Exhibit 4.3
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES P
(FIXED RATE)
REGISTERED REGISTERED
NO. FXR-
CUSIP-
If this Security is registered in the name of The Depository Trust Company (the
"Depositary") (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) or its nominee, this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary unless and until
this Security is exchanged in whole or in part for Securities in definitive
form. Unless this certificate is presented by an authorized representative of
the Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
the Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co. has an interest herein.
Original
Stated Interest Issue Principal
Maturity: Rate: Date: Amount:
---------- -----------% ---------- ----------
Issue Price:
Repurchase Price Overdue
(for Discount Rate (if any):
Securities):
Redeemable On Or After:
Optional Repayment Date:
Optional Reset Dates:
Extension Periods:
Final Maturity:
Other Provisions:
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(herein called the "Company", which term includes any successor corporation
under the Indenture, as hereinafter defined), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum set
forth above at Stated Maturity shown above and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest Payment Date
(as defined below) to which interest has been paid or duly provided for at a
fixed rate per annum semi annually in arrears on April 15 and October 15 in each
year, unless otherwise set forth above ("Interest Payment Dates"), until the
principal hereof is paid or made available for payment, and on Stated Maturity.
Interest will be payable on each Interest Payment Date and at Stated Maturity or
upon redemption or optional repayment. Interest will be payable to the Holder at
the close of business on the Regular Record Date which shall be April 1 and
October 1 of each year, unless otherwise set forth above, next preceding such
Interest Payment Date; provided, however, that interest payable at Stated
Maturity or upon redemption or optional repayment will be payable to the person
to whom principal is payable and (to the extent that the payment of such
interest shall be legally enforceable) at the Overdue Rate, if any, per annum
set forth above on any overdue principal and premium and on any overdue
installment of interest. If the Original Issue Date is between a Regular Record
Date and the next succeeding Interest Payment Date, the first payment of
interest hereon will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder on such next Regular Record Date.
Payment of the principal, and premium, if any, and interest payable
at Stated Maturity or upon redemption or optional repayment of this Security
will be made in immediately available funds at the corporate trust office or
agency of the Trustee in New York, New York, provided that this Security is
presented to the Trustee in time for the Trustee to make such payments in such
funds in accordance with its normal procedures. Interest (other than interest
payable at Stated Maturity or upon redemption or optional repayment) will be
paid by check mailed to the address of the person entitled thereto as it appears
in the Security Register on the applicable Regular Record Date or, at the option
of the Company, by wire transfer to an account maintained by such person with a
bank located in the United States. Notwithstanding the foregoing, (1) the
Depositary or its nominee, if it is the registered Holder of this Security, will
be entitled to receive payments of interest (other than at Stated Maturity or
upon redemption or optional repayment) by wire transfer to an account maintained
by such Holder with a bank located in the United States, and (2) a Holder of
$10,000,000 or more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the Regular Record Date
preceding an applicable Interest Payment Date by the Trustee of written
instructions from such Holder, be entitled to receive payments of interest
(other than at Stated Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank located in the
United States. Such instructions shall remain in effect with respect to payments
of interest made to such Holder on subsequent Interest Payment Dates unless
revoked or changed by written instructions received by the Trustee from such
Holder, provided that any such written revocation or change which is received by
the Trustee after a Regular Record Date and before the related Interest Payment
Date shall not be effective with respect to the interest payable on such
Interest Payment Date.
This Security is one of a duly authorized issue of Medium-Term
Notes, Series P of the Company (herein called the "Securities"), issued and to
be issued under an Indenture dated as of November 1, 2000 (herein called the
"Indenture") between the Company and The Bank of New York, as trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), as amended, to which the Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of this series may
be issued from time to time at varying maturities, interest rates and other
terms as may be designated with respect to a Security.
After the completion of the issuance for which this Security is a
part, the Company may, from time to time, reopen such issuance and issue
additional Securities with the same terms (including maturity and interest
payment terms) as this Security. After such additional Securities are issued,
they will be fungible with this Security.
Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Dates. Interest payments for this Security
shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. If any Interest Payment Date specified on the face hereof
would otherwise be a day that is not a Business Day, the Interest Payment Date
shall be postponed to the next day that is a Business Day. "Business Day" means
any day that is not a Saturday or Sunday and that, in The City of New York, is
not a day on which banking institutions are generally authorized or obligated to
close.
On each Optional Reset Date, if any, specified on the face hereof,
the Company has the option to reset the interest rate hereon. If no date or
dates for such reset are set forth on the face hereof, this Security will not be
subject to such reset. The Company may exercise such option by notifying the
Trustee of such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date. Not later than 40 days prior to such Optional Reset Date,
the Trustee will mail to the Holder hereof a notice (the "Reset Notice"), first
class, postage prepaid. The Reset Notice will indicate whether the Company has
elected to reset the interest rate hereon and if so, (1) such new interest rate;
and (2) the provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to Stated Maturity (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during such
Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its option,
revoke the interest rate as provided for in the Reset Notice, and establish an
interest rate that is higher than the interest rate provided for in the relevant
Reset Notice for the Subsequent Interest Period commencing on such Optional
Reset Date, by causing the Trustee to mail, not later than 20 days prior to an
Optional Reset Date (or, if the day is not a Business Day, on the immediately
succeeding Business Day), a notice of such higher interest rate to the Holder
hereof. Such notice will be irrevocable. The Company must notify the Trustee of
its intentions to revoke such Reset Notice at least 25 days prior to such
Optional Reset Date. If the interest rate hereof is reset on an Optional Reset
Date and the Holder hereof has not tendered this Security for repayment (or has
validly revoked any such tender) pursuant to the next succeeding paragraph, such
Holder will bear such higher interest rate for the Subsequent Interest Period.
If the Company elects to reset the interest rate hereon as described
above, the Holder hereof will have the option to elect repayment hereof by the
Company on any Optional Reset Date at a price equal to the aggregate principal
amount hereof outstanding on, plus any interest accrued to, such Optional Reset
Date. In order to exercise such option, the Holder hereof must follow the
procedures set forth below for optional repayment, except that (1) the period
for delivery of this Security or notification to the Trustee will be at least 25
but not more than 35 days prior to such Optional Reset Date and (2) a Holder who
has tendered for repayment pursuant to a Reset Notice may, by written notice to
the Trustee, revoke any such tender until the close of business on the tenth day
prior to such Optional Reset Date.
The Company may extend the Stated Maturity of this Security for the
number of periods of whole years from one to five, if any, specified on the face
hereof under Extension Periods up to but not beyond the Final Maturity Date
specified on the face hereof. If no period or periods for such extension are set
forth on the face hereof, this Security will not be subject