.
(d) The Agent shall use its best endeavours to cause
each Rate of Interest, Interest Amount and Interest
Payment Date and all other amounts, rates and dates
which it is obliged to determine or calculate under
the Conditions to be published as required in
accordance with the Conditions as soon as possible
after their determination or calculation.
(e) If the Agent does not at any material time for any
reason determine and/or calculate and/or publish the
Rate of Interest, Interest Amount and/or Interest
Payment Date in respect of any Interest Period or
any other amount, rate or date as provided in this
clause, it shall forthwith notify the Issuer and the
other Paying Agents of such fact.
(f) Determinations with regard to Notes (including,
without limitation, Index Linked Notes and Dual
Currency Notes) required to be made by a Calculation
Agent specified in the applicable Pricing Supplement
shall be made in the manner so specified. Unless
otherwise agreed between the Issuer and the relevant
Dealer or the Lead Manager, as the case may be, or
unless the Agent is the Calculation Agent (in which
case the provisions of this Agreement shall apply),
such determinations shall be made on the basis of a
Calculation Agency Agreement substantially in the
form of Schedule 1. Notes of any Series may specify
additional duties and obligations of any Paying
Agent, the performance of which will be agreed
between the Issuer and the relevant Paying Agent
prior to the relevant Issue Date.
(2) Interest Determination, Screen Rate Determination
including Fallback Provisions
(a) Where Screen Rate Determination is specified in the
applicable Pricing Supplement as the manner in which
the Rate of Interest is to be determined, the Rate
of Interest for each Interest Period will, subject
as provided below, be either:
(i) the offered quotation; or
(ii) the arithmetic mean (rounded if necessary to
the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum), for the
Reference Rate which appears or appear, as the case
may be, on the Relevant Screen Page as at the
Specified Time on the Interest Determination Date in
question plus or minus (as indicated in the
applicable Pricing Supplement) the Margin (if any),
all as determined by the Agent. If five or more
such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of
such quotations) and the lowest (or, if there is
more than one such lowest quotation, one only of
such quotations) shall be disregarded by the Agent
for the purpose of determining the arithmetic mean
(rounded as provided above) of such offered
quotations.
(b) If the Relevant Screen Page is not available or if,
in the case of clause 8(2)(a)(i), no such offered
quotation appears or, in the case of clause
8(2)(a)(ii), fewer than three such offered
quotations appear, in each case as at the time
specified in clause 8(2)(a) the Agent shall request
each of the Reference Banks to provide the Agent
with its offered quotation (expressed as a
percentage rate per annum) for the Reference Rate at
approximately the Specified Time on the Interest
Determination Date in question. If two or more of
the Reference Banks provide the Agent with such
offered
quotations, the Rate of Interest for such
Interest Period shall be the arithmetic mean
(rounded if necessary to the fifth decimal place
with 0.000005 being rounded upwards) of such offered
quotations plus or minus (as appropriate) the Margin
(if any), all as determined by the Agent.
(c) If on any Interest Determination Date one only or
none of the Reference Banks provides the Agent with
such offered quotations as provided in the preceding
paragraph, the Rate of Interest for the relevant
Interest Period shall be the rate per annum which
the Agent determines as being the arithmetic mean
(rounded if necessary to the fifth decimal place,
with 0.000005 being rounded upwards) of the rates,
as communicated to (and at the request of) the Agent
by the Reference Banks or any two or more of them,
at which such banks were offered, at approximately
the Specified Time on the relevant Interest
Determination Date, deposits in the Specified
Currency for a period equal to that which would have
been used for the Reference Rate by leading banks in
the London inter-bank market (if the Reference Rate
is LIBOR) or the Euro-zone inter-bank market (if the
Reference Rate is EURIBOR) plus or minus (as
appropriate) the Margin (if any) or, if fewer than
two of the Reference Banks provide the Agent with
such offered rates, the offered rate for deposits in
the Specified Currency for a period equal to that
which would have been used for the Reference Rate,
or the arithmetic mean (rounded as provided above)
of the offered rates for deposits in the Specified
Currency for a period equal to that which would have
been used for the Reference Rate, at which, at
approximately the Specified Time on the relevant
Interest Determination Date, any one or more banks
(which bank or banks is or are in the opinion of the
Issuer suitable for such purpose) informs the Agent
it is quoting to leading banks in the London inter-
bank market (if the Reference Rate is LIBOR) or the
Euro-zone inter-bank market (if the Reference Rate
is EURIBOR) plus or minus (as appropriate) the
Margin (if any), provided that, if the Rate of
Interest cannot be determined in accordance with the
foregoing provisions of this paragraph, the Rate of
Interest shall be determined as at the last
preceding Interest Determination Date (though
substituting, where a different Margin is to be
applied to the relevant Interest Period from that
which applied to the last preceding Interest Period,
the Margin relating to the relevant Interest Period,
in place of the Margin relating to that last
preceding Interest Period).
(d) If the Reference Rate from time to time in respect
of Floating Rate Notes is specified in the
applicable Pricing Supplement as being other than
LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the
applicable Pricing Supplement.
9. NOTICE OF ANY WITHHOLDING OR DEDUCTION
(1) If the Issuer is, in respect of any payment, compelled to
withhold or deduct any amount for or on account of taxes,
duties, assessments or governmental charges as
specifically contemplated under the Conditions, it shall
give notice thereof to the Agent as soon as it becomes
aware of the requirement to make such withholding or
deduction and shall give to the Agent such information as
it shall require to enable it to comply with such
requirement.
(2) If any Paying Agent is, in respect of any payment of
principal or interest in respect of the Notes, compelled
to withhold or deduct any amount for or on account of any
taxes, duties, assessments or governmental charges as
specifically contemplated under the Conditions, other
than arising under subclause (1) above or by virtue of
the relevant holder failing to perform any certification
or other requirement in respect of its Notes, it shall
give notice
thereof to the Issuer and the Agent as soon
as it becomes aware of such compulsion to withhold or
deduct.
10. DUTIES OF THE PAYING AGENTS IN CONNECTION WITH EARLY
REDEMPTION
(1) If the Issuer decides to redeem any Notes for the time
being outstanding prior to their Maturity Date in
accordance with the Conditions, the Issuer shall give
notice of such decision to the Agent stating the date on
which such Notes are to be redeemed and the nominal
amount of Notes to be redeemed not less than 15 days
before the date on which the Issuer will give notice to
the Noteholders in accordance with the Conditions of such
redemption in order to enable the Agent to undertake its
obligations herein and in the Conditions.
(2) If some only of the Notes are to be redeemed on such
date, the Agent shall, in the case of Definitive Notes,
make the required drawing in accordance with the
Conditions but shall give the Issuer reasonable notice of
the time and place proposed for such drawing and the
Issuer shall be entitled to send representatives to
attend such drawing and shall, in the case of Notes in
global form, co-ordinate the selection of Notes to be
redeemed with Euroclear and Cedelbank, all in accordance
with the Conditions.
(3) The Agent shall publish the notice required in connection
with any such redemption and shall, if applicable, at the
same time also publish a separate list of the serial
numbers of any Notes in definitive form previously drawn
and not presented for redemption. Such notice shall
specify the date fixed for redemption, the redemption
amount, the manner in which redemption will be effected
and, in the case of a partial redemption of Definitive
Notes, the serial numbers of the Notes to be redeemed.
Such notice will be published in accordance with the
Conditions. The Agent will also notify the other Paying
Agents of any date fixed for redemption of any Notes.
(4) Each Paying Agent will keep a stock of notices ("Put
Notices") in the form set out in Schedule 3 and will make
such notices available on demand to holders of Definitive
Notes, the Conditions of which provide for redemption at
the option of Noteholders. Upon receipt of any such Note
deposited in the exercise of such option in accordance
with the Conditions, the Paying Agent with which such
Note is deposited shall hold such Note (together with any
Receipts, Coupons and Talons relating to it deposited
with it) on behalf of the depositing Noteholder (but
shall not, save as provided below, release it) until the
due date for redemption of the relevant Note consequent
upon the exercise of such option, when, subject as
provided below, it shall present such Note (and any such
unmatured Receipts, Coupons and Talons) to itself for
payment of the amount due thereon together with any
interest due on such date in accordance with the
Conditions and shall pay such moneys in accordance with
the directions of the Noteholder contained in the
relevant Put Notice. If, prior to such due date for its
redemption, an Event of Default has occurred and is
continuing or such Note becomes immediately due and
repayable or if upon due presentation payment of such
redemption moneys is improperly withheld or refused, the
Paying Agent concerned shall post such Note (together
with any such Receipts, Coupons and Talons) by uninsured
post to, and at the risk of, the relevant Noteholder,
unless the Noteholder has otherwise requested and paid
the costs of such insurance to the relevant Paying Agent
at the time of depositing the Notes, at such address as
may have been given by the Noteholder in the relevant Put
Notice. At the end of each period for the exercise of
such option, each Paying Agent shall promptly notify the
Agent of the principal amount of the Notes in respect of
which such option
has been exercised with it together with their serial
numbers and the Agent shall promptly
notify such details to the Issuer.
11. RECEIPT AND PUBLICATION OF NOTICES
(1) Forthwith upon the receipt by the Agent of a demand or
notice from any Noteholder in accordance with the
Conditions, the Agent shall forward a copy thereof to the
Issuer.
(2) On behalf of and at the request and expense of the
Issuer, the Agent shall cause to be published all notices
required to be given by the Issuer to the Noteholders in
accordance with the Conditions.
12. CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS
(1) All Notes which are redeemed, all Global Notes which are
exchanged in full, all Receipts or Coupons which are paid
and all Talons which are exchanged shall be cancelled by
the Paying Agent by which they are redeemed, exchanged or
paid. In addition, all Notes which are purchased by or
on behalf of the Issuer or any of its Subsidiaries and
are surrendered to a Paying Agent for cancellation,
together (in the case of Definitive Notes) with all
unmatured Receipts, Coupons or Talons (if any) attached
thereto or surrendered therewith, shall be cancelled by
the Paying Agent to which they are surrendered. Each of
the Paying Agents shall give to the Agent details of all
payments made by it and shall deliver all cancelled
Notes, Receipts, Coupons and Talons to the Agent or as
the Agent may specify.
(2) The Agent shall deliver to the Issuer as soon as
reasonably practicable and in any event within three
months after the date of such repayment, payment,
cancellation or replacement, as the case may be, a
certificate stating:
(a) the aggregate nominal amount of Notes which have
been redeemed and the aggregate amount paid in
respect thereof;
(b) the number of Notes cancelled together (in the case
of Notes in definitive form) with details of all
unmatured Receipts, Coupons or Talons (if any)
attached thereto or delivered therewith;
(c) the aggregate amount paid in respect of interest on
the Notes;
(d) the total number by maturity date of Receipts,
Coupons and Talons so cancelled; and
(e) (in the case of Definitive Notes) the serial
numbers of such Notes.
(3) The Agent shall destroy all cancelled Notes, Receipts,
Coupons and Talons and, forthwith upon destruction,
furnish the Issuer with a certificate stating the serial
numbers of the Notes (in the case of Notes in definitive
form) and the number by maturity date of Receipts,
Coupons and Talons so destroyed.
(4) Without prejudice to the obligations of the Agent
pursuant to subclause (2), the Agent shall keep a full
and complete record of all Notes, Receipts, Coupons and
Talons (other than serial numbers of Coupons) and of
their redemption, purchase by or on behalf of the Issuer
or any of its Subsidiaries and cancellation, payment or
replacement (as the case may be) and of all replacement
Notes, Receipts, Coupons or Talons issued in substitution
for mutilated, defaced, destroyed, lost or stolen Notes,
Receipts, Coupons or Talons. The Agent shall in
respect of the Coupons of each maturity retain (in the case of
Coupons other than Talons) until the expiry of ten years
from the Relevant Date in respect of such Coupons and (in
the case of Talons) indefinitely either all paid or
exchanged Coupons of that maturity or a list of the
serial numbers of Coupons of that maturity still
remaining unpaid or unexchanged. The Agent shall at all
reasonable times make such record available to the Issuer
and any persons authorised by it for inspection and for
the taking of copies thereof or extracts therefrom.
13. ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
(1) The Issuer will cause a sufficient quantity of additional
forms of Notes, Receipts, Coupons and Talons to be
available, upon request, to the Agent at its specified
office for the purpose of issuing replacement Notes,
Receipts, Coupons and Talons as provided below.
(2) The Agent will, subject to and in accordance with the
Conditions and the following provisions of this clause,
cause to be delivered any replacement Notes, Receipts,
Coupons and Talons which the Issuer may determine to
issue in place of Notes, Receipts, Coupons and Talons
which have been lost, stolen, mutilated, defaced or
destroyed.
(3) In the case of a mutilated or defaced Note, the Agent
shall ensure that (unless otherwise covered by such
indemnity as the Issuer may reasonably require) any
replacement Note will only have attached to it Receipts,
Coupons and Talons corresponding to those (if any)
attached to the mutilated or defaced Note which is
presented for replacement.
(4) The Agent shall obtain verification in the case of an
allegedly lost, stolen or destroyed Note, Receipt, Coupon
or Talon in respect of which the serial number is known,
that the Note, Receipt, Coupon or Talon has not
previously been redeemed, paid or exchanged, as the case
may be. The Agent shall not issue any replacement Note,
Receipt, Coupon or Talon unless and until the claimant
therefor shall have:
(a) paid such costs and expenses as may be incurred in
connection therewith;
(b) furnished it with such evidence and indemnity as the
Issuer may reasonably require; and
(c) in the case of any mutilated or defaced Note,
Receipt, Coupon or Talon, surrendered it to the
Agent.
(5) The Agent shall cancel any mutilated or defaced Notes,
Receipts, Coupons and Talons in respect of which
replacement Notes, Receipts, Coupons and Talons have been
issued pursuant to this clause and shall furnish the
Issuer with a certificate stating the serial numbers of
the Notes, Receipts, Coupons and Talons so cancelled and,
unless otherwise instructed by the Issuer in writing,
shall destroy such cancelled Notes, Receipts, Coupons and
Talons and furnish the Issuer with a destruction
certificate containing the information specified in
clause 12(3).
(6) The Agent shall, on issuing any replacement Note,
Receipt, Coupon or Talon, forthwith inform the Issuer and
the other Paying Agents of the serial number of such
replacement Note, Receipt, Coupon or Talon issued and (if
known) of the serial number of the Note, Receipt, Coupon
or Talon in place of which such replacement Note,
Receipt, Coupon or Talon has been issued. Whenever
replacement Receipts, Coupons or Talons are issued
pursuant to the provisions of this clause, the Agent
shall also notify the other Paying Agents of the maturity
dates of the lost, stolen, mutilated, defaced or
destroyed Receipts, Coupons or Talons and of the
replacement Receipts, Coupons or Talons issued.
(7) The Agent shall keep a full and complete record of all
replacement Notes, Receipts, Coupons and Talons issued
and shall make such record available at all reasonable
times to the Issuer and any persons authorised by it for
inspection and for the taking of copies thereof or
extracts therefrom.
(8) Whenever any Note, Receipt, Coupon or Talon for which a
replacement Note, Receipt, Coupon or Talon has been
issued and in respect of which the serial number is known
is presented to a Paying Agent for payment, the relevant
Paying Agent shall immediately send notice thereof to the
Issuer and the other Paying Agents.
(9) The Paying Agents shall issue further Coupon sheets
against surrender of Talons. A Talon so surrendered
shall be cancelled by the relevant Paying Agent who
(except where such Paying Agent is the Agent) shall
inform the Agent of its serial number. Further Coupon
sheets issued on surrender of Talons shall carry the
same serial number as the surrendered Talon.
14. COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION
Each Paying Agent shall hold available for inspection at
its specified office during normal business hours copies
of all documents required to be so available by the
Conditions of any Notes or the rules of any relevant
Stock Exchange. For these purposes, the Issuer shall
furnish the Paying Agents with sufficient copies of each
of the relevant documents.
15. MEETINGS OF NOTEHOLDERS
(1) The provisions of Schedule 4 hereto shall apply to
meetings of the Noteholders and shall have effect in the
same manner as if set out in this Agreement.
(2) Without prejudice to subclause (1), each of the Paying
Agents on the request of any holder of Notes shall issue
voting certificates and block voting instructions in
accordance with Schedule 4 hereto and shall forthwith
give notice to the Issuer in writing of any revocation or
amendment of a block voting instruction. Each of the
Paying Agents will keep a full and complete record of all
voting certificates and block voting instructions issued
by it and will, not less than 24 hours before the time
appointed for holding a meeting or adjourned meeting,
deposit at such place as the Agent shall designate or
approve, full particulars of all voting certificates and
block voting instructions issued by it in respect of such
meeting or adjourned meeting.
16. COMMISSIONS AND EXPENSES
(1) The Issuer agrees to pay to the Agent such fees and
commissions as the Issuer and the Agent shall separately
agree in respect of the services of the Paying Agents
hereunder together with any out of pocket expenses
(including legal, printing, postage, fax, cable and
advertising expenses) incurred by the Paying Agents in
connection with their said services.
(2) The Agent will make payment of the fees and commissions
due hereunder to the other Paying Agents and will
reimburse their expenses promptly after the receipt of
the relevant moneys from the Issuer. The Issuer shall
not be responsible for any such payment or reimbursement
by the Agent to the other Paying Agents.
17. INDEMNITY
The Issuer shall indemnify each of the Paying Agents
against any losses, liabilities, costs, claims, actions,
demands or expenses (including, but not limited to, all
reasonable costs, legal fees, charges and expenses paid
or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made
against it as a result of or in connection with its
appointment or the exercise of its powers and duties
hereunder except such as may result from its own default,
negligence or bad faith or that of its officers,
directors or employees or the breach by it of the terms
of this Agreement.
18. RESPONSIBILITY OF THE PAYING AGENTS
(1) No Paying Agent shall be responsible or accountable to
anyone with respect to the validity of this Agreement or
the Notes, Receipts or Coupons or for any act or omission
by it in connection with this Agreement or any Note,
Receipt or Coupon except for its own negligence, wilful
default or bad faith, including that of its officers and
employees.
(2) No Paying Agent shall have any duty or responsibility in
case of any default by the Issuer in the performance of
its obligations under the Conditions or, in the case of
receipt of a written demand from a Noteholder or
Couponholder, with respect to such default, provided
however that forthwith upon receipt by the Agent of a
notice given by a Noteholder in accordance with Condition
9, the Agent will notify the Issuer thereof and furnish
it with a copy of such notice.
(3) Whenever in the performance of its duties under this
Agreement a Paying Agent shall deem it necessary or
desirable that any fact or matter be proved or
established by the Issuer prior to taking or suffering
any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Issuer and
delivered to such Paying Agent and such certificate
shall be a full authorisation to such Paying Agent, in
its capacity as such, for any action taken or suffered
in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
19. CONDITIONS OF APPOINTMENT
(1) Each Paying Agent shall be entitled to deal with money
paid to it by the Issuer for the purpose of this
Agreement in the same manner as other money paid to a
banker by its customers except:
(a) that it shall not exercise any right of set-off,
lien or similar claim in respect thereof; and
(b) that it shall not be liable to account to the Issuer
for any interest thereon.
(2) In acting hereunder and in connection with the Notes,
each Paying Agent shall act solely as an agent of the
Issuer and will not thereby assume any obligations
towards or relationship of agency or trust for or with
any of the owners or holders of the Notes, Receipts,
Coupons or Talons.
(3) Each Paying Agent hereby undertakes to the Issuer to
perform such obligations and duties, and shall be obliged
to perform such duties and only such duties, as are
herein, in the Conditions and in the Procedures
Memorandum specifically set forth, and no implied duties
or obligations shall be read into any such document
against any Paying Agent, other than the duty to act
honestly and in good faith and to exercise the diligence
of a reasonably prudent agent in comparable
circumstances.
(4) The Agent may consult with legal and other professional
advisers and the opinion of such advisers shall be full
and complete protection in respect of any action taken,
omitted or suffered hereunder in good faith and in
accordance with the opinion of such advisers.
(5) Each Paying Agent shall be protected and shall incur no
liability for or in respect of any action taken, omitted
or suffered in reliance upon any instruction, request or
order from the Issuer or any notice, resolution,
direction, consent, certificate, affidavit, statement,
cable, telex or other paper or document which it
reasonably believes to be genuine and to have been
delivered, signed or sent by the proper party or parties
or upon written instructions from the Issuer.
(6) Any Paying Agent and its officers, directors and
employees may become the owner of, and/or acquire any
interest in, any Notes, Receipts, Coupons or Talons with
the same rights that it or he would have had if the
Paying Agent concerned were not appointed hereunder, and
may engage or be interested in any financial or other
transaction with the Issuer and may act on, or as
depositary, trustee or agent for, any committee or body
of holders of Notes or Coupons or in connection with any
other obligations of the Issuer as freely as if the
Paying Agent were not appointed hereunder.
(7) The Issuer shall provide the Agent with a certified copy
of the list of persons authorised to execute documents
and take action on its behalf in connection with this
Agreement and shall notify the Agent immediately in
writing if any of such persons ceases to be so authorised
or if any additional person becomes so authorised
together, in the case of an additional authorised person,
with evidence satisfactory to the Agent that such person
has been so authorised.
(8) Except as ordered by a court of competent jurisdiction or
as required by law or applicable regulations, the Issuer
and each of the Paying Agents shall be entitled to treat
the bearer of any Note, Receipt or Coupon as the absolute
owner thereof (whether or not overdue and notwithstanding
any notice of ownership or writing thereon or notice of
any previous loss or theft thereof).
(9) The amount of the Programme may be increased by the
Issuer in accordance with the procedure set out in the
Programme Agreement. Upon any such increase being
effected, all references in this Agreement to the amount
of the Programme shall be deemed to be references to such
increased amount.
20. COMMUNICATION BETWEEN THE PARTIES
A copy of all communications relating to the subject
matter of this Agreement between the Issuer and any
Paying Agent (other than the Agent) shall be sent to the
Agent.
21. CHANGES IN PAYING AGENTS
(1) The Issuer agrees that, for so long as any Note is
outstanding, or until moneys for the payment of all
amounts in respect of all outstanding Notes have been
made available to the Agent and have been returned to the
Issuer, as provided herein:
(a) so long as any Notes are listed on any Stock
Exchange, there will at all times be a Paying Agent,
which may be the Agent, with a specified office in
such place as may be required by the rules and
regulations of the relevant Stock Exchange;
(b) there will at all times be an Agent; and
(c) there will at all times be a Paying Agent with a
specified office outside the European Union.
In addition, the Issuer shall forthwith appoint a Paying
Agent having a specified office in New York City in the
circumstances described in Condition 5(d). Any
variation, termination, appointment or change shall only
take effect (other than in the case of insolvency (as
provided in subclause (5) below), when it shall be of
immediate effect) after not less than 30 nor more than 45
days' prior notice thereof shall have been given to the
Noteholders in accordance with Condition 13.
(2) The Agent may (subject as provided in subclause (4)
below) at any time resign as such by giving at least
90 days' written notice to the Issuer of such intention
on its part, specifying the date on which its desired
resignation shall become effective.
(3) The Agent may (subject as provided in subclause (4)
below) be removed at any time by the Issuer on at least
45 days' notice by the filing with it of an instrument in
writing signed on behalf of the Issuer specifying such
removal and the date when it shall become effective.
(4) Any resignation under subclause (2) or removal of the
Agent under subclauses (3) or (5) shall only take effect
upon the appointment by the Issuer as hereinafter
provided, of a successor Agent and (other than in cases
of insolvency of the Agent) on the expiry of the notice
to be given under clause 23. The Issuer agrees with the
Agent that if, by the day falling 10 days before the
expiry of any notice under subclause (2), the Issuer has
not appointed a successor Agent then the Agent shall be
entitled, on behalf of the Issuer, to appoint as a
successor Agent in its place a reputable financial
institution of good standing which the Issuer shall
approve (such approval not to be unreasonably withheld or
delayed).
(5) In case at any time any Paying Agent resigns, or is
removed, or becomes incapable of acting or is adjudged
bankrupt or insolvent, or files a voluntary petition in
bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of an
administrator, liquidator or administrative or other
receiver of all or a substantial part of its property, or
admits in writing its inability to pay or meet its debts
as they mature or suspends payment thereof, or if any
order of any court is entered approving any petition
filed by or against it under the provisions of any
applicable bankruptcy or insolvency law or if a receiver
of it or of all or a substantial part of its property is
appointed or if any officer takes charge or control of it
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, a successor
Paying Agent which shall be a reputable financial
institution of good standing may be appointed by the
Issuer by an instrument in writing filed with the
successor. Upon the appointment as aforesaid of a
successor Paying Agent and acceptance by it of such
appointment and (other than in case of insolvency of the
Paying Agent when it shall be of immediate effect) upon
expiry of the notice to be given under clause 23 the
Paying Agent so superseded shall cease to be a Paying
Agent hereunder.
(6) Subject to subclause (1), the Issuer may, after prior
consultation with the Agent, terminate the appointment of
any of the other Paying Agents at any time and/or appoint
one or more
further or other Paying Agents by giving to
the Agent and to the relevant other Paying Agent at least
45 days' notice in writing to that effect (other than in
the case of insolvency).
(7) Subject to subclause (1), all or any of the Paying Agents
may resign their respective appointments hereunder at any
time by giving the Issuer and the Agent at least 45 days'
written notice to that effect.
(8) Upon its resignation or removal becoming effective, a
Paying Agent shall:
(a) in the case of the Agent, forthwith transfer all
moneys and records held by it hereunder to the
successor Agent hereunder; and
(b) be entitled to the payment by the Issuer of its
commissions, fees and expenses for the services
theretofore rendered hereunder in accordance with
the terms of clause 16.
(9) Upon its appointment becoming effective, a successor or
new Paying Agent shall, without further act, deed or
conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and
obligations of its predecessor or, as the case may be, a
Paying Agent with like effect as if originally named as
a Paying Agent hereunder.
22. MERGER AND CONSOLIDATION
Any corporation into which any Paying Agent may be merged
or converted, or any corporation with which a Paying
Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which a
Paying Agent shall be a party, or any corporation to
which a Paying Agent shall sell or otherwise transfer all
or substantially all of its assets shall, on the date
when such merger, conversion, consolidation or transfer
becomes effective and to the extent permitted by any
applicable laws, become the successor Paying Agent under
this Agreement without the execution or filing of any
paper or any further act on the part of the parties
hereto, unless otherwise required by the Issuer and
after the said effective date all references in this
Agreement to the relevant Paying Agent shall be deemed to
be references to such successor corporation. Written
notice of any such merger, conversion, consolidation or
transfer shall forthwith be given to the Issuer by the
relevant Paying Agent.
23. NOTIFICATION OF CHANGES TO PAYING AGENTS
Following receipt of notice of resignation from a Paying
Agent and forthwith upon appointing a successor or new
Paying Agent or on giving notice to terminate the
appointment of any Paying Agent, the Agent (on behalf of
and at the expense of the Issuer) shall give or cause to
be given not more than 45 days' nor less than 30 days'
notice thereof to the Noteholders in accordance with the
Conditions.
24. CHANGE OF SPECIFIED OFFICE
If any Paying Agent determines to change its specified
office it shall give to the Issuer and the Agent written
notice of such determination giving the address of the
new specified office which shall be in the same city and
stating the date on which such change is to take effect,
which shall not be less than 45 days thereafter. The
Agent (on behalf and at the expense of the Issuer) shall
within 15 days of receipt of such notice (unless the
appointment of the relevant Paying Agent is to terminate
pursuant to clause 21 on or prior to the date of such
change) give or cause to be given not more than 45 days'
nor less than 30 days' notice thereof to the Noteholders
in accordance with the Conditions.
25. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand or (but only where specifically
provided in the Procedures Memorandum) by telephone.
Each communication shall be made to the relevant party at
the telex number, fax number or address or telephone
number and, in the case of a communication by telex, fax
or letter, marked for the attention of, or (in the case
of a communication by telephone) made to, the person or
department from time to time specified in writing by that
party to the other for the purpose. The initial
telephone number, telex number, fax number and person or
department so specified by each party are set out in the
Procedures Memorandum.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of the
transmission, (if by fax) when an acknowledgement of
receipt is received, (if by telephone) when made or (if
by letter) when delivered, in each case in the manner
required by this clause. However, if a communication is
received after business hours on any business day or on a
day which is not a business day in the place of receipt
it shall be deemed to be received and become effective on
the next business day in the place of receipt. Every
communication shall be irrevocable save in respect of any
manifest error therein.
26. TAXES AND STAMP DUTIES
The Issuer agrees to pay any and all stamp and other
documentary taxes or duties which may be payable in
connection with the execution, delivery, performance and
enforcement of this Agreement.
27. AMENDMENTS
The Agent and the Issuer may agree, without the consent
of the Noteholders, Receiptholders or Couponholders, to:
(i) any modification (except as otherwise provided in
the first paragraph of Condition 14) of this
Agreement which is not prejudicial to the interests
of the Noteholders; or
(ii) any modification of the Notes, the Receipts, the
Coupons or this Agreement which is of a formal,
minor or technical nature or is made to correct a
manifest error or to comply with mandatory
provisions of the law.
Any such modification shall be binding on the
Noteholders, the Receiptholders and the Couponholders and
any such modification shall be notified to the
Noteholders in accordance with Condition 13 as soon as
practicable thereafter.
28. DESCRIPTIVE HEADINGS
The descriptive headings in this Agreement are for
convenience of reference only and shall not define or
limit the provisions hereof.
29. GOVERNING LAW AND SUBMISSION TO JURISDICTION
(1) This Agreement is governed by, and shall be construed in
accordance with, the laws of the State of New York.
(2) Each of the parties hereto hereby irrevocably agrees for
the benefit of the other parties hereto that any State or
federal courts sitting in the Borough of Manhattan, the
City of New York (the "Courts") are to have jurisdiction
to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any
suit, action or proceedings (together referred to as
"Proceedings") arising out of or in connection with this
Agreement may be brought in such courts.
Each of the parties hereto hereby irrevocably waives any
objection which it may have to the laying of the venue of
any Proceedings in any of the Courts and any claim that
any such Proceedings have been brought in an inconvenient
forum and hereby further irrevocably agrees that a
judgment in any Proceedings brought in the Courts shall
be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction.
Nothing contained in this clause shall limit any right to
take Proceedings against any party hereto in any other
court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether
concurrently or not.
Nothing herein shall affect the right to serve process in
any other manner permitted by law.
30. COUNTERPARTS
This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same Agreement and any party may
enter into this Agreement by executing a counterpart.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.
SCHEDULE 1
FORM OF CALCULATION AGENCY AGREEMENT
Dated [ ]
INTERNATIONAL LEASE FINANCE CORPORATION
EURO MEDIUM TERM NOTE PROGRAMME
_____________________________________
CALCULATION AGENCY AGREEMENT
_____________________________________
XXXXX & XXXXX
London
CALCULATION AGENCY AGREEMENT
in respect of a
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on [ ] BETWEEN:
(1) INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer"),
and
(2) [ ] of [ ]
(the "Calculation Agent", which expression shall
include any successor calculation agent appointed
hereunder).
WHEREAS:
(A) The Issuer has entered into a Programme Agreement with
the Dealers named therein dated, 4th June, 1999 (as
the same may be amended from time to time), under
which the Issuer may issue Notes ("Notes").
(B) The Notes will be issued subject to and with the
benefit of an Agency Agreement (the "Agency
Agreement") dated 4th June, 1999 (as the same may be
amended from time to time), and entered into between
the Issuer, Citibank, N.A. (the "Agent", which
expression shall include any successor Agent appointed
under the Agency Agreement) and the other parties
named therein.
NOW IT IS HEREBY AGREED that:
1. APPOINTMENT OF THE CALCULATION AGENT
The Calculation Agent is hereby appointed, and the
Calculation Agent hereby agrees to act, as Calculation
Agent in respect of each Series of Notes described in
the Schedule hereto (the "Relevant Notes") for the
purposes set out in clause 2 below, all upon the
provisions hereinafter set out. The agreement of the
parties hereto that this Agreement is to apply to each
Series of Relevant Notes shall be evidenced by the
manuscript annotation and signature in counterpart of
the Schedule hereto.
2. DUTIES OF CALCULATION AGENT
The Calculation Agent shall in relation to each series
of Relevant Notes (each a "Series") perform all the
functions and duties imposed on the Calculation Agent
by the terms and conditions of the Relevant Notes (the
"Conditions") including endorsing the Schedule hereto
appropriately in relation to each Series of Relevant
Notes.
3. EXPENSES
The arrangements in relation to expenses will be
separately agreed in relation to each issue of
Relevant Notes.
4. INDEMNITY
The Issuer shall indemnify the Calculation Agent
against any losses, liabilities, costs, claims,
actions, demands or expenses (including, but not
limited to, all reasonable costs, legal fees, charges
and expenses paid or incurred in disputing or
defending any of the foregoing) which it may incur or
which may be made against it as a result of or in
connection with its appointment or the exercise of its
powers and duties under this Agreement except such as
may result from its own default, negligence or bad
faith or that of its officers, directors or employees
or the breach by it of the terms of this Agreement.
5. CONDITIONS OF APPOINTMENT
(1) In acting hereunder and in connection with the
Relevant Notes, the Calculation Agent shall act solely
as an agent of the Issuer and will not thereby assume
any obligations towards or relationship of agency or
trust for or with any of the owners or holders of the
Relevant Notes or the receipts or coupons (if any)
appertaining thereto (the "Receipts" and the
"Coupons", respectively).
(2) In relation to each issue of Relevant Notes, the
Calculation Agent shall be obliged to perform such
duties and only such duties as are herein and in the
Conditions specifically set forth and no implied
duties or obligations shall be read into this
Agreement or the Conditions against the Calculation
Agent, other than the duty to act honestly and in good
faith and to exercise the diligence of a reasonably
prudent expert in comparable circumstances.
(3) The Calculation Agent may consult with legal and other
professional advisers and the opinion of such advisers
shall be full and complete protection in respect of
any action taken, omitted or suffered hereunder in
good faith and in accordance with the opinion of such
advisers.
(4) The Calculation Agent shall be protected and shall
incur no liability for or in respect of any action
taken, omitted or suffered in reliance upon any
instruction, request or order from the Issuer or any
notice, resolution, direction, consent, certificate,
affidavit, statement, cable, telex or other paper or
document which it reasonably believes to be genuine
and to have been delivered, signed or sent by the
proper party or parties or upon written instructions
from the Issuer.
(5) The Calculation Agent and any of its officers,
directors and employees may become the owner of, or
acquire any interest in, any Notes, Receipts or
Coupons (if any) with the same rights that it or he
would have had if the Calculation Agent were not
appointed hereunder, and may engage or be interested
in any financial or other transaction with the Issuer
and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Notes or
Coupons or in connection with any other obligations of
the Issuer as freely as if the Calculation Agent were
not appointed hereunder.
6. TERMINATION OF APPOINTMENT
(1) The Issuer may terminate the appointment of the
Calculation Agent at any time by giving to the
Calculation Agent at least 45 days' prior written
notice to that effect, provided that, so long as any
of the Relevant Notes is outstanding:
(a) such notice shall not expire less than 45 days
before any date upon which any calculation is due
to be made in respect of any Relevant Notes; and
(b) notice shall be given in accordance with the
Conditions, to the holders of the Relevant Notes
at least 30 days prior to any removal of the
Calculation Agent.
(2) Notwithstanding the provisions of subclause (1)
above, if at any time:
(a) the Calculation Agent becomes incapable of
acting, or is adjudged bankrupt or insolvent, or
files a voluntary petition in bankruptcy or makes
an assignment for the benefit of its creditors or
consents to the appointment of an administrator,
liquidator or administrative or other receiver of
all or any substantial part of its property, or
admits in writing its inability to pay or meet
its debts as they may mature or suspends payment
thereof, or if any order of any court is entered
approving any petition filed by or against it
under the provisions of any applicable bankruptcy
or insolvency law or if a receiver of it or of all
or a substantial part of its property is
appointed or if any officer takes charge or
control of the Calculation Agent or of its
property or affairs for the purpose of
rehabilitation, conservation or liquidation; or
(b) the Calculation Agent fails duly to perform any
function or duty imposed upon it by the
Conditions and this Agreement,
the Issuer may forthwith without notice terminate the
appointment of the Calculation Agent, in which
event notice thereof shall be given to the
holders of the Relevant Notes in accordance with
the Conditions as soon as practicable thereafter.
(3) The termination of the appointment pursuant to
subclause (1) or (2) above of the Calculation Agent
hereunder shall not entitle the Calculation Agent to
any amount by way of compensation but shall be without
prejudice to any amount then accrued due.
(4) The Calculation Agent may resign its appointment
hereunder at any time by giving to the Issuer at least
90 days' prior written notice to that effect.
Following receipt of a notice of resignation from the
Calculation Agent, the Issuer shall promptly give
notice thereof to the holders of the Relevant Notes in
accordance with the Conditions.
(5) Notwithstanding the provisions of subclauses (1), (2)
and (4) above, so long as any of the Relevant Notes is
outstanding, the termination of the appointment of the
Calculation Agent (whether by the Issuer or by the
resignation of the Calculation Agent) shall not be
effective unless upon the expiry of the relevant
notice a successor Calculation Agent has been
appointed. The Issuer agrees with the Calculation
Agent that if, by the day falling 10 days before the
expiry of any notice under subclauses (1) or (4), the
Issuer has not appointed a replacement Calculation
Agent, the Calculation Agent shall be entitled, on
behalf of the Issuer, to appoint as a successor
Calculation Agent in its place a reputable financial
institution of good standing which the Issuer shall
approve (such approval not to be unreasonably withheld
or delayed).
(6) Upon its appointment becoming effective, a successor
Calculation Agent shall without further act, deed or
conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if
originally named as the Calculation Agent hereunder.
(7) If the appointment of the Calculation Agent hereunder
is termnated (whether by the Issuer or by the
resignation of the Calculation Agent), the Calculation
Agent shall on the date on which such termination
takes effect deliver to the successor Calculation
Agent any records
concerning the Relevant Notes maintained by it (except
such documents and records as it is obliged by
law or regulation to retain or not to
release), but shall have no other duties or
responsibilities hereunder.
(8) Any corporation into which the Calculation Agent may be merged
or converted, or any corporation with which the Calculation Agent
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall
be a party, or any corporation to which the Calculation Agent shall
sell or otherwise transfer all or substantially all of its assets
shall, on the date when such merger, consolidation or transfer
becomes effective and to the extent permitted by any applicable
laws, become the successor Calculation Agent under this Agreement
without the execution or filing of any paper or any further act
on the part of any of the parties hereto, unless otherwise required
by the Issuer, and after the said effective date all references
in this Agreement to the Calculation Agent shall be deemed to be
references to such successor corporation. Written notice of any
such merger, conversion, consolidation or transfer shall forthwith
be given to the Issuer and the Agent by the Calculation Agent.
7. COMMUNICATIONS
(1) All communications shall be by telex, fax or letter
delivered by hand. Each communication shall be made to
the relevant party at the telex number, fax number or
address and marked for the attention of the person or
department from time to time specified in writing by
that party to the other for the purpose. The initial
telex number, fax number and person or department so
specified by each party are set out in the Procedures
Memorandum or, in the case of the Calculation Agent,
on the signature page of this Agreement.
(2) A communication shall be deemed received (if by telex)
when a confirmed answerback is received at the end of
the transmission, (if by fax) when an acknowledgement
of receipt is received or (if by letter) when
delivered, in each case in the manner required by this
clause. However, if a communication is received after
business hours on any business day or on a day which
is not a business day in the place of receipt it shall
be deemed to be received and become effective on the
next business day in the place of receipt. Every
communication shall be irrevocable save in respect of
any manifest error therein.
8. DESCRIPTIVE HEADINGS AND COUNTERPARTS
(1) The descriptive headings in this Agreement are for
convenience of reference only and shall not define or
limit the provisions hereof.
(2) This Agreement may be signed in any number of
counterparts, all of which, taken together, shall
constitute one and the same agreement and any party
may enter into this Agreement by executing a
counterpart.
9. GOVERNING LAW AND SUBMISSION TO JURISDICTION
(1) This Agreement is governed by, and shall be construed in
accordance with, the laws of the State of New York.
(2) Each party hereto hereby irrevocably agrees for the benefit
of the other party hereto that any State or federal courts sitting
in the Borough of Manhattan, the City of New York (the "Courts")
are to have jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that accordingly
any suit, action or proceedings
(together referred to as "Proceedings") arising out of or
in connection with this Agreement may be brought in such courts.
Each party hereto hereby irrevocably waives any objection
which it may have to the laying of the venue of any
Proceedings in any of the Courts and any claim that any
Proceedings have been brought in an inconvenient forum and
hereby further irrevocably agrees that a judgment in any
Proceedings brought in the Courts shall be conclusive and
binding upon it and may be enforced in the courts of any
other jurisdiction.
Nothing contained in this clause shall limit any right to
take Proceedings against the other party hereto in any
other court of competent jurisdiction, nor shall the taking
of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether
concurrently or not.
Nothing herein shall affect the right to serve process in
any manner permitted by law.
IN WITNESS whereof this Agreement has been entered into the
day and year first above written.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
[CALCULATION AGENT]
[Address of Calculation Agent]
Telex No:
Telefax No:
Attention:
By:
SCHEDULE TO THE CALCULATION AGENCY AGREEMENT
Series Issue Maturity Title and Nominal Annotation by
number Date Date Amount Calculation
Agent/Issuer
SCHEDULE 2
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes
which will be incorporated by reference into each Global Note
(as defined below) and each definitive Note, in the latter
case only if permitted by the relevant stock exchange (if any)
and agreed by the Issuer and the relevant Dealer at the time
of issue but, if not so permitted and agreed, such definitive
Note will have endorsed thereon or attached thereto such Terms
and Conditions. The applicable Pricing Supplement in relation
to any Tranche of Notes may specify other terms and conditions
which shall, to the extent so specified or to the extent
inconsistent with the following Terms and Conditions, replace
or modify the following Terms and Conditions for the purpose
of such Notes. The applicable Pricing Supplement (or the
relevant provisions thereof) will be endorsed upon, or
attached to, each Global Note and definitive Note. Reference
should be made to "Form of the Notes" for a description of the
content of Pricing Supplements which will specify which of
such terms are to apply in relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes
issued by International Lease Finance Corporation (the
"Issuer") pursuant to the Agency Agreement (as defined below).
References herein to the "Notes" shall be references to
the Notes of this Series and shall mean:
(i) in relation to any Notes represented by a global
Note (a "Global Note"), units of the lowest
Specified Denomination in the Specified Currency;
(ii) any Global Note; and
(iii) any definitive Notes issued in exchange for a
Global Note.
The Notes, the Receipts (as defined below) and the
Coupons (as defined below) have the benefit of an Agency
Agreement (such Agency Agreement as amended and/or
supplemented and/or restated from time to time, the "Agency
Agreement") dated 4 June, 1999 and made between the Issuer,
Citibank, N.A. as issuing and principal paying agent and agent
bank (the "Agent", which expression shall include any
successor agent) and the other paying agents named therein
(together with the Agent, the "Paying Agents", which
expression shall include any additional or successor paying
agents).
Interest bearing definitive Notes (unless otherwise
indicated in the applicable Pricing Supplement) have interest
coupons ("Coupons") and, if indicated in the applicable
Pricing Supplement, talons for further Coupons ("Talons")
attached on issue. Any reference herein to Coupons or coupons
shall, unless the context otherwise requires, be deemed to
include a reference to Talons or talons. Definitive Notes
repayable in instalments have receipts ("Receipts") for the
payment of the instalments of principal (other than the final
instalment) attached on issue. Global Notes do not have
Receipts, Coupons or Talons attached on issue.
The Pricing Supplement for this Note (or the relevant
provisions thereof) is attached to or endorsed on this Note
and supplements these Terms and Conditions and may specify
other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and
Conditions, replace or modify these Terms and Conditions for
the purposes of this Note. References to the "applicable
Pricing Supplement" are to the Pricing Supplement (or the
relevant provisions thereof) attached to or endorsed on this
Note.
Any reference to "Noteholders" or "holders" in relation
to any Notes shall mean the holders of the Notes and shall, in
relation to any Notes represented by a global Note, be
construed as provided below. Any reference herein to
"Receiptholders" shall mean the holders of the Receipts and
any reference herein to "Couponholders" shall mean the holders
of the Coupons and shall, unless the context otherwise
requires, include the holders of the Talons.
As used herein, "Tranche" means Notes which are identical
in all respects (including as to listing) and "Series" means a
Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a
single series and (ii) identical in all respects (including as
to listing) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.
Copies of the Agency Agreement and the applicable Pricing
Supplement are available for inspection during normal business
hours at the specified office of each of the Paying Agents
save that, if this Note is an unlisted Note of any Series, the
applicable Pricing Supplement will only be available for
inspection by a Noteholder holding one or more unlisted Notes
of that Series and such Noteholder must produce evidence
satisfactory to the relevant Paying Agent as to its holding of
such Notes and identity. The Noteholders, the Receiptholders
and the Couponholders are deemed to have notice of, and are
entitled to the benefit of, all the provisions of the Agency
Agreement and the applicable Pricing Supplement which are
applicable to them. The statements in these Terms and
Conditions include summaries of, and are subject to, the
detailed provisions of the Agency Agreement.
Words and expressions defined in the Agency Agreement or
used in the applicable Pricing Supplement shall have the same
meanings where used in these Terms and Conditions unless the
context otherwise requires or unless otherwise stated and
provided that, in the event of inconsistency between the
Agency Agreement and the applicable Pricing Supplement, the
applicable Pricing Supplement will prevail.
1 Form, Denomination and Title
The Notes are in bearer form and, in the case of
definitive Notes, serially numbered, in the Specified Currency
and the Specified Denomination(s). Notes of one Specified
Denomination may not be exchanged for Notes of another
Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note,
a Zero Coupon Note, an Index Linked Interest Note or a
combination of any of the foregoing, depending upon the
Interest Basis shown in the applicable Pricing Supplement.
This Note may be an Index Linked Redemption Note, an
Installment Note, a Dual Currency Note, a Partly Paid Note or
a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Pricing
Supplement.
Definitive Notes are issued with Coupons attached, unless
they are Zero Coupon Notes in which case references to Coupons
and Couponholders in these Terms and Conditions are not
applicable.
Subject as set out below, title to the Notes, Receipts
and Coupons will pass by delivery. The Issuer and the Paying
Agents will (except as otherwise required by law) deem and
treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and
notwithstanding any notice of ownership or writing thereon or
notice of any previous loss or theft thereof) for all purposes
but, in the case of any Global Note, without prejudice to the
provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a
Global Note held on behalf of Xxxxxx Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System
("Euroclear") and/or Cedelbank, each person (other than
Euroclear or Cedelbank) who is for the time being shown in the
records of Euroclear or of Cedelbank as the holder of a
particular nominal amount of such Notes (in which regard any
certificate or other document issued by Euroclear or Cedelbank
as to the nominal amount of such Notes standing to the account
of any person shall be conclusive and binding for all purposes
save in the case of manifest error) shall be treated by the
Issuer and the Paying Agents as the holder of such nominal
amount of such Notes for all purposes other than (except as
provided in the relevant Global Note) with respect to the
payment of principal or interest on such nominal amount of
such Notes, for which purpose the bearer of the relevant
Global Note shall be treated by the Issuer and any Paying
Agent as the holder of such nominal amount of such Notes, all
in accordance with and subject to the terms of the relevant
Global Note and the expressions "Noteholder" and "holder of
Notes" and related expressions shall be construed accordingly.
Notes which are represented by a Global Note will be
transferable only in accordance with the rules and procedures
of Euroclear and Cedelbank, as the case may be. References to
Euroclear and/or Cedelbank shall, whenever the context so
permits, be deemed to include a reference to any additional or
alternative clearing system including, in the case of Notes
listed on the Paris Bourse, Sicovam SA and the Intermediaires
financiers habilites authorised to maintain accounts therein
specified in the applicable Pricing Supplement.
2 Status of the Notes
The Notes and any relative Receipts and Coupons are
direct, unconditional, unsubordinated and, subject to the
provisions of Condition 3, unsecured obligations of the Issuer
and rank pari passu among themselves and (save for certain
obligations required to be preferred by law) equally with all
other (save as aforesaid) unsecured obligations (other than
subordinated obligations, if any) of the Issuer, from time to
time outstanding.
3 Covenants
(a) Definitions
As used in these Terms and Conditions:
"Board of Directors" means either the board of directors
of the Issuer or any committee of that board duly
authorised to act hereunder.
"Non-Restricted Subsidiary" means (i) any Subsidiary
which shall be designated by the Board of Directors as a
Non-Restricted Subsidiary, and (ii) any other Subsidiary
of which the majority of the Voting Stock is owned
directly or indirectly by one or more Non-Restricted
Subsidiaries, if such other Subsidiary is a
corporation, or in which a Non-Restricted Subsidiary is
a general partner, if such other Subsidiary is a limited
partnership.
"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Issuer, and
delivered to the Agent.
"Opinion of Counsel" means a written opinion of counsel,
who may be counsel for the Issuer.
"Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
limited liability company, unincorporated organisation or
government or any agency or political subdivision
thereof.
"Restricted Subsidiary" means any Subsidiary other than a
Non-Restricted Subsidiary.
"Subsidiary" means a corporation, partnership, limited
liability company or trust more than 50 per cent. of the
outstanding Voting Stock of which is owned, directly or
indirectly, by the Issuer or by one or more other
Subsidiaries, or by the Issuer and one or more other
Subsidiaries.
"Voting Stock" means stock or other interests evidencing
ownership in a corporation, partnership or trust which
ordinarily has voting power for the election of
directors, or other persons performing equivalent
functions, whether at all times or only so long as no
senior class of stock has such voting power by reason of
any contingency.
(b) Consolidation
The Issuer shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the
Issuer shall not permit any Person to consolidate with or
merge into the Issuer or convey, transfer or lease its
properties and assets substantially as an entirety to the
Issuer, unless:
(1) in case the Issuer shall consolidate with or merge
into another Person or convey, transfer or lease its
properties and assets substantially as an entirety
to any Person, the Person formed by such
consolidation or into which the Issuer is merged or
the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the
Issuer substantially as an entirety shall be a
corporation, partnership or trust, shall be
organised and validly existing under the laws of the
United States of America, any State thereof or the
District of Colombia and shall expressly assume, by
an instrument, executed and delivered to the Agent,
in form satisfactory to an independent financial
institution of international repute selected by the
Issuer (which may be the Agent), such satisfaction
to be recorded in writing (a "Financial
Institution's Certificate"), the due and punctual
payment of the principal of and interest on all the
Notes and the performance of every covenant in the
Notes on the part of the Issuer to be performed or
observed;
(2) immediately after giving effect to such transaction
no Event of Default (as defined in Condition 9), and
no event which, after notice or lapse of time or
both, would become an Event of Default, shall have
happened and be continuing;
(3) if, as a result of any such consolidation or merger
or such conveyance, transfer or lease, properties or
assets of the Issuer would become subject to a
mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by these
Terms and Conditions, the Issuer or such successor
Person shall take such steps as shall be necessary
effectively to secure the Notes equally and ratably
with (or, at the option of the Issuer, prior to) all
indebtedness secured thereby; and
(4) the Issuer has delivered to the Agent an Officers'
Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance,
transfer or lease and, if an instrument is required
in connection with such transaction, such instrument
comply with this Condition and that all conditions
precedent herein provided for relating to such
transaction have been complied with.
The Issuer shall promptly give notice in accordance with
Condition 13 to the Noteholders of any consolidation or merger
pursuant to this Condition 3(b) and such notice shall state
that copies of the Financial Institution's Certificate (if
required) as referred to in (1) above, and the Officers'
Certificate referred to in (4) above are available for
inspection (and copies may be obtained) at the specified
office of the Agent during normal business hours.
Upon any consolidation by the Issuer with or merger by
the Issuer into any other Person or any conveyance, transfer
or lease of the properties and assets of the Issuer
substantially as an entirety in accordance with Condition
3(b), the successor Person formed by such consolidation or
into which the Issuer is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right of power of, the Issuer
under the Notes with the same effect as if such successor
Person had been named as the Issuer herein, and thereafter,
except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under the Notes.
(c) Negative Pledge
(i) The Issuer will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any
indebtedness for borrowed money secured by a mortgage, pledge,
lien or other encumbrance of any nature (mortgages, pledges,
liens and other encumbrances being hereinafter called
"mortgage" or "mortgages") upon any property of the Issuer or
any Restricted Subsidiary, or upon any shares of stock of any
Restricted Subsidiary, without in any such case effectively
providing, concurrently with the issuance, assumption or
guarantee of any such indebtedness for borrowed money, that
the Notes (together with, if the Issuer shall so determine,
any other indebtedness of the Issuer or such Restricted
Subsidiary ranking equally with the Notes then existing or
thereafter created) shall be secured equally and ratably with
such indebtedness for borrowed money; provided, however, that
the foregoing restrictions shall not apply to:
(1) mortgages existing on 1 November, 1991;
(2) mortgages to secure the payment of all or part of
the purchase price of such property (other than
property acquired for lease to a Person other than
the Issuer or a Restricted Subsidiary) upon the
acquisition of such property by the Issuer or a
Restricted Subsidiary or to secure any indebtedness
for borrowed money incurred or guaranteed by the
Issuer or a Restricted Subsidiary prior to, at the
time of, or within 60 days after the later of the
acquisition, completion of construction or
commencement of full operation of such property,
which indebtedness for borrowed money is incurred or
guaranteed for the purpose of financing all or any
part of the purchase price thereof or construction
thereof or improvements thereon; provided, however,
that in the case of any such acquisition,
construction or improvement, the mortgage shall not
apply to any property theretofore owned by the
Issuer or a Restricted Subsidiary, other than, in
the case of any such construction or improvement,
any theretofore unimproved real property on which
the property so constructed, or the improvement, is
located;
(3) mortgages on the property of a Restricted Subsidiary
on the date it became a Restricted Subsidiary;
(4) mortgages securing indebtedness for borrowed money
of a Restricted Subsidiary owing to the Issuer or to
another Restricted Subsidiary;
(5) mortgages on property of a corporation existing at
the time such corporation is merged into or
consolidated with the Issuer or a Restricted
Subsidiary or at the time of a purchase, lease or
other acquisition of the properties of a corporation
or firm as an entirety or substantially as an
entirety by the Issuer or a Restricted Subsidiary;
(6) any replacement or successive replacement in whole
or in part of any mortgage referred to in the
foregoing clauses (1) to (5), inclusive; provided,
however, that the principal amount of the
indebtedness for borrowed money secured by the
mortgage shall not be increased and the principal
repayment schedule and maturity of such indebtedness
shall not be extended and (i) such replacement shall
be limited to all or a part of the property which
secured the mortgage so replaced (plus improvements
and construction on such property), or (ii) if the
property which secured the mortgage so replaced has
been destroyed, condemned or damaged and pursuant to
the terms of the mortgage other property has been
substituted therefor, then such replacement shall be
limited to all or part of such substituted property;
or
(7) liens created by or resulting from any litigation or
other proceeding which is being contested in good
faith by appropriate proceedings, including liens
arising out of judgments or awards against the
Issuer or any Restricted Subsidiary with respect to
which the Issuer or such Restricted Subsidiary is in
good faith prosecuting an appeal or proceedings for
review; or liens incurred by the Issuer or any
Restricted Subsidiary for the purpose of obtaining a
stay or discharge in the course of any litigation or
other proceeding to which the Issuer or such
Restricted Subsidiary is a party.
(ii) Notwithstanding the foregoing provisions of this
Condition 3(c), the Issuer and any one or more Restricted
Subsidiaries may issue, assume or guarantee indebtedness for
borrowed money secured by mortgages which would otherwise be
subject to the foregoing restrictions in an aggregate amount
which, together with all the other outstanding indebtedness
for borrowed money of the Issuer and its Restricted
Subsidiaries secured by mortgages which is not listed in
clauses (1) through (7) of subsection (i) of this Condition
3(c), does not at the
time exceed 12-1/2 per cent. of the Consolidated Net Tangible
Assets as determined by reference to the audited
consolidated financial statements of the Issuer as
of the end of the fiscal year preceding the date of
determination.
(iii) For the purposes of this Condition 3(c) only,
"Consolidated Net Tangible Assets" means the total amount of
assets (less depreciation and valuation reserves and other
reserves and items deductible from the gross book value of
specific asset amounts under generally accepted accounting
principles in the United States) which under generally
accepted accounting principles in the United States would be
included on a balance sheet of the Issuer and its Restricted
Subsidiaries, after deducting therefrom (i) all liability
items except indebtedness (whether incurred, assumed or
guaranteed) for borrowed money maturing by its terms more than
one year from the date of creation thereof or which is
extendible or renewable at the sole option of the obligor in
such manner that it may become payable more than one year from
the date of creation thereof, shareholders' equity and
reserves for deferred income taxes, (ii) all goodwill, trade
names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would
be so included on such balance sheet, and (iii) amounts
invested in, or equity in the net assets of, Non-Restricted
Subsidiaries.
(d) Restrictions on the Payment of Dividends
No dividend whatever shall be paid or declared nor shall
any distributions be made on any capital stock of the Issuer
(except in shares of, or warrants or rights to subscribe for
or purchase shares of, capital stock of the Issuer), nor shall
any payment be made by the Issuer or any Restricted Subsidiary
to acquire or retire shares of such stock, at a time when an
Event of Default as defined in clauses (1) or (2) of Condition
9 has occurred and is continuing.
(e) Restrictions on permitting Restricted Subsidiaries to
become Non-Restricted Subsidiaries and Non-Restricted
Subsidiaries to become Restricted Subsidiaries
(i) The Issuer will not permit any Restricted Subsidiary
to be designated as or otherwise to become a Non-Restricted
Subsidiary unless immediately after such Restricted Subsidiary
becomes a Non-Restricted Subsidiary, it will not own, directly
or indirectly, any capital stock or indebtedness of any
Restricted Subsidiary.
(ii) The Issuer will not permit any Non-Restricted
Subsidiary to be designated as or otherwise to become a
Restricted Subsidiary unless:
(1) such Non-Restricted Subsidiary is not a Subsidiary
substantially all of the physical properties of
which are located, or substantially all of the
business of which is carried on, outside the United
States of America, its territories and possessions
and Puerto Rico; and
(2) immediately thereafter such Subsidiary has
outstanding no mortgages in respect of any of its
assets except as would have been permitted by
Condition 3(c) had such mortgages been incurred
immediately thereafter.
(iii) Promptly after the adoption of any resolution
by the Board of Directors designating a restricted Subsidiary
as a Non-Restricted Subsidiary or a Non-Restricted Subsidiary
as a Restricted Subsidiary, a copy thereof certified by the
Secretary or an Assistant Secretary of the Issuer shall be
filed with the Agent, together with an Officers' Certificate
stating that the provisions of this Condition 3(e) have been
complied with in connection with such designation.
Noteholders shall be entitled at any time during normal
business hours to obtain a list from the specified office of
the Agent of Restricted Subsidiaries and Non-Restricted
Subsidiaries and copies of (i) any certificate filed by the
Secretary or an Assistant Secretary and (ii) any Officers'
Certificate delivered, in each case, pursuant to this
paragraph (iii).
(f) Restriction on Investments in Non-Restricted Subsidiaries
The Issuer will not, nor will it permit any Restricted
Subsidiary to, make any investment in, or transfer any assets
to, a Non-Restricted Subsidiary if immediately thereafter the
Issuer would be in breach of or in default in the performance
of any covenant of the Issuer contained in these Terms and
Conditions.
4 Interest
(a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest on its outstanding
nominal amount (or, if it is a Partly Paid Note, the amount
paid up) from (and including) the Interest Commencement Date
at the rate(s) per annum equal to the Rate(s) of Interest
payable in arrear on the Interest Payment Date(s) in each year
and on the Maturity Date if that does not fall on an Interest
Payment Date.
Except as provided in the applicable Pricing Supplement,
the amount of interest payable on each Interest Payment Date
in respect of the Fixed Interest Period ending on such date
will amount to the Fixed Coupon Amount. Payments of interest
on any Interest Payment Date will, if so specified in the
applicable Pricing Supplement, amount to the Broken Amount so
specified.
As used in these Terms and Conditions, "Fixed Interest
Period" means the period from (and including) an Interest
Payment Date (or the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date.
If interest is required to be calculated for a period
ending other than on an Interest Payment Date, such interest
shall be calculated by applying the Rate of Interest to each
Specified Denomination, multiplying such sum by the applicable
Fixed Day Count Fraction, and rounding the resultant figure to
the nearest sub-unit of the relevant Specified Currency, half
of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.
In these Conditions,
"Fixed Day Count Fraction" means:
(i) if "Actual/Actual" is specified in the applicable
Pricing Supplement, the number of days in the
relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant
payment date divided by (x) in the case of Notes
where interest is scheduled to be paid only by means
of regular annual payments, the number of days in
the period from (and including) the most recent
Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the next
scheduled Interest Payment Date or (y) in the case
of Notes where interest is scheduled to be paid
other than only by means of regular annual payments,
the product of the number of days in the period from
(and including) the most recent Interest Payment
Date (or, if none, the Interest Commencement Date)
to (but excluding) the next scheduled Interest
Payment Date and the number of Interest Payment
Dates that would occur in one calendar year assuming
interest was to be payable in respect of the whole
of that year; and
(ii) if "30/360" is specified in the applicable Pricing
Supplement, the number of days in the period from
(and including) the most recent Interest Payment
Date (or, if none, the Interest Commencement Date)
to (but excluding) the relevant payment date (such
number of days being calculated on the basis of 12
30-day months) divided by 360; and
"sub-unit" means, with respect to any currency other than
euro, the lowest amount of such currency that is available as
legal tender in the country of such currency and, with respect
to euro, means one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest
Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note
bears interest on its outstanding nominal amount (or, if it is
a Partly Paid Note, the amount paid up) from (and including)
the Interest Commencement Date and such interest will be
payable in arrear on either:
(A) the Specified Interest Payment Date(s) (each an
"Interest Payment Date") in each year specified in
the applicable Pricing Supplement; or
(B) if no Specified Interest Payment Date(s) is/are
specified in the applicable Pricing Supplement, each
date (each an "Interest Payment Date") which falls
the number of months or other period specified as
the Specified Period in the applicable Pricing
Supplement after the preceding Interest Payment Date
or, in the case of the first Interest Payment Date,
after the Interest Commencement Date.
Such interest will be payable in respect of each Interest
Period (which expression shall, in these Terms and Conditions,
mean the period from (and including) an Interest Payment Date
(or the Interest Commencement Date) to (but excluding) the
next (or first) Interest Payment Date).
If a Business Day Convention is specified in the
applicable Pricing Supplement and (x) if there is no
numerically corresponding day in the calendar month in which
an Interest Payment Date should occur or (y) if any Interest
Payment Date would otherwise fall on a day which is not a
Business Day, then, if the Business Day Convention specified
is:
(1) in any case where Specified Periods are specified in
accordance with Condition 4(b)(i)(B) above, the
Floating Rate Convention, such Interest Payment Date
(i) in the case of (x) above, shall be the last day
that is a Business Day in the relevant month and the
provisions of (B) below shall apply mutatis
mutandis or (ii) in the case of (y) above, shall be
postponed to the next day which is a Business Day unless
it would thereby fall into the next calendar month, in
which event (A) such Interest Payment Date shall be
brought forward to the immediately preceding
Business Day and (B) each subsequent Interest
Payment Date shall be the last Business Day in the
month which falls the Specified Period after the
preceding applicable Interest Payment Date occurred;
or
(2) the Following Business Day Convention, such Interest
Payment Date shall be postponed to the next day
which is a Business Day; or
(3) the Modified Following Business Day Convention, such
Interest Payment Date shall be postponed to the next
day which is a Business Day unless it would thereby
fall into the next calendar month, in which event
such Interest Payment Date shall be brought forward
to the immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest
Payment Date shall be brought forward to the
immediately preceding Business Day.
In these Conditions, "Business Day" means a day which is
both:
(A) a day on which commercial banks and foreign exchange
markets settle payments and are open for general
business (including dealing in foreign exchange and
foreign currency deposits) in London and any
Additional Business Centre specified in the
applicable Pricing Supplement; and
(B) either (1) in relation to any sum payable in a
Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle
payments and are open for general business
(including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre
of the country of the relevant Specified Currency
(if other than London and any Additional Business
Centre and which if the Specified Currency is
Australian dollars or New Zealand dollars shall be
Sydney or Auckland, respectively) or (2) in relation
to any sum payable in euro, a day on which the Trans-
European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System (the "TARGET
System") is open.
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect
of Floating Rate Notes and Index Linked Interest Notes will be
determined in the manner specified in the applicable Pricing
Supplement.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable
Pricing Supplement as the manner in which the Rate of Interest
is to be determined, the Rate of Interest for each Interest
Period will be the relevant ISDA Rate plus or minus (as
indicated in the applicable Pricing Supplement) the Margin (if
any). For the purposes of this sub-paragraph (A), "ISDA Rate"
for an Interest Period means a rate equal to the Floating Rate
that would be determined by the Agent under an interest rate
swap transaction if the Agent were acting as Calculation Agent
for that swap transaction under the terms of an agreement
incorporating the 1991 ISDA Definitions (as supplemented by
the 1998 Supplement and the 1998 ISDA Euro Definitions), each
as amended and updated as at the Issue Date of the first
Tranche of the Notes, published by the International Swaps and
Derivatives Association, Inc. (the "ISDA Definitions") and
under which:
(1) the Floating Rate Option is as specified in the
applicable Pricing Supplement;
(2) the Designated Maturity is a period specified in the
applicable Pricing Supplement; and
(3) the relevant Reset Date is either (i) if the
applicable Floating Rate Option is based on the
London inter-bank offered rate ("LIBOR") or on the
Euro-zone inter-bank offered rate ("EURIBOR") for a
currency, the first day of that Interest Period or
(ii) in any other case, as specified in the
applicable Pricing Supplement.
For the purposes of this sub-paragraph (A), (i) "Floating
Rate", "Calculation Agent", "Floating Rate Option",
"Designated Maturity" and "Reset Date" have the meanings given
to those terms in the ISDA Definitions, (ii) the definition of
"Banking Day" in the ISDA Definitions shall be amended to
insert after the words "are open for" in the second line the
word "general" and (iii) "Euro-zone" means the region
comprised of Member States of the European Union that adopt
the single currency in accordance with the Treaty.
(B) Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the
applicable Pricing Supplement as the manner in which the Rate
of Interest is to be determined, the Rate of Interest for each
Interest Period will, subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the
fifth decimal place, with 0.000005 being rounded
upwards) of the offered quotations, (expressed as a
percentage rate per annum) for the Reference Rate
which appears or appear, as the case may be, on the
Relevant Screen Page as at 11.00 a.m. (London time,
in the case of LIBOR, or Brussels time, in the case
of EURIBOR) on the Interest Determination Date in
question plus or minus (as indicated in the
applicable Pricing Supplement) the Margin (if any),
all as determined by the Agent. If five or more of
such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is
more than one such highest quotation, one only of
such quotations) and the lowest (or, if there is
more than one such lowest quotation, one only of
such quotations) shall be disregarded by the Agent
for the purpose of determining the arithmetic mean
(rounded as provided above) of such offered
quotations.
The Agency Agreement contains provisions for
determining the Rate of Interest in the event that
the Relevant Screen Page is not available or if, in
the case of (1) above, no such offered quotation
appears or, in the case of (2) above, fewer than
three such offered quotations appear, in each case
as at the time specified in the preceding paragraph.
If the Reference Rate from time to time in respect
of Floating Rate Notes is specified in the
applicable Pricing Supplement as being other than
LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the
applicable Pricing Supplement.
(iii) Minimum Rate of Interest and/or Maximum Rate of
Interest
If the applicable Pricing Supplement specifies a Minimum
Rate of Interest for any Interest Period, then, in the event
that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii)
above is less than such Minimum Rate of Interest, the Rate of
Interest for such Interest Period shall be such Minimum Rate
of Interest.
If the applicable Pricing Supplement specifies a Maximum
Rate of Interest for any Interest Period, then, in the event
that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii)
above is greater than such Maximum Rate of Interest, the Rate
of Interest for such Interest Period shall be such Maximum
Rate of Interest.
(iv) Determination of Rate of Interest and calculation of
Interest Amounts
The Agent, in the case of Floating Rate Notes, and the
Calculation Agent, in the case of Index Linked interest Notes,
will at or as soon as practicable after each time at which the
Rate of Interest is to be determined, determine the Rate of
Interest for the relevant Interest Period. In the case of
Index Linked Interest Notes, the Calculation Agent will notify
the Agent of the Rate of Interest for the relevant Interest
Period as soon as practicable after calculating the same.
The Agent will calculate the amount of interest (the
"Interest Amount") payable on the Floating Rate Notes or Index
Linked Interest Notes in respect of each Specified
Denomination for the relevant Interest Period. Each Interest
Amount shall be calculated by applying the Rate of Interest to
each Specified Denomination, multiplying such sum by the
applicable Day Count Fraction, and rounding the resultant
figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or
otherwise in accordance with applicable market convention.
"Day Count Fraction" means, in respect of the calculation
of an amount of interest for any Interest Period:
(i) if "Actual/365" or "Actual/Actual" is specified in
the applicable Pricing Supplement, the actual number
of days in the Interest Period divided by 365 (or,
if any portion of that Interest Period falls in a
leap year, the sum of (A) the actual number of days
in that portion of the Interest Period falling in a
leap year divided by 366 and (B) the actual number
of days in that portion of the Interest Period
falling in a non-leap year divided by 365);
(ii) if "Actual/365 (Fixed)" is specified in the
applicable Pricing Supplement, the actual number of
days in the Interest Period divided by 365;
(iii) if "Actual/360" is specified in the applicable
Pricing Supplement, the actual number of days in the
Interest Period divided by 360;
(iv) if "30/360", "360/360" or "Bond Basis" is specified
in the applicable Pricing Supplement, the number of
days in the Interest Period divided by 360 (the
number of days to be calculated on the basis of a
year of 360 days with 12 30-day months (unless (a)
the last day of the Interest Period is the 31st day
of a month but the first day of the Interest Period
is a day other than the 30th or 31st day of a month,
in which case the month that includes that last day
shall not be considered to be shortened to a 30-day
month, or (b) the last day of the Interest Period is
the last day of the month of February, in which case
the month of February shall not be considered to be
lengthened to a 30-day month)); and
(v) if "30E/360" or "Eurobond Basis" is specified in the
applicable Pricing Supplement, the number of days in
the Interest Period divided by 360 (the number of
days to be calculated on the basis of a year of 360
days with 12 30-day months, without regard to the
date of the first day or last day of the Interest
Period unless, in the case of an Interest Period
ending on the Maturity Date, the Maturity Date is
the last day of the month of February, in which case
the month of February shall not be considered to be
lengthened to a 30-day month).
(v) Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each
Interest Amount for each Interest Period and the relevant
Interest Payment Date to be notified to the Issuer and any
stock exchange on which the relevant Floating Rate Notes or
Index Linked Interest Notes are for the time being listed and
notice thereof to be given to the Noteholders in accordance
with Condition 13 as soon as possible after their
determination but in no event later than the fourth London
Business Day thereafter. Each Interest Amount and Interest
Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of
adjustment) without prior notice in the event of an extension
or shortening of the Interest Period. Any such amendment will
be promptly notified to each stock exchange on which the
relevant Floating Rate Notes or Index Linked Interest Notes
are for the time being listed and to the Noteholders in
accordance with Condition 13. For the purposes of this
paragraph, the expression "London Business Day" means a day
(other than a Saturday or a Sunday) on which banks and foreign
exchange markets are open for business in London.
(vi) Certificates to be final
All certificates, communications, opinions,
determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions
of this Condition 4(b), whether by the Agent or, if
applicable, the Calculation Agent, shall (in the absence of
wilful default, bad faith or manifest error) be binding on the
Issuer, the Agent, the Calculation Agent (if applicable), the
other Paying Agents and all Noteholders, Receiptholders and
Couponholders and (in the absence as aforesaid) no liability
to the Issuer, the Noteholders, the Receiptholders or the
Couponholders shall attach to the Agent or the Calculation
Agent (if applicable) in connection with the exercise or non-
exercise by it of its powers, duties and discretions pursuant
to such provisions.
(c) Interest on Dual Currency Notes
In the case of Dual Currency Notes, if the rate or amount
of interest is to be determined by reference to an exchange
rate, the rate or amount of interest payable shall be
determined in the manner specified in the applicable Pricing
Supplement.
(d) Interest on Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid
Notes which are Zero Coupon Notes), interest will accrue as
aforesaid on the paid-up nominal amount of such Notes and
otherwise as specified in the applicable Pricing Supplement.
(e) Accrual of interest
Each Note (or in the case of the redemption of part only
of a Note, that part only of such Note) will cease to bear
interest (if any) from the date for its redemption unless,
upon due presentation thereof, payment of principal is
improperly withheld or refused. In such event, interest will
continue to accrue until whichever is the earlier of:
(1) the date on which all amounts due in respect of such
Note have been paid; and
(2) five days after the date on which the full amount of
the moneys payable in respect of such Note has been
received by the Agent and notice to that effect has
been given to the Noteholders in accordance with
Condition 13.
5 Payments
(a) Method of payment
Subject as provided below:
(i) payments in a Specified Currency other than euro
will be made by credit or transfer to an account in
the relevant Specified Currency (which, in the case
of a payment in Japanese yen to a non-resident of
Japan, shall be a non-resident account) maintained
by the payee with, or, at the option of the payee,
by a cheque in such Specified Currency drawn on, a
bank in the principal financial centre of the
country of such Specified Currency (which, if the
Specified Currency is Australian dollars or New
Zealand dollars, shall be Sydney or Auckland,
respectively); and
(ii) payments in euro will be made by credit or transfer
to a euro account (or any other account to which
euro may be credited or transferred) specified by
the payee or, at the option of the payee, by a euro
cheque.
Payments will be subject in all cases to any fiscal or
other laws and regulations applicable thereto in the place of
payment, but without prejudice to the provisions of Condition
7.
(b) Presentation of definitive Notes, Receipts and Coupons
Payments of principal in respect of definitive Notes will
(subject as provided below) be made in the manner provided in
paragraph (a) above only against presentation and surrender
(or, in the case of part payment of any sum due, endorsement)
of definitive Notes, and payments of interest in respect of
definitive Notes will (subject as provided below) be made as
aforesaid only against presentation and surrender (or, in the
case of part payment of any sum due, endorsement) of Coupons,
in each case at the specified office of any Paying Agent
outside the United States (which expression, as used herein,
means the United States of America (including the States and
the District of Columbia, its territories, its possessions and
other areas subject to its jurisdiction)).
Payments of instalments of principal (if any) in respect
of definitive Notes, other than the final instalment, will
(subject as provided below) be made in the manner provided in
paragraph (a) above against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of the
relevant Receipt in accordance with the preceding paragraph.
Payment of the final instalment will be made in the manner
provided in paragraph (a) above only against presentation and
surrender (or, in the case of part payment of any sum due,
endorsement) of the relevant Note in accordance with the
preceding paragraph. Each Receipt must be presented for
payment of the relevant instalment together with the
definitive Note to which it appertains. Receipts presented
without the definitive Note to which they appertain do not
constitute valid obligations of the Issuer. Upon the date on
which any definitive Note becomes due and repayable, unmatured
Receipts (if any) relating thereto (whether or not attached)
shall become void and no payment shall be made in respect
thereof.
Fixed Rate Notes in definitive form (other than Dual
Currency Notes or Index Linked Notes) should be presented for
payment together with all unmatured Coupons appertaining
thereto (which expression shall for this purpose include
Coupons which are to be issued on exchange of matured Talons),
failing which the amount of any missing unmatured Coupon (or,
in the case of payment not being made in full, the same
proportion of the amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from
the sum due for payment. Each amount of principal so deducted
will be paid in the manner mentioned above against surrender
of the relevant missing Coupon at any time before the expiry
of 10 years after the Relevant Date (as defined in Condition
7) in respect of such principal (whether or not such Coupon
would otherwise have become void under Condition 8) or, if
later, five years from the date on which such Coupon would
otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due
and repayable prior to its Maturity Date, all unmatured Talons
(if any) appertaining thereto will become void and no further
Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual
Currency Note or Index Linked Interest Note in definitive form
becomes due and repayable, unmatured Coupons and Talons (if
any) relating thereto (whether or not attached) shall become
void and no payment or, as the case may be, exchange for
further Coupons shall be made in respect thereof.
If the due date for redemption of any definitive Note is
not an Interest Payment Date, interest (if any) accrued in
respect of such Note from (and including) the preceding
Interest Payment Date or the Interest Commencement Date, as
the case may be, shall be payable only against surrender of
the relevant definitive Note.
(c) Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of
Notes represented by any Global Note will (subject as provided
below) be made in the manner specified above in relation to
definitive Notes and otherwise in the manner specified in the
relevant Global Note against presentation or surrender, as the
case may be, of such Global Note at the specified office of
any Paying Agent outside the United States. A record of each
payment made against presentation or surrender of any Global
Note, distinguishing between any payment of principal and any
payment of interest, will be made on such Global Note by the
Paying Agent to which it was presented and such record shall
be prima facie evidence that the payment in question has been
made.
(d) General provisions applicable to payments
The holder of a Global Note shall be the only person
entitled to receive payments in respect of Notes represented
by such Global Note and the Issuer will be discharged by
payment to, or to the order of, the holder of such Global Note
in respect of each amount so paid. Each of the persons shown
in the records of Euroclear or Cedelbank as the beneficial
holder of a particular nominal amount of Notes represented by
such Global Note must look solely to Euroclear or Cedelbank,
as the case may be, for his share of each payment so made by
the Issuer to, or to the order of, the holder of such Global
Note.
Notwithstanding the foregoing provisions of this
Condition, if any amount of principal and/or interest in
respect of Notes is payable in U.S. dollars, such U.S. dollar
payments of principal and/or interest in respect of such Notes
will be made at the specified office of a Paying Agent in the
United States if:
(i) the Issuer has appointed Paying Agents with
specified offices outside the United States with the
reasonable expectation that such Paying Agents would
be able to make payment in U.S. dollars at such
specified offices outside the United States of the
full amount of principal and interest on the Notes
in the manner provided above when due;
(ii) payment of the full amount of such principal and
interest at all such specified offices outside the
United States is illegal or effectively precluded by
exchange controls or other similar restrictions on
the full payment or receipt of principal and
interest in U.S. dollars; and
(iii) such payment is then permitted under United
States law without involving, in the opinion of the
Issuer, adverse tax consequences to the Issuer.
(e) Payment Day
If the date for payment of any amount in respect of any
Note, Receipt or Coupon is not a Payment Day, the holder
thereof shall not be entitled to payment until the next
following Payment Day in the relevant place and shall not be
entitled to further interest or other payment in respect of
such delay. For these purposes, "Payment Day" means any day
which (subject to Condition 8) is:
(i) a day on which commercial banks and foreign exchange
markets settle payments and are open for general
business (including dealing in foreign exchange and
foreign currency deposits) in:
(A) the relevant place of presentation;
(B) London;
(C) any Additional Financial Centre specified in
the applicable Pricing Supplement; and
(ii) either (1) in relation to any sum payable in a
Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle
payments and are open for general business
(including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre
of the country of the relevant Specified Currency
(if other than the place of presentation, London and
any Additional Financial Centre and which if the
Specified Currency is Australian dollars or New
Zealand dollars shall be Sydney or Auckland,
respectively) or (2) in relation to any sum payable
in euro, a day on which the TARGET System is open.
(f) Interpretation of principal and interest
Any reference in these Terms and Conditions to principal
in respect of the Notes shall be deemed to include, as
applicable:
(i) any additional amounts which may be payable with
respect to principal under Condition 7;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) the Optional Redemption Amount(s) (if any) of the
Notes;
(v) in relation to Notes redeemable in instalments, the
Instalment Amounts;
(vi) in relation to Zero Coupon Notes, the Amortised Face
Amount (as defined in Condition 6(e)); and
(vii) any premium and any other amounts which may be
payable by the Issuer under or in respect of the
Notes.
Any reference in these Terms and Conditions to interest
in respect of the Notes shall be deemed to include, as
applicable, any additional amounts which may be payable with
respect to interest under Condition 7.
6 Redemption and Purchase
(a) Redemption at Maturity
Unless previously redeemed or purchased and cancelled as
specified below, each Note will be redeemed by the Issuer at
its Final Redemption Amount specified in, or determined in the
manner specified in, the applicable Pricing Supplement in the
relevant Specified Currency on the Maturity Date.
(b) Redemption for Tax Reasons
If (i) as a result of any change in, or amendment to, the
laws (or any regulations or rulings promulgated thereunder) of
the United States (or any political subdivision or taxing
authority thereof or therein), or any change in the official
application (including a ruling by a court of competent
jurisdiction in the United States) or interpretation of such
laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after the Issue Date of
the first Tranche of the Notes, the Issuer becomes or will
become obligated to pay Additional Amounts with respect to the
Notes or Coupons or Receipts as provided in Condition 7 or
(ii) any act is taken by a taxing authority of the United
States on or after the Issue Date of the first Tranche of the
Notes, whether or not such act is taken with respect to the
Issuer or any affiliate, that results in a substantial
likelihood that the Issuer will or may be required to pay such
Additional Amounts, then the Issuer may, at its option,
redeem, as a whole, but not in part, the Notes on not less
than 30 nor more than 60 days' prior notice (ending, in the
case of Floating Rate Notes or Index Linked Interest Notes, on
an Interest Payment Date), at their Early Redemption Amount
calculated in accordance with Condition 6(e)), together with
accrued interest (if any) thereon, to but excluding the due
date for redemption; provided that the Issuer determines, in
its business judgment, that the obligation to pay such
Additional Amounts cannot be avoided by the use of reasonable
measures available to it, not including substitution of the
obligor under the Notes or any action that would entail a
material cost to the Issuer.
No redemption pursuant to (ii) above may be made unless
the Issuer shall have received an opinion of independent
counsel to the effect that an act taken by a taxing authority
of the United States results in a substantial likelihood that
it will or may be required to pay the Additional Amounts
described above and the Issuer shall have delivered to the
Agent a certificate, signed by a duly authorised officer,
stating that based on such opinion the Issuer is entitled to
redeem the Notes pursuant to this provision.
(c) Redemption at the Option of the Issuer (Issuer Call)
If Issuer Call is specified in the applicable Pricing
Supplement, the Issuer may, having given:
(i) not less than 15 nor more than 30 days' notice to
the Noteholders in accordance with Condition 13; and
(ii) not less than 15 days before the giving of the
notice referred to in (i), notice to the Agent;
(which notices shall be irrevocable and shall specify the
date fixed for redemption), redeem all or some only of
the Notes then outstanding on any Optional Redemption
Date and at the Optional Redemption Amount(s) specified
in, or determined in the manner specified in, the
applicable Pricing Supplement together, if appropriate,
with interest accrued to (but excluding) the relevant
Optional Redemption Date. Any such redemption must be of
a nominal amount at least equal to the Minimum Redemption
Amount or not greater than a Higher Redemption Amount.
In the case of a partial redemption of Notes, the Notes
to be redeemed ("Redeemed Notes") will be selected
individually by lot, in the case of Redeemed Notes
represented by definitive Notes, and in accordance with
the rules of Euroclear and/or Cedelbank, in the case of
Redeemed Notes represented by a Global Note, not more
than 30 days prior to the date fixed for redemption (such
date of selection being hereinafter called the "Selection
Date"). In the case of Redeemed Notes represented by
definitive Notes, a list of the serial numbers of such
Redeemed Notes will be published in accordance with
Condition 13 not less than 15 days prior to the date
fixed for redemption. The aggregate nominal amount of
Redeemed Notes represented by definitive Notes shall bear
the same proportion to the aggregate nominal amount of
all Redeemed Notes as the aggregate nominal amount of
definitive Notes outstanding bears to the aggregate
nominal amount of the Notes outstanding, in each case on
the Selection Date, provided that such first mentioned
nominal amount shall, if necessary, be rounded downwards
to the nearest integral multiple of the Specified
Denomination, and the aggregate nominal amount of
Redeemed Notes represented by a Global Note shall be
equal to the balance of the Redeemed Notes. No exchange
of the relevant Global Note will be permitted during the
period from (and including) the Selection Date to (and
including) the date fixed for redemption pursuant to this
paragraph (c) and notice to that effect shall be given by
the Issuer to the Noteholders in accordance with
Condition 13 at least five days prior to the Selection
Date.
(d) Redemption at the Option of the Noteholders (Investor
Put)
If Investor Put is specified in the applicable Pricing
Supplement, upon the holder of any Note giving to the Issuer
in accordance with Condition 13 not less than 15 nor more than
30 days' notice the Issuer will, upon the expiry of such
notice, redeem, subject to, and in accordance with, the terms
specified in the applicable Pricing Supplement, such Note on
the Optional Redemption Date and at the Optional Redemption
Amount together, if appropriate, with interest accrued to (but
excluding) the Optional Redemption Date.
If this Note is in definitive form, to exercise the right
to require redemption of this Note the holder of this Note
must deliver such Note at the specified office of any Paying
Agent at any time during normal business hours of such Paying
Agent falling within the notice period, accompanied by a duly
completed and signed notice of exercise in the form (for the
time being current) obtainable from any specified office of
any Paying Agent (a "Put Notice") and in which the holder must
specify a bank account (or, if payment is required to be made
by cheque, an address) to which payment is to be made under
this Condition.
Any Put Notice given by a holder of any Note pursuant to
this paragraph shall be irrevocable except where prior to the
due date of redemption an Event of Default shall have occurred
and be continuing in which event such holder, at its option,
may elect by notice to the Issuer to withdraw the notice given
pursuant to this paragraph and instead to declare such Note
forthwith due and payable pursuant to Condition 9.
(e) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 9,
each Note will be redeemed at the Early Redemption Amount
calculated as follows:
(i) in the case of a Note with a Final Redemption Amount
equal to the Issue Price, at the Final Redemption
Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note
but including an Instalment Note and Partly Paid
Note) with a Final Redemption Amount which is or may
be less or greater than the Issue Price or which is
payable in a Specified Currency other than that in
which the Notes are denominated, at the amount
specified in, or determined in the manner specified
in, the applicable Pricing Supplement or, if no such
amount or manner is so specified in the applicable
Pricing Supplement, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount
(the "Amortised Face Amount") equal to the sum of:
(A) the Reference Price; and
(B) the product of the Accrual Yield (compounded
annually) being applied to the Reference Price
from (and including) the Issue Date of the
first Tranche of the Notes to (but excluding)
the date fixed for redemption or (as the case
may be) the date upon which such Note becomes
due and repayable.
Where such calculation is to be made for a period
which is not a whole number of years, it shall be
made (i) in the case of a Zero Coupon Note other
than a Zero Coupon Note payable in euro, on the
basis of a 360-day year consisting of 12 months of
30 days each or (ii) in the case of a Zero Coupon
Note payable in euro, on the basis of the actual
number of days elapsed divided by 365 (or, if any of
the days elapsed falls in a leap year, the sum of
(x) the number of those days falling in a leap year
divided by 366 and (y) the number of those days
falling in a non-leap year divided by 365) or (in
either case) or such other calculation basis as may
be specified in the applicable Pricing Supplement.
(f) Instalments
Instalment Notes will be redeemed in the Instalment
Amounts and on the Instalment Dates. In the case of early
redemption, the Early Redemption Amount will be determined
pursuant to paragraph (e) above.
(g) Partly Paid Notes
Partly Paid Notes will be redeemed, whether at maturity,
early redemption or otherwise, in accordance with the
provisions of this Condition and the applicable Pricing
Supplement.
(h) Purchases
The Issuer or any Subsidiary of the Issuer may at any
time purchase Notes (provided that, in the case of definitive
Notes, all unmatured Receipts, Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open
market or otherwise. Such Notes may be held, reissued, resold
or, at the option of the Issuer, surrendered to any Paying
Agent for cancellation.
(i) Cancellation
All Notes which are redeemed will forthwith be cancelled
(together with all unmatured Receipts, Coupons and Talons
attached thereto or surrendered therewith at the time of
redemption). All Notes so cancelled and the Notes purchased
and cancelled pursuant to paragraph (h) above (together with
all unmatured Receipts, Coupons and Talons cancelled
therewith) shall be forwarded to the Agent and cannot be
reissued or resold.
(j) Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note
upon redemption of such Zero Coupon Note pursuant to paragraph
(a), (b), (c) or (d) above or upon its becoming due and
repayable as provided in Condition 9 is improperly withheld or
refused, the amount due and repayable in respect of such Zero
Coupon Note shall be the amount calculated as provided in
paragraph (e)(iii) above as though the references therein to
the date fixed for the redemption or the date upon which such
Zero Coupon Note becomes due and payable were replaced by
references to the date which is the earlier of:
(i) the date on which all amounts due in respect of such
Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of
the moneys payable in respect of such Zero Coupon
Notes has been received by the Agent and notice to
that effect has been given to the Noteholders in
accordance with Condition 13.
7 Taxation
(a) The Issuer will, subject to the exceptions and
limitations set forth below, pay to the holder of any Note,
Receipt or Coupon who is a United States Alien (as defined
below) as additional interest such additional amounts
("Additional Amounts") as may be necessary so that every net
payment on such Note, Receipt or Coupon, after deduction or
other withholding for or on account of any present or future
tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political
subdivision or taxing authority thereof or therein), will not
be less than the amount provided in such Note or in such
Receipt or in such Coupon to be then due and payable.
However, the Issuer will not be required to make any payment
of Additional Amounts for or on account of:
(i) any tax, assessment or other governmental charge
that would not have been so imposed but for (1) the
existence of any present or former connection
between such holder or beneficial owner (or between
a fiduciary, settlor, beneficiary, member or
shareholder of, or a person holding a power over,
such holder, if such holder is an estate, trust,
partnership or corporation) and the United States or
any political subdivision or taxing authority
thereof or therein, including, without limitation,
such holder (or such fiduciary, settlor,
beneficiary, member, shareholder or person holding a
power) being or having been a citizen or resident or
treated as a resident thereof, or being or having
been engaged in a trade or business or present
therein, or having or having had a permanent
establishment therein, (2) the presentation by the
holder of any Note or any Receipt or any Coupon for
payment on a date more than 10 days after the date
on which such payment became due and payable or the
date on which payment thereof was duly provided for,
whichever occurred later, or (3) such holder's
present or former status as a personal holding
company, a foreign personal holding company or a
controlled foreign corporation for United States tax
purposes, a foreign private foundation or other
foreign tax-exempt organisation or a corporation
that accumulates earnings to avoid United States
Federal income tax;
(ii) any estate, inheritance, gift, sales, transfer,
wealth, personal property or similar tax, assessment
or other governmental charge;
(iii) any tax, assessment or other governmental
charge that is payable otherwise than by deduction
or withholding from a payment on a Note, Receipt or
Coupon;
(iv) any tax, assessment or other governmental charge
required to be withheld by any Paying Agent from any
payment on a Note, Receipt or Coupon if such payment
can be made without such withholding by any other
Paying Agent;
(v) any tax, assessment or other governmental charge
that would not have been imposed but for a failure
to comply with any applicable certification,
information, identification, documentation or other
reporting requirements concerning the nationality,
residence, identity or connection with the United
States of the holder or beneficial owner of a Note,
Receipt or Coupon if, without regard to any tax
treaties, such compliance is required as a
precondition to relief or exemption from such tax,
assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge
imposed as a result of a person's actual or
constructive holding of 10 per cent. or more of the
total combined voting power of all classes of stock
of the Issuer entitled to vote or as the result of
the receipt of interest by a bank on an extension of
credit made pursuant to a loan agreement entered
into in the ordinary course of its trade or
business;
(vii) any tax, assessment or other governmental
charge imposed on any payment on a Note, Receipt or
Coupon to a holder who is a fiduciary or partnership
or other than the sole beneficial owner of such
payment to the extent a beneficiary or settlor with
respect to such fiduciary, a member of such
partnership or the beneficial owner would not have
been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner
been the holder of such Note, Receipt or Coupon;
(viii) any tax, assessment or other governmental
charge which would not have been imposed but for the
fact that such Note, Receipt or Coupon constitutes a
"United States real property interest" as defined in
section 897(c)(1) of the United States Internal
Revenue Code of 1986, as amended, with respect to
the beneficial owner of such Note, Receipt or
Coupon; or
(ix) any combination of (i), (ii), (iii), (iv), (v),
(vi), (vii) and (viii) above.
(b) Except as otherwise indicated, for purposes of these
Terms and Cnditions:
(i) "United States", means the United States of
America (including the States and the District
of Columbia), its territories, its possessions
and other areas subject to its jurisdiction;
(ii) "United States person" means:
(i) an individual who is a citizen or resident
of the United States, (ii) a corporation,
partnership or other entity created or
organised in or under the laws of the
United States, (iii) an estate the income
of which is subject to United States
Federal income taxation regardless of its
source or, (iv) a trust if a United States
court is able to exercise primary
supervision over the administration of the
trust and one or more United States
persons have the authority to control all
substantial decisions of the trust; and
(iii) "United States Alien" means any person who
is not a United States person.
If the Issuer shall determine, based upon a written
opinion of independent legal counsel of recognised standing,
that any payment made outside the United States by the Issuer
or any Paying Agent of any amount of principal or interest due
with respect to any Note or Coupon would be subject to any
certification, documentation, information or other reporting
requirement of any kind under any present or future United
States laws or regulations, the effect of which requirement
would be the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or
identity of a beneficial owner of such Note or Coupon who is a
United States Alien (other than a requirement (a) that would
not be applicable to a payment made by the Issuer or any
Paying Agent (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner, or
(b) that can be satisfied by such custodian, nominee or other
agent certifying to the effect that the beneficial owner is a
United States Alien, provided that, in any case referred to in
clauses (a)(ii) or (b), payment by the custodian, nominee or
other agent to the beneficial owner is not otherwise subject
to any such requirement, or (c) that would not be applicable
to a payment by at least one Paying Agent), the Issuer shall
at its option either (x) redeem all (but not some only) of the
outstanding Notes, at their Early Redemption Amount together
with accrued interest (if any) thereon, or (y) if the
conditions of the next succeeding paragraph are satisfied, pay
the Additional Amounts specified in such paragraph. The
Issuer shall make such determination as soon as practicable
and publish prompt notice thereof in the manner specified in
Condition 13 (the "Determination Notice"), stating the
effective date of such certification, documentation,
information or other reporting requirement, whether the Issuer
will redeem the Notes or pay the Additional Amounts specified
in the next succeeding paragraph, and (if applicable) the last
date by which the redemption of the Notes must take place, as
provided in the next succeeding sentence. If the Notes are to
be redeemed pursuant to this paragraph, such
redemption shall take place on such date (which date, in
the case of Floating Rate Notes or Index Linked Interest Notes,
shall be an Interest Payment Date), not later than one year after
the publication of the Determination Notice, as the Issuer shall
elect by notice to the Agent at least 30 days before the date
fixed for redemption. Notice of such redemption of the Notes
will be given to the Noteholders by publication in the manner
specified in Condition 13, the publication to be not less than
30 days nor more than 60 days prior to the date fixed for
redemption. Notwithstanding the foregoing, the Issuer shall
not so redeem the Notes if the Issuer shall subsequently
determine, not less than 30 days prior to the date fixed for
redemption that subsequent payments in respect of the Notes
and Coupons would not be subject to any such certification,
documentation, information or other reporting requirement, in
which case the Issuer shall give prompt notice of such
subsequent determination by publication in the manner
specified in Condition 13 and any earlier redemption notice
shall be revoked and of no further effect.
(c) Notwithstanding the foregoing, if and so long as the
certification, documentation, information or other reporting
requirement referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or
similar charge, the Issuer may elect, prior to publication of
the Determination Notice, to pay as additional interest such
Additional Amounts as may be necessary so that every net
payment made outside the United States following the effective
date of such requirement by the Issuer or any Paying Agent in
respect of any Note or any Coupon of which the beneficial
owner is a United States Alien (but without any requirement
that the nationality, residence or identity, other than status
as a United States Alien, of such beneficial owner be
disclosed to the Issuer, any Paying Agent or any governmental
authority), after deducting or withholding for or on account
of such backup withholding tax or similar charge (other than a
backup withholding tax or similar charge that (i) would not be
applicable in the circumstances referred to in the first
parenthetical clause of the first sentence of the preceding
paragraph, (ii) is imposed as a result of presentation of such
Note or Coupon for payment more than 10 days after the date on
which such payment became due and payable or on which payment
thereof was duly provided for, whichever occurred later, or
(iii) is imposed as a result of the fact that the Issuer or
any Paying Agent has actual knowledge that the beneficial
owner of such Note or Coupon is within the category of persons
described above in paragraph (a)(i)(1) and (a)(i)(2) of this
Condition), will not be less than the amount provided for in
such Note or Coupon to be then due and payable. If the Issuer
elects to pay Additional Amounts pursuant to this paragraph,
the Issuer shall continue to have the right to redeem all (but
not some only) of the Notes at any time (in the case of Notes
other than Floating Rate Notes and Index Interest Linked
Interest Notes) or on any Interest Payment Date (in the case
of Floating Rate Notes or Index Linked Interest Notes) subject
to the provisions of the last two sentences of the immediately
preceding paragraph. If the Issuer elects to pay Additional
Amounts pursuant to this paragraph, and the condition
specified in the first sentence of this paragraph can no
longer be satisfied, then the Issuer shall redeem the Notes
pursuant to the provisions of the immediately preceding
paragraph.
8 Prescription
The Notes, Receipts and Coupons will become void unless
presented for payment within a period of 10 years (in the case
of principal) and five years (in the case of interest) after
the Relevant Date therefor.
As used in these Terms and Conditions, the "Relevant
Date" means the date on which a payment in respect of a Note,
Receipt or Coupon first becomes due, except that, if the full
amount of the moneys payable has not been duly received by the
Agent on or prior to such due date, it means the date on
which, the full amount of such moneys having been so received,
notice to that effect is duly given to the Noteholders in
accordance with Condition 13.
There shall not be included in any Coupon sheet issued on
exchange of a Talon any Coupon the claim for payment in
respect of which would be void pursuant to this Condition or
Condition 5(b) or any Talon which would be void pursuant to
Condition 5(b).
9 Events of Default
Any one of the following events shall be "Events of
Default" (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any
administrative or governmental body):
(1) default in the payment of the principal of any Note
when due; or
(2) default in the payment of any interest upon any Note
when it becomes due and payable, and continuance of
such default for a period of 30 days or more; or
(3) default in the performance, or breach, of any other
covenant of the Issuer in any Note, and continuance
of such default or breach for a period of 60 days
after there has been given, by registered or
certified
mail, to the Issuer by Noteholders holding
at least 25 per cent. in aggregate principal amount
of the Notes at the time outstanding a written
notice specifying such default or breach and
requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or
(4) default under any mortgage, indenture or instrument
under which there is issued, or which secures or
evidences, any indebtedness for borrowed money of
the Issuer or any Restricted Subsidiary now existing
or hereinafter created, which default shall
constitute a failure to pay principal of such
indebtedness in an amount exceeding U.S. $20,000,000
when due and payable (other than as a result of
acceleration), after expiration of any applicable
grace period with respect thereto, or shall have
resulted in an aggregate principal amount of such
indebtedness exceeding U.S. $20,000,000 becoming or
being declared due and payable prior to the date on
which it would otherwise have become due and
payable, without such indebtedness having been
discharged or such acceleration having been
rescinded or annulled within a period of 30 days
after there has been given by registered or
certified mail, to the Issuer by Noteholders holding
at least 25 per cent. in aggregate principal amount
of the Notes at the time outstanding, a written
notice specifying such default with respect to the
other indebtedness and requiring the Issuer to cause
such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating
that such notice is a "Notice of Default" hereunder;
or
(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in
respect of the Issuer in an involuntary case or
proceeding under any applicable United States
Federal or State bankruptcy, insolvency,
reorganisation or other similar law or (B) a decree
or order adjudging the Issuer bankrupt or insolvent,
or approving as properly filed a petition seeking
reorganisation, arrangement, adjustment or
composition of or in respect of the Issuer under any
applicable United States Federal or State law, or
appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar
official of the Issuer or of any substantial part of
its property, or ordering the winding up or
liquidation of its affairs, and the continuance of
any such decree or order for relief or any such
other decree or order unstayed and in effect for a
period of 60 consecutive days; or
(6) the commencement by the Issuer of a voluntary case
or proceeding under any applicable United States
Federal or State bankruptcy, insolvency,
reorganisation or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Issuer
in an involuntary case or proceeding under any
applicable United States Federal or State
bankruptcy, insolvency, reorganisation or other
similar law or to the commencement of any bankruptcy
or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent
seeking reorganisation or relief under any
applicable United States Federal or State law, or
the consent by it to the filing of such petition or
to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Issuer or of
any substantial part of its property, or the making
by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability
to pay its debts generally as they become due, or
the taking of corporate action by the Issuer in
furtherance of any such action.
If an Event of Default occurs and is continuing, then in
every such case each Noteholder may declare the Notes held by
such Noteholder to be due and payable immediately, by a notice
in writing to the Issuer in accordance with Condition 13, and
upon any such declaration such Notes shall become immediately
due and payable at their Early Redemption Amount together with
interest accrued to the date of redemption.
10 Replacement of Notes, Receipts, Coupons and Talons
Should any Note, Receipt, Coupon or Talon be lost,
stolen, mutilated, defaced or destroyed, it may be replaced at
the specified office of the Agent upon payment by the claimant
of such costs and expenses as may be incurred in connection
therewith and on such terms as to evidence and indemnity as
the Issuer may reasonably require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before
replacements will be issued.
11 Paying Agents
The names of the initial Paying Agents and their initial
specified offices are set out below.
The Issuer is entitled to vary or terminate the
appointment of any Paying Agent and/or appoint additional or
other Paying Agents and/or approve any change in the specified
office through which any Paying Agent acts, provided that:
(i) there will at all times be an Agent;
(ii) so long as the Notes are listed on any stock
exchange, there will at all times be a Paying Agent
with a specified office in such place as may be
required by the rules and regulations of the
relevant stock exchange; and
(iii) there will at all times be a Paying Agent with
a specified office outside the European Union.
In addition, the Issuer shall forthwith appoint a Paying
Agent having a specified office in New York City in the
circumstances described in Condition 5(d). Any variation,
termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45
days' prior notice thereof shall have been given to the
Noteholders in accordance with Condition 13.
In acting under the Agency Agreement, the Paying Agents
act solely as agents of the Issuer and do not assume any
obligation to, or relationship of agency or trust with, any
Noteholders, Receiptholders or Couponholders. The Agency
Agreement contains provisions permitting any entity into which
any Paying Agent is merged or converted or with which it is
consolidated or to which it transfers all or substantially all
of its assets to become the successor paying agent.
12 Exchange of Talons
On and after the Interest Payment Date on which the final
Coupon comprised in any Coupon sheet matures, the Talon (if
any) forming part of such Coupon sheet may be surrendered at
the specified office of the Agent or any other Paying Agent in
exchange for a further Coupon sheet including (if such further
Coupon sheet does not include Coupons to (and including) the
final date for the payment of interest due in respect of the
Note to which it appertains) a further Talon, subject to the
provisions of Condition 8.
13 Notices
All notices regarding the Notes will be deemed to be
validly given if published (i) in a leading English language
daily newspaper of general circulation in London, (ii) if and
for so long as the Notes are listed on the Luxembourg Stock
Exchange, a daily newspaper of general circulation in
Luxembourg and (iii) (in respect of any Notes listed on the
Paris Bourse (so long as that exchange requires)) in a French
language daily newspaper of general circulation in Paris. It
is expected that such publication will be made in the
Financial Times in London, the Luxemburger Wort in Luxembourg
and Les Echos in Paris. The Issuer shall also ensure that
notices are duly published in a manner which complies with the
rules and regulations of any stock exchange on which the Notes
are for the time being listed. Any such notice will be deemed
to have been given on the date of the first publication or,
where required to be published in more than one newspaper, on
the date of the first publication in all required newspapers.
Until such time as any definitive Notes are issued, there
may, so long as any Global Notes representing the Notes are
held in their entirety on behalf of Euroclear and/or
Cedelbank, be substituted for such publication in such
newspaper(s) the delivery of the relevant notice to Euroclear
and/or Cedelbank for communication by them to the holders of
the Notes and, in addition, for so long as any Notes are
listed on a stock exchange and the rules of that stock
exchange so require, such notice will be published in a daily
newspaper of general circulation in the place or places
required by that stock exchange. Any such notice shall be
deemed to have been given to the holders of the Notes on the
fourth weekday after the day on which the said notice was
given to Euroclear and/or Cedelbank.
Notices to be given by any Noteholder to the Issuer shall
be in writing and given by lodging the same, together (in the
case of any Note in definitive form) with the relative Note or
Notes, with the Agent. Whilst any of the Notes are
represented by a Global Note, such notice may be given by any
holder of a Note to the Agent through Euroclear and/or
Cedelbank, as the case may be, in such manner as the Agent and
Euroclear and/or Cedelbank, as the case may be, may approve
for this purpose.
14 Meetings of Noteholders, Modification and Waiver
The Agency Agreement contains provisions for convening
meetings of the Noteholders to consider any matter affecting
their interests, including the sanctioning by Extraordinary
Resolution of a modification of the Notes, the Receipts, the
Coupons or any of the provisions of the Agency Agreement.
Such a meeting may be convened by the Issuer or Noteholders
holding not less than 10 per cent. in nominal amount of the
Notes for the time being remaining outstanding. The quorum at
any such meeting for passing an Extraordinary Resolution is
one or more persons holding or representing not less than 50
per cent. in nominal amount of the Notes for the time being
outstanding, or at any adjourned meeting one or more persons
being or representing Noteholders whatever the nominal amount
of the Notes so held or represented, except that at any
meeting the business of which includes the modification of
certain provisions of the Notes, the Receipts or the Coupons
(including modifying the date of
maturity of the Notes or any date for payment of interest
thereon, reducing or cancelling the amount of principal or the
rate of interest payable in respect of the Notes or altering the
currency of payment of the Notes, the Receipts or the Coupons), the
quorum shall be one or more persons holding or representing not less
than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more
persons holding or representing not less than one-third in
nominal amount of the Notes for the time being outstanding.
An Extraordinary Resolution passed at any meeting of the
Noteholders shall be binding on all the Noteholders, whether
or not they are present at the meeting, and on all
Receiptholders and Couponholders.
The Agent and Issuer may agree, without the consent of
the Noteholders, Receiptholders or Couponholders, to:
(i) any modification (except as mentioned above) of the
Agency Agreement which is not prejudicial to the
interests of the Noteholders; or
(ii) any modification of the Notes, the Receipts, the
Coupons or the Agency Agreement which is of a
formal, minor or technical nature or is made to
correct a manifest error or to comply with mandatory
provisions of the law.
Any such modification shall be binding on the
Noteholders, the Receiptholders and the Couponholders and any
such modification shall be notified to the Noteholders in
accordance with Condition 13 as soon as practicable
thereafter.
15 Further Issues
The Issuer shall be at liberty from time to time without
the consent of the Noteholders, the Receiptholders or the
Couponholders to create and issue further notes having terms
and conditions the same as the Notes or the same in all
respects save for the amount and date of the first payment of
interest thereon and so that the same shall be consolidated
and form a single Series with the outstanding Notes.
16 Governing Law
The Agency Agreement, the Notes, the Receipts and the
Coupons are governed by, and shall be construed in accordance
with, the laws of the State of New York.
17 Waiver and Remedies
No right or remedy herein conferred upon or reserved to
the Noteholders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. To the extent permitted by
applicable law, the assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate
right or remedy.
To the extent permitted by applicable law, no delay or
omission of any Noteholder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by
these Terms and Conditions or by law to the Noteholders may be
exercised from time to time, and as often as may be deemed
expedient, by the Noteholders, as the case may be.
USE OF PROCEEDS
The net proceeds from each issue of Notes will be applied
by the Issuer for its general corporate purposes. General
corporate purposes will include purchases by the Issuer of
aircraft. The Issuer will pay off currently maturing debt or
invest any proceeds not immediately used in marketable
securities until spent.
AGENT
CITIBANK, N.A.
0 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
OTHER PAYING AGENTS
BANQUE INTERNATIONAL a CITIBANK (SWITZERLAND)
LUXEMBOURG S.A. Xxxxxxxxxxxxxx 00
00 route d'Xxxx XX-0000 Xxxxxx
X-0000 Xxxxxxxxxx Xxxxxxxxxxx
and/or such other or further Agent or Paying Agents and/or
specified offices as may from time to time be duly appointed
by the Issuer and notice of which has been given to the
Noteholders.
SCHEDULE 3
FORM OF PUT NOTICE
INTERNATIONAL FINANCE LEASE CORPORATION
[title of relevant Series of Notes]
By depositing this duly completed Notice with any Paying Agent
for the above Series of Notes (the "Notes") the undersigned
holder of such Notes surrendered with this Notice and referred
to below irrevocably exercises its option to have [the
full/.......] nominal amount of such Notes redeemed in
accordance with Condition 6(d) on [redemption date].
This Notice relates to Notes in the aggregate nominal amount
of ................... bearing the following serial numbers:
.............................................................
If the Notes referred to above are to be returned<1> to the
undersigned under clause 10(4) of the Agency Agreement, they
should be returned by post to:
.............................................................
Payment Instructions
Please make payment in respect of the above-mentioned Notes by
[cheque posted to the above address/transfer to the following
bank account]<2>:
Bank: ................ Branch Address: .................
Branch Code: ............ Account Number: ..................
Signature of holder: .........................................
[To be completed by recipient Paying Agent]
Details of missing unmatured Coupons ......................<3>
Received by:..................................................
[Signature and stamp of Paying Agent]
At its office at: ................... On:.................
NOTES:
[FN]
<1> The Agency Agreement provides that Notes so returned will
be sent by post, uninsured and at the risk of the
Noteholder, unless the Noteholder otherwise requests and
pays the costs of such insurance to the relevant Paying
Agent at the time of depositing the Note referred to
above.
<2> Delete as applicable.
<3> Only relevant for Fixed Rate Notes (which are not also
Index Linked Redemption Notes) in definitive form.
N.B. The Paying Agent with whom the above-mentioned Notes are
deposited will not in any circumstances be liable to the
depositing Noteholder or any other person for any loss or
damage arising from any act, default or omission of such
Paying Agent in relation to the said Notes or any of them
unless such loss or damage was caused by the default,
negligence or bad faith of such Paying Agent or its
directors, officers or employees.
This Put Notice is not valid unless all of the paragraphs
requiring completion are duly completed. Once validly given
this Put Notice is irrevocable except in the circumstances set
out in clause 10(4) of the Agency Agreement.
SCHEDULE 4
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
1. (1) As used in this Schedule the following
expressions shall have the following meanings unless
the context otherwise requires:
(i) "voting certificate" shall mean an English
language certificate issued by a Paying Agent
and dated in which it is stated:
(a) that on the date thereof Notes (not being
Notes in respect of which a block voting
instruction has been issued and is
outstanding in respect of the meeting
specified in such voting certificate and
any adjourned such meeting) bearing
specified serial numbers were deposited
with such Paying Agent or (to the
satisfaction of such Paying Agent) were
held to its order or under its control and
that no such Notes will cease to be so
deposited or held until the first to occur
of:
(1) the conclusion of the meeting
specified in such certificate or, if
applicable, any adjourned such
meeting; and
(2) the surrender of the certificate to
the Paying Agent who issued the same;
and
(b) that the bearer thereof is entitled to
attend and vote at such meeting and any
adjourned such meeting in respect of the
Notes represented by such certificate;
(ii) "block voting instruction" shall mean an
English language document issued by a Paying
Agent and dated in which:
(a) it is certified that Notes (not being
Notes in respect of which a voting
certificate has been issued and is
outstanding in respect of the meeting
specified in such block voting instruction
and any adjourned such meeting) have been
deposited with such Paying Agent or (to
the satisfaction of such Paying Agent)
were held to its order or under its
control and that no such Notes will cease
to be so deposited or held until the first
to occur of:
(1) the conclusion of the meeting
specified in such document or, if
applicable, any adjourned such
meeting; and
(2) the surrender to the Paying Agent not
less than 48 hours before the time
for which such meeting or any
adjourned such meeting is convened of
the receipt issued by such Paying
Agent in respect of each such
deposited Note which is to be
released or (as the case may require)
the Note or Notes ceasing with the
agreement of the Paying Agent to be
held to its order or under its
control and the giving of notice by
the Paying Agent to the Issuer in
accordance
with paragraph 17 hereof
of the necessary amendment to the
block voting instruction;
(b) it is certified that each holder of such
Notes has instructed such Paying Agent
that the vote(s) attributable to the Note
or Notes so deposited or held should be
cast in a particular way in relation to
the resolution or resolutions to be put to
such meeting or any adjourned such meeting
and that all such instructions are during
the period commencing 48 hours prior to
the time for which such meeting or any
adjourned such meeting is convened and
ending at the conclusion or adjournment
thereof neither revocable nor capable of
amendment;
(c) the total number, total nominal amount and
the serial numbers (if available) of the
Notes so deposited or held are listed
distinguishing with regard to each such
resolution between those in respect of
which instructions have been given as
aforesaid that the votes attributable
thereto should be cast in favour of the
resolution and those in respect of which
instructions have been so given that the
votes attributable thereto should be cast
against the resolution; and
(d) one or more persons named in such document
(each hereinafter called a "proxy") is or
are authorised and instructed by such
Paying Agent to cast the votes
attributable to the Notes so listed in
accordance with the instructions referred
to in paragraph (c) above as set out in
such document.
The holder of any voting certificate or the
proxies named in any block voting instruction
shall for all purposes in connection with the
relevant meeting or adjourned meeting of
Noteholders be deemed to be the holder of the
Notes to which such voting certificate or block
voting instruction relates and the Paying Agent
with which such Notes have been deposited or
the person holding the same to the order or
under the control of such Paying Agent shall be
deemed for such purposes not to be the holder
of those Notes.
(2) References herein to the "Notes" are to the Notes in
respect of which the relevant meeting is convened.
2. The Issuer may at any time and, upon a requisition in
writing of Noteholders holding not less than ten per
cent. in nominal amount of the Notes for the time being
outstanding, shall convene a meeting of the Noteholders
and if the Issuer makes default for a period of seven
days in convening such a meeting the same may be convened
by the requisitionists. Whenever the Issuer is about to
convene any such meeting it shall forthwith give notice
in writing to the Agent and the Dealers of the day, time
and place thereof and of the nature of the business to be
transacted thereat. Every such meeting shall be held at
such time and place as the Agent may approve (such
approval not to be unreasonably withheld or delayed).
3. At least 21 days' notice (exclusive of the day on which
the notice is given and the day on which the meeting is
held) specifying the place, day and hour of the meeting
shall be given to the Noteholders prior to any meeting of
the Noteholders in the manner provided by Condition 13.
Such notice shall state generally the nature of the
business to be transacted at the meeting thereby convened
but (except for an Extraordinary Resolution) it shall not
be
necessary to specify in such notice the terms of any
resolution to be proposed. Such notice shall include a
statement to the effect that Notes may be deposited with
Paying Agents for the purpose of obtaining voting
certificates or appointing proxies not less than 24 hours
before the time fixed for the meeting or that, in the
case of corporations, they may appoint representatives by
resolution of their directors or other governing body. A
copy of the notice shall be sent by post to the Issuer
(unless the meeting is convened by the Issuer).
4. Some person (who may but need not be a Noteholder)
nominated in writing by the Issuer shall be entitled to
take the chair at every such meeting but if no such
nomination is made or if at any meeting the person
nominated shall not be present within fifteen minutes
after the time appointed for holding the meeting, the
Noteholders present shall choose one of their number to
be Chairman.
5. At any such meeting one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than twenty per
cent. in nominal amount of the Notes for the time being
outstanding shall (except for the purpose of passing an
Extraordinary Resolution) form a quorum for the
transaction of business and no business (other than the
choosing of a Chairman) shall be transacted at any
meeting unless the requisite quorum be present at the
commencement of business. The quorum at any such meeting
for passing an Extraordinary Resolution shall (subject as
provided below) be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than 50 per
cent. in nominal amount of the Notes for the time being
outstanding PROVIDED THAT at any meeting the business of
which includes any of the following matters (each of
which shall only be capable of being effected after
having been approved by Extraordinary Resolution) namely:
(i) modification of the Maturity Date of the Notes or
reduction or cancellation of the nominal amount
payable upon maturity; or
(ii) reduction or cancellation of the amount payable or
modification of the payment date in respect of any
interest in respect of the Notes or variation of the
method of calculating the rate of interest in
respect of the Notes; or
(iii) reduction of any Minimum Interest Rate and/or
Maximum Interest Rate specified in the applicable
Pricing Supplement; or
(iv) modification of the currency in which payments under
the Notes are to be made; or
(v) modification of the majority required to pass an
Extraordinary Resolution; or
(vi) the sanctioning of any such scheme or proposal as is
described in paragraph 18(F) below; or
(vii) alteration of this proviso or the proviso to
paragraph 6 below;
the quorum shall be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than two-thirds
in nominal amount of the Notes for the time being
outstanding.
6. If within fifteen minutes after the time appointed for
any such meeting a quorum is not present the meeting
shall if convened upon the requisition of Noteholders be
dissolved. In any other case it shall stand adjourned to
the same day in the next week (or if such day is a
public holiday the next succeeding business day) at the same
time and place (except in the case of a meeting at which
an Extraordinary Resolution is to be proposed in which
case it shall stand adjourned for such period being not
less than 14 days nor more than 42 days, and at such
place as may be appointed by the Chairman and approved by
the Agent) and at such adjourned meeting one or more
persons present holding Notes or voting certificates or
being proxies (whatever the nominal amount of the Notes
so held or represented by them) shall (subject as
provided below) form a quorum and shall (subject as
provided below) have power to pass any Extraordinary
Resolution or other resolution and to decide upon all
matters which could properly have been dealt with at the
meeting from which the adjournment took place had the
requisite quorum been present PROVIDED THAT at any
adjourned meeting the business of which includes any of
the matters specified in the proviso to paragraph 5 above
the quorum shall be one or more persons present holding
Notes or voting certificates or being proxies and holding
or representing in the aggregate not less than one-third
in nominal amount of the Notes for the time being
outstanding.
7. Notice of any adjourned meeting at which an Extraordinary
Resolution is to be submitted shall be given in the same
manner as notice of an original meeting but as if 10 were
substituted for 21 in paragraph 3 above and such notice
shall (except in cases where the proviso to paragraph 6
above shall apply when it shall state the relevant
quorum) state that one or more persons present holding
Notes or voting certificates or being proxies at the
adjourned meeting whatever the nominal amount of the
Notes held or represented by them will form a quorum.
Subject as aforesaid it shall not be necessary to give
any notice of an adjourned meeting.
8. Every question submitted to a meeting shall be decided in
the first instance by a show of hands and in case of
equality of votes the Chairman shall both on a show of
hands and on a poll have a casting vote in addition to
the vote or votes (if any) to which he may be entitled as
a Noteholder or as a holder of a voting certificate or as
a proxy.
9. At any meeting, unless a poll is (before or on the
declaration of the result of the show of hands) demanded
by the Chairman or the Issuer or by one or more persons
present holding Notes or voting certificates or being
proxies (whatever the nominal amount of the Notes so held
by them), a declaration by the Chairman that a resolution
has been carried or carried by a particular majority or
lost or not carried by a particular majority shall be
conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of
or against such resolution.
10. Subject to paragraph 12 below, if at any such meeting a
poll is so demanded it shall be taken in such manner and
subject as hereinafter provided either at once or after
an adjournment as the Chairman directs and the result of
such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of
the taking of the poll. The demand for a poll shall not
prevent the continuance of the meeting for the
transaction of any business other than the motion on
which the poll has been demanded.
11. The Chairman may with the consent of (and shall if
directed by) any such meeting adjourn the same from time
to time and from place to place but no business shall be
transacted at any adjourned meeting except business which
might lawfully (but for lack of required quorum) have
been transacted at the meeting from which the adjournment
took place.
12. Any poll demanded at any such meeting on the election of
a Chairman or on any question of adjournment shall be
taken at the meeting without adjournment.
13. Any director or officer of the Issuer and its lawyers and
financial advisers may attend and speak at any meeting.
Save as aforesaid, but without prejudice to the proviso
to the definition of "outstanding" in clause 1(2) of this
Agreement, no person shall be entitled to attend and
speak nor shall any person be entitled to vote at any
meeting of the Noteholders or join with others in
requisitioning the convening of such a meeting unless he
either produces the Note or Notes of which he is the
holder or a voting certificate or is a proxy. Neither
the Issuer nor any of its Subsidiaries shall be entitled
to vote at any meeting in respect of Notes held by it for
the benefit of any such company and no other person shall
be entitled to vote at any meeting in respect of Notes
held by it for the benefit of any such company. Nothing
herein contained shall prevent any of the proxies named
in any block voting instruction from being a director,
officer or representative of or otherwise connected with
the Issuer.
14. Subject as provided in paragraph 13 hereof at any
meeting:
(A) on a show of hands every person who is present in
person and produces a Note or voting certificate or
is a proxy shall have one vote; and
(B) on a poll every person who is so present shall have
one vote in respect of:
(i) in the case of a meeting of the holders of
Notes all of which are denominated in a single
currency, each minimum integral amount of such
currency; and
(ii) in the case of a meeting of the holders of
Notes denominated in more than one currency,
each U.S.$1.00 or, in the case of a Note
denominated in a currency other than U.S.
dollars, the equivalent of U.S.$1.00 in such
currency at the Agent's spot buying rate for
the relevant currency against U.S. dollars at
or about 11.00 a.m. (London time) on the date
of publication of the notice of the relevant
meeting (or of the original meeting of which
such meeting is an adjournment),
or such other amount as the Agent shall in its
absolute discretion stipulate in nominal amount of
Notes so produced or represented by the voting
certificate so produced or in respect of which he is
a proxy.
Without prejudice to the obligations of the proxies named
in any block voting instruction any person entitled to
more than one vote need not use all his votes or cast all
the votes to which he is entitled in the same way.
15. The proxies named in any block voting instruction need
not be Noteholders.
16. Each block voting instruction together (if so requested
by the Issuer) with proof satisfactory to the Issuer of
its due execution on behalf of the relevant Paying Agent
shall be deposited at such place as the Agent shall
approve not less than 24 hours before the time appointed
for holding the meeting or adjourned meeting at which the
proxies named in the block voting instruction propose to
vote and in default the block voting instruction shall
not be treated as valid unless the Chairman of the
meeting decides otherwise before such meeting or
adjourned meeting proceeds to business. A certified copy
of each block voting instruction shall be deposited with
the Agent before the commencement of the meeting or
adjourned meeting but the Agent shall not thereby be
obliged to investigate or be concerned with the validity
of or the authority of the proxies named in any such
block voting instruction.
17. Any vote given in accordance with the terms of a block
voting instruction shall be valid notwithstanding the
previous revocation or amendment of the block voting
instruction or of any of the Noteholders' instructions
pursuant to which it was executed PROVIDED THAT no
intimation in writing of such revocation or amendment
shall have been received from the relevant Paying Agent
by the Issuer at its registered office (or such other
place as may have been approved by the Agent for the
purpose) by the time being 24 hours before the time
appointed for holding the meeting or adjourned meeting at
which the block voting instruction is to be used.
18. A meeting of the Noteholders shall in addition to the
powers hereinbefore given have the following powers
exercisable by Extraordinary Resolution (subject to the
provisions relating to quorum contained in paragraphs 5
and 6 above) only, namely:
(a) power to sanction any compromise or arrangement
proposed to be made between the Issuer and the
Noteholders, Receiptholders and Couponholders or any
of them;
(b) power to sanction any abrogation, modification,
compromise or arrangement in respect of the rights
of the Noteholders, Receiptholders and Couponholders
against the Issuer or against any of its property
whether such rights shall arise under this
Agreement, the Notes, the Receipts or the Coupons or
otherwise;
(c) power to assent to any modification of the
provisions contained in this Agreement or the
Conditions, the Notes, the Receipts or the Coupons
which shall be proposed by the Issuer;
(d) power to give any authority or sanction which under
the provisions of this Agreement or the Notes is
required to be given by Extraordinary Resolution;
(e) power to appoint any persons (whether Noteholders or
not) as a committee or committees to represent the
interests of the Noteholders and to confer upon such
committee or committees any powers or discretions
which the Noteholders could themselves exercise by
Extraordinary Resolution;
(f) power to sanction any scheme or proposal for the
exchange or sale of the Notes for, or the conversion
of the Notes into or the cancellation of the Notes
in consideration of, shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations
and/or securities of the Issuer or any other company
formed or to be formed, or for or into or in
consideration of cash, or partly for or into or in
consideration of such shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations
and/or securities as aforesaid and partly for or
into or in consideration of cash; and
(g) power to approve the substitution of any entity in
place of the Issuer (or any previous substitute) as
the principal debtor in respect of the Notes, the
Receipts and the Coupons.
19. Any resolution passed at a meeting of the Noteholders
duly convened and held in accordance with the provision
hereof shall be binding upon all the Noteholders whether
present or not present at such meeting and whether or not
voting and upon all Couponholders and Receiptholders and
each of them shall be bound to give effect thereto
accordingly and the passing of any such resolution shall
be conclusive evidence that the circumstances justify the
passing thereof. Notice of the result of the voting on
any resolution duly considered by the Noteholders shall
be published in accordance with Condition 13 by the
Issuer within 14 days
of such result being known PROVIDED THAT the non-publication
of such notice shall not invalidate such resolution.
20. The expression "Extraordinary Resolution" when used in
this Agreement or the Conditions means a resolution
passed at a meeting of the Noteholders duly convened and
held in accordance with the provisions herein contained
by a majority consisting of not less than 75 per cent. of
the persons voting thereat upon a show of hands or if a
poll be duly demanded then by a majority consisting of
not less than 75 per cent. of the votes given on such
poll.
21. Minutes of all resolutions and proceedings at every such
meeting as aforesaid shall be made and duly entered in
books to be from time to time provided for that purpose
by the Issuer and any such minutes as aforesaid if
purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings had
shall be conclusive evidence of the matters therein
contained and until the contrary is proved every such
meeting in respect of the proceedings of which minutes
have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings had
thereat to have been duly passed or had.
SCHEDULE 5
FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS,
COUPONS AND TALONS
PART I
FORM OF TEMPORARY GLOBAL NOTE
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
TEMPORARY GLOBAL NOTE
This Global Note is a Temporary Global Note in respect of a
duly authorised issue of Notes (the "Notes") of International
Lease Finance Corporation (the "Issuer") described, and having
the provisions specified, in the Pricing Supplement attached
hereto (the "Pricing Supplement"). References herein to the
Conditions shall be to the Terms and Conditions of the Notes
as set out in Schedule 2 to the Agency Agreement (as defined
below) as modified and supplemented by the information set out
in the Pricing Supplement, but in the event of any conflict
between the provisions of (i) that Schedule or (ii) this
Global Note and the information set out in the Pricing
Supplement, the Pricing Supplement will prevail.
Words and expressions defined or set out in the Conditions
and/or the Pricing Supplement shall bear the same meaning when
used herein.
This Global Note is issued subject to, and with the benefit
of, the Conditions and an Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented or
restated from time to time) dated 4th June, 1999 and made
between the Issuer, Citibank, N.A. (the "Agent") and the other
agents named therein.
For value received the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof on
each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the
Conditions, the amount payable under the Conditions in respect
of such Notes on each such date and to pay interest (if any)
on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions, upon presentation and, at
maturity, surrender of this Global Note at the office of the
Agent at 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX or at the
specified office of any of the other paying agents located
outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in
respect of the Notes, but in each case subject to the
requirements as to certification provided herein. On any
redemption or payment of an instalment or interest being made
in respect of, or purchase and cancellation of, any of the
Notes represented by this Global Note details of such
redemption,
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
payment or purchase and cancellation (as the case
may be) shall be entered by or on behalf of the Issuer in
Schedule One hereto and the relevant space in Schedule One
hereto recording any such redemption, payment or purchase and
cancellation (as the case may be) shall be signed by or on
behalf of the Issuer.
Upon any such redemption, payment of an instalment or purchase
and cancellation, as aforesaid, the nominal amount of the
Notes represented by this Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and
cancelled or by the amount of such instalment so paid. The
nominal amount of the Notes represented by this Global Note
following any such redemption, payment of an instalment or
purchase and cancellation as aforesaid or any exchange as
referred to below shall be the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column
in Part II, III or IV of Schedule One or Schedule Two hereto.
Prior to the Exchange Date (as defined below), all payments
(if any) on this Global Note will only be made to the bearer
hereof to the extent that there is presented to the Agent by
Cedelbank or Euroclear a certificate, substantially in the
form set out in Schedule Three hereto, to the effect that it
has received from or in respect of a person entitled to a
particular nominal amount of the Notes (as shown by its
records) a certificate in or substantially in the form of
Certificate "A" as set out in Schedule Three hereto. The
bearer of this Global Note will not be entitled to receive any
payment of interest hereon due on or after the Exchange Date
unless upon due certification exchange of this Global Note is
improperly withheld or refused.
On or after the date (the "Exchange Date") which is the later
of (i) 40 days after the Issue Date and (ii) 40 days after the
completion of the distribution of the Tranche of Notes
represented by this Global Note, as certified by the relevant
Dealer (in the case of a non-syndicated issue) or the relevant
lead manager (in the case of a syndicated issue), this Global
Note may be exchanged in whole or in part (free of charge)
for, as specified in the Pricing Supplement, either (i)
security printed Definitive Notes and (if applicable) Coupons,
Receipts and Talons in the form set out in Parts III, IV, V
and VI respectively of Schedule 5 to the Agency Agreement (on
the basis that all the appropriate details have been included
on the face of such Definitive Notes and (if applicable)
Coupons, Receipts and Talons and the Pricing Supplement (or
the relevant provisions of the Pricing Supplement) have been
endorsed on or attached to such Definitive Notes) or (ii) a
Permanent Global Note in or substantially in the form set out
in Part II of Schedule 5 to the Agency Agreement (together
with the Pricing Supplement attached thereto), in each case
upon notice being given by Euroclear and/or Cedelbank acting
on the instructions of any holder of an interest in this
Global Note and subject, in the case of Definitive Notes, to
such notice period as is specified in the Pricing Supplement.
If Definitive Notes and (if applicable) Coupons, Receipts
and/or Talons have already been issued in exchange for all the
Notes represented for the time being by the Permanent Global
Note, then this Global Note may only thereafter be exchanged
for Definitive Notes and (if applicable) Coupons, Receipts
and/or Talons pursuant to the terms hereof.
Presentation of this Global Note for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday)
on which banks are open for business in London at the office
of the Agent specified above. The Issuer shall procure that
the Definitive Notes or (as the case may be) the Permanent
Global Note shall be so issued and delivered in exchange for
only that portion of this Global Note in respect of which
there shall have been presented to the Agent by Euroclear or
Cedelbank a certificate, substantially in the form set out in
Schedule Three hereto, to the effect that it has received from
or in respect of a person entitled to a beneficial interest in
a particular nominal amount of the Notes (as shown by its
records) a certificate from such person in or substantially in
the form of Certificate "A" as set out in Schedule Three
hereto. The aggregate nominal amount of Definitive Notes or
interests in a Permanent Global Note issued upon an exchange
of this Global
Note will, subject to the terms hereof, be equal to the
aggregate nominal amount of this Global Note submitted by the
bearer hereof for exchange (to the extent that such nominal
amount does not exceed the aggregate nominal amount of this
Global Note).
On an exchange of the whole of this Global Note, this Global
Note shall be surrendered to the Agent. On an exchange of
part only of this Global Note, details of such exchange shall
be entered by or on behalf of the Issuer in Schedule Two
hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer,
whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the
nominal amount so exchanged. On any exchange of this Global
Note for a Permanent Global Note, details of such exchange
shall be entered by or on behalf of the Issuer in Schedule Two
to the Permanent Global Note and the relevant space in
Schedule Two thereto recording such exchange shall be signed
by or on behalf of the Issuer.
Until the exchange of the whole of this Global Note as
aforesaid, the bearer hereof shall in all respects (except as
otherwise provided herein) be entitled to the same benefits as
if he were the bearer of Definitive Notes and the relative
Coupons, Receipts and/or Talons (if any) represented hereby.
The Issuer hereby irrevocably agrees that in the event that
(i) this Global Note is not duly exchanged, whether in whole
or in part, for a Permanent Global Note or, as the case may
be, Definitive Notes by 6.00 p.m. (London time) on the
thirtieth day after the time on which such exchange is first
requested in accordance with the terms hereof or (ii) an
Event of Default occurs in respect of any Note represented by
this Global Note and such Note is not duly redeemed (or the
funds required for such redemption are not available to the
Agent for the purposes of effecting such redemption and
remain available for such purpose) by 6.00 p.m. (London time)
on the seventh day after the day on which such Note became
immediately redeemable, each Accountholder (as defined below)
or its successors or assigns may, provided the required
certifications have been made, without the consent and to the
exclusion of the bearer hereof, file any claim, take any
action or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to
pay any amount due in respect of each Note represented by
this Global Note which is credited to such Accountholder's
securities account with Euroclear and/or Cedelbank as fully
as though such Note were evidenced by a Definitive Note
without the production of this Global Note, provided that the
bearer hereof shall not theretofore have filed a claim, taken
action or instituted proceedings to enforce the same in
respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note
represented hereby in respect of which full settlement has
occurred as a result of any such claim, action or proceeding
by such relevant Accountholders or their successors or
assigns.
"Accountholder" means each person (other than Euroclear or
Cedelbank) who is for the time being shown in the records of
Euroclear or of Cedelbank as the holder of a particular
nominal amount of the Notes represented by this Global Note
(in which regard any certificate or other document issued by
Euroclear or Cedelbank as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).
This Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York.
This Global Note shall not be valid unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Global Note to
be duly executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
Schedule One to the Temporary Global Note
PART I
INTEREST PAYMENTS
Date made Total amount Amount of Confirmation of
of interest interest payment on behalf
payable paid of the Issuer
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
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______ _____________ ______________ _______________
______ _____________ ______________ _______________
______ _____________ ______________ _______________
PART II
PAYMENT OF INSTALMENT AMOUNTS
Date Total amount Amount of Remaining Confirmation
made of Instalment Instalment nominal amount of payment on
Amounts Amounts paid of this Global behalf of the
payable Note following Issuer
such payment<*>
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
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_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
_____ _____________ ______________ _______________ ______________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
PART III
REDEMPTIONS
Date Total Amount of Remaining Confirmation
made amount of principal nominal of redemption
principal paid amount of on behalf of
payable this Global the Issuer
Note
following
such
redemption<*>
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
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____ __________ ______________ ____________ _____________
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____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
____ __________ ______________ ____________ _____________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
PART IV
PURCHASES AND CANCELLATIONS
Date Part of nominal Remaining nominal Confirmation of
made amount of this amount of this purchase and
Global Note Global Note cancellation on
purchased and following such behalf of the
cancelled purchase and Issuer
cancellation<*>
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
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______ ________________ __________________ _________________
______ ________________ __________________ _________________
______ ________________ __________________ _________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
Schedule Two to the Temporary Global Note
EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE
The following exchanges of a part of this Global Note for
Definitive Notes or a Permanent Global Note have been made:
Date made Nominal amount Remaining Notation made on
of this Global nominal amount behalf of the
Note exchanged of this Global Issuer
for Definitive Note following
Notes or a such exchange<*>
Permanent Global
Note
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
_________ ________________ ________________ ________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
Schedule Three to the Temporary Global Note
FORM OF CERTIFICATE TO BE PRESENTED BY EUROCLEAR OR CEDELBANK
INTERNATIONAL LEASE FINANCE CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our
records as persons being entitled to a beneficial interest in
a portion of the principal amount set forth below (our "Member
Organisations") substantially to the effect set forth in the
Agency Agreement, as of the date hereof, [ ] principal
amount of the above-captioned Securities (i) is owned by
persons that are not (a) individuals who are citizens or
residents of the United States, (b) corporations,
partnerships, or other entities created or organised in or
under the laws of the United States, (c) an estate, the income
of which is subject to United States Federal income taxation
regardless of its source or (d) a trust, if a United States
court is able to exercise primary supervision over the
administration of the trust and one or more United States
persons have the authority to control all substantial
decisions of the trust ("United States persons"), (ii) is
owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S.
Treasury Regulations Sections 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale,
or (b) acquired the Securities through foreign branches of
United States financial institutions and who hold the
Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such
United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or
the Issuer's agent that it will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and to the further effect that United
States or foreign financial institutions described in
clause (iii) above (whether or not also described in clause
(i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to
its jurisdiction; and its "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
If the Securities are of the category contemplated in Section
230.903(b)(3) of Regulation S under the Securities Act of
1933, as amended (the "Act") then this is also to certify with
respect to such principal amount of Securities set forth above
that, except as set forth below, we have received in writing,
by tested telex or by electronic transmission, from our Member
Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to
the effect set forth in the Agency Agreement.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary
global Security excepted in such certifications and (ii) that
as of the date hereof we have not received any notification
from any of our Member Organisations to the effect that the
statements made by such Member Organisations with respect to
any portion of the part submitted herewith for exchange (or,
if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the
date hereof.
We understand that this certification is required in
connection with certain tax laws and, if applicable, certain
securities laws of the United States. In connection
therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably
authorise you to produce this certification to any interested
party in such proceedings.
Dated: [ ]<*>
Yours faithfully,
[Xxxxxx Guaranty Trust Company of New York, Brussels Office,
as operator of the Euroclear System]/[Cedelbank]
By:
[FN]
<*> To be dated no earlier than the Exchange Date.
CERTIFICATE "A"
INTERNATIONAL LEASE FINANCE CORPORATION
[Title of Securities]
(the "Securities")
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you
for our account (i) are owned by persons that are not (a)
individuals who are citizens or residents of the United
States, (b) corporations, partnership, or other entities
created or organised in or under the laws of the United
States, (c) an estate, the income of which is subject to
United States Federal income taxation regardless of its source
or (d) a trust, if a United States court is able to exercise
primary supervision over the administration of the trust and
one or more United States persons have the authority to
control all substantial decisions of the trust ("United States
persons"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or
(b) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities
through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the
Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial institution
described in clause (iii) above (whether or not also described
in clause (i) or (ii)) this is to further certify that such
financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to
its jurisdiction; and its "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your
certification relating to the Securities held by you for our
account in accordance with your documented procedures if any
applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that
this certification applies as of such date.
This certification excepts and does not relate to [ ]
of such interest in the above Securities in respect of which
we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if
relevant, exercise of any right or collection of any interest)
cannot be made until we do so certify.
We understand that this certification is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States.
In connection therewith, if administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be
relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.
Dated: [ ]<*>
[Name of Person Making Certification]
By:
[FN]
<*> To be dated no earlier than the fifteenth day prior to the Exchange Date.
PART II
FORM OF PERMANENT GLOBAL NOTE
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND
1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
PERMANENT GLOBAL NOTE
This Global Note is a Permanent Global Note in respect of a
duly authorised issue of Notes (the "Notes") of International
Lease Finance Corporation (the "Issuer") described, and having
the provisions specified, in the Pricing Supplement or Pricing
Supplements attached hereto (together the "Pricing
Supplement"). References herein to the Conditions shall be to
the Terms and Conditions of the Notes as set out in Schedule 2
to the Agency Agreement (as defined below) as modified and
supplemented by the information set out in the Pricing
Supplement, but in the event of any conflict between the
provisions of (i) that Schedule or (ii) this Global Note and
the information set out in the Pricing Supplement, the Pricing
Supplement will prevail.
Words and expressions defined or set out in the Conditions
and/or the Pricing Supplement shall bear the same meaning when
used herein.
This Global Note is issued subject to, and with the benefit
of, the Conditions and an Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference
to that agreement as the same may be amended, supplemented or
restated from time to time) dated 4th June, 1999 and made
between the Issuer, Citibank, N.A. (the "Agent") and the other
agents named therein.
For value received the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof on
each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier
date(s) as all or any of the Notes represented by this Global
Note may become due and repayable in accordance with the
Conditions, the amount payable under the Conditions in respect
of such Notes on each such date and to pay interest (if any)
on the nominal amount of the Notes from time to time
represented by this Global Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions, upon presentation and, at
maturity, surrender of this Global Note at the office of the
Agent at 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX or at the
specified office of any of the other paying agents located
outside the United States (except as provided in the
Conditions) from time to time appointed by the Issuer in
respect of the Notes. On any redemption or payment of an
instalment or interest being made in respect of, or purchase
and cancellation of, any of the Notes represented by this
Global Note details of such redemption, payment or purchase
and cancellation (as the case may be) shall be entered by or
on behalf of the Issuer in Schedule One hereto and the
relevant space in Schedule One hereto recording any such
redemption, payment or purchase and cancellation (as the case
may be) shall be signed by or on behalf of the Issuer.
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
Upon any such redemption, payment of an instalment or purchase
and cancellation as aforesaid, the nominal amount of the Notes
represented by this Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and
cancelled or by the amount of such instalment so paid. The
nominal amount of the Notes represented by this Global Note
following any such redemption, payment of an instalment or
purchase and cancellation as aforesaid, or any exchange as
referred to below shall be the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column
in Part II, III or IV of Schedule One or Schedule Two hereto.
The Notes will initially have been represented by a Temporary
Global Note. On any exchange of any such Temporary Global
Note for this Global Note or any part hereof, details of such
exchange shall be entered by or on behalf of the Issuer in
Schedule Two hereto and the relevant space in Schedule Two
hereto recording such exchange shall be signed by or on behalf
of the Issuer, whereupon the nominal amount of the Notes
represented by this Global Note shall be increased by the
nominal amount of any such Temporary Global Note so exchanged.
This Global Note may be exchanged in whole but not in part
(free of charge), for Definitive Notes and (if applicable)
Coupons, Receipts and/or Talons in the form set out in Parts
III, IV, V and VI respectively of Schedule 5 to the Agency
Agreement (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if
applicable) Coupons, Receipts and Talons and the Pricing
Supplement (or the relevant provisions of the Pricing
Supplement) have been endorsed on or attached to such
Definitive Notes) upon not less than 60 days' written notice
being given to the Agent by Euroclear and/or Cedelbank acting
on the instructions of any holder of an interest in this
Global Note.
Any such exchange as aforesaid will be made upon presentation
of this Global Note at the office of the Agent specified above
by the bearer hereof on any day (other than a Saturday or
Sunday) on which banks are open for business in London. The
aggregate nominal amount of Definitive Notes issued upon an
exchange of this Global Note will be equal to the aggregate
nominal amount of this Global Note.
On an exchange of this Global Note, this Global Note shall be
surrendered to the Agent.
Until the exchange of this Global Note as aforesaid, the
bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits as if he
were the bearer of Definitive Notes and the relative Coupons,
Receipts and/or Talons (if any) represented hereby.
The Issuer hereby irrevocably agrees that in the event that
(i) this Global Note is not duly exchanged for Definitive
Notes by 6.00 p.m. (London time) on the thirtieth day after
the time on which such exchange is first requested in
accordance with the terms hereof or (ii) an Event of Default
occurs in respect of any Note represented by this Global Note
and such Note is not duly redeemed (or the funds required for
such redemption are not available to the Agent for the
purposes of effecting such redemption and remain available
for such purpose) by 6.00 p.m. (London time) on the seventh
day after the day on which such Note became immediately
redeemable, each Accountholder (as defined below) or its
successors or assigns may, without the consent and to the
exclusion of the bearer hereof, file any claim, take any
action or institute any proceeding to enforce, directly
against the Issuer, the obligation of the Issuer hereunder to
pay any amount due in respect of each Note represented by
this Global Note which is credited to such Accountholder's
securities account with a Euroclear and/or Cedelbank as fully
as though such Note were evidenced by a Definitive Note
without the production of this Global Note, provided that the
bearer hereof shall not theretofore have filed a claim, taken
action or instituted proceedings to enforce the same in
respect of such Note. The face amount of this Global Note
shall be reduced by the face amount, if any, of each Note
represented hereby in respect of which full settlement has
occurred as a result of
any such claim, action or proceeding by such relevant
Accountholders or their successors or assigns.
"Accountholder" means each person (other than Euroclear or
Cedelbank) who is for the time being shown in the records of
Euroclear or of Cedelbank as the holder of a particular
nominal amount of the Notes represented by this Global Note
(in which regard any certificate or other document issued by
Euroclear or Cedelbank as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error).
This Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York.
This Global Note shall not be valid unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Global Note to
be duly executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
------------------------------------
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
Schedule One to the Permanent Global Note
PART I
INTEREST PAYMENTS
Date Total amount of Amount of Confirmation of
made interest payable interest payment on behalf
paid of the Issuer
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
_____ ______________ ______________ _______________
PART II
PAYMENT OF INSTALMENT AMOUNTS
Date Total amount Amount of Remaining Confirmation
made of Instalment nominal of
Instalment Amounts paid amount of payment on
Amounts this Global behalf of
payable Note the Issuer
following
such payment<*>
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
____ ____________ _____________ _____________ ___________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
PART III
REDEMPTIONS
Date Total amount Amount of Remaining Confirmation
made of principal principal nominal of redemption
payable paid amount of on
this Global behalf of the
Note Issuer
following
such
redemption<*>
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
______ ____________ ___________ ___________ ____________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
PART IV
PURCHASES AND CANCELLATIONS
Date Part of nominal Remaining nominal Confirmation of
made amount of this amount of this purchase and
Global Note Global cancellation on
purchased and Note following behalf of the
cancelled such purchase and Issuer
cancellation<*>
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
_______ ________________ _________________ _________________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
Schedule Two to the Permanent Global Note
SCHEDULE OF EXCHANGES
The following exchanges affecting the nominal amount of this
Global Note have been made:
Date Nominal amount of Remaining nominal Notation
made Temporary Global amount of this made on
Note exchanged for Global Note behalf of
this Global Note following such the Issuer
exchange<*>
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
____ __________________ ___________________ ___________
[FN]
<*> See most recent entry in Part II, III or IV of Schedule One or
Schedule Two in order to determine this amount.
PART III
FORM OF DEFINITIVE NOTE
[Face of Note]
_____________________________________________________________
00 000000 [ISIN] 00 000000
_____________________________________________________________
[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.]<1>
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
This Note is one of a duly authorised issue of Notes
denominated in the Specified Currency (the "Notes") of
International Lease Finance Corporation (the "Issuer").
References herein to the Conditions shall be to the Terms and
Conditions [endorsed hereon/attached hereto/set out in
Schedule 2 to the Agency Agreement (as defined below) which
shall be incorporated by reference herein and have effect as
if set out herein] as modified and supplemented by the Pricing
Supplement (the "Pricing Supplement") (or the relevant
provisions of the Pricing Supplement) endorsed hereon but, in
the event of any conflict between the provisions of the
Conditions and the information in the Pricing Supplement, the
Pricing Supplement will prevail.
This Note is issued subject to, and with the benefit of, the
Conditions and an Agency Agreement (the "Agency Agreement",
which expression shall be construed as a reference to that
agreement as the same may be amended, supplemented or restated
from time to time) dated 4th June, 1999 and made between the
Issuer, Citibank, N.A. (the "Agent") and the other agents
named therein.
For value received, the Issuer, subject to and in accordance
with the Conditions, promises to pay to the bearer hereof [on
each Instalment Date and] on the Maturity Date and/or on such
earlier date(s) as this Note may become due and repayable in
accordance with the Conditions, the amount payable under the
Conditions in respect of this Note on each such date and to
pay interest (if any) on this Note calculated and payable as
provided in the Conditions together with any other sums
payable under the Conditions.
This Note shall not be validly issued unless authenticated by
the Agent.
IN WITNESS whereof the Issuer has caused this Note to be duly
executed on its behalf.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
[FN]
<1> This legend can be deleted if the Notes have an initial maturity
of 365 days or less.
Authenticated without recourse,
warranty or liability by
CITIBANK, N.A.
By:
[Reverse of Note]
Terms and Conditions
[Terms and Conditions to be as set out in
Schedule 2 to the Agency Agreement]
PART IV
FORM OF COUPON
[Face of Coupon]
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche]
Notes
Part A
For Fixed Rate Notes:
This Coupon is payable to bearer, separately Coupon for
negotiable and subject to the Terms and [ ]
Conditions of the Notes to which it appertains. due on
[ ]
Part B
For Floating Rate Notes or Index Linked Interest Notes:
Coupon for the amount due in accordance with Coupon due
the Terms and Conditions of the Notes to which in [ ]
it appertains on the Interest Payment Date falling
in [ ].
This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions, under which it may become void
before its due date.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
_____________________________________________________________
00 000000 [ISIN] 00 000000
_____________________________________________________________
PART V
FORM OF RECEIPT
[Face of Receipt]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
Series No. [ ]
Receipt for the sum of [ ] being the
instalment of principal payable in accordance with the Terms
and Conditions endorsed on the Note to which this Receipt
appertains (the "Conditions") on [ ].
This Receipt is issued subject to and in accordance with the
Conditions which shall be binding upon the holder of this
Receipt (whether or not it is for the time being attached to
such Note) and is payable at the specified office of any of
the Paying Agents set out on the reverse of the Note to which
this Receipt appertains (and/or any other or further Paying
Agents and/or specified offices as may from time to time be
duly appointed and notified to the Noteholders).
This Receipt must be presented for payment together with the
Note to which it appertains. The Issuer shall have no
obligation in respect of any Receipt presented without the
Note to which it appertains or any unmatured Receipts.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
PART VI
FORM OF TALON
[Face of Talon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.
INTERNATIONAL LEASE FINANCE CORPORATION
[Specified Currency and Nominal Amount of Tranche] Notes
Series No. [ ]
On and after [ ] further Coupons [and a
further Talon] appertaining to the Note to which this Talon
appertains will be issued at the specified office of any of
the Paying Agents set out on the reverse hereof (and/or any
other or further Paying Agents and/or specified offices as may
from time to time be duly appointed and notified to the
Noteholders) upon production and surrender of this Talon.
This Talon may, in certain circumstances, become void under
the Terms and Conditions endorsed on the Notes to which this
Talon appertains.
INTERNATIONAL LEASE FINANCE CORPORATION
By:
[Reverse of Coupon, Receipt and Talon]
AGENT
CITIBANK, N.A.
0 Xxxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX
Xxxxxxx
OTHER PAYING AGENTS
BANQUE INTERNATIONAL a CITIBANK (SWITZERLAND)
LUXEMBOURG S.A. Xxxxxxxxxxxxxx 00
00 route d'Xxxx XX-0000 Xxxxxx
X-0000 Xxxxxxxxxx Xxxxxxxxxxx
and/or such other or further Agent or other Paying Agents
and/or specified offices as may from time to time be duly
appointed by the Issuer and notice of which has been given to
the Noteholders.
SIGNATORIES
The Issuer
INTERNATIONAL LEASE FINANCE CORPORATION
By: /S/ Xxxx X. Xxxx
-----------------------
/S/ Xxxxxx X. Xxxxxx
-----------------------
The Agent
CITIBANK, N.A.
By: /S/ Xxxxx Xxxxxx
-----------------------
The other Paying Agents
BANQUE INTERNATIONALE A LUXEMBOURG S.A.
By: /S/ Xxxxx Xxxxxx
------------------------
CITIBANK (SWITZERLAND)
By: /S/ Xxxxx Xxxxxx
-------------------------
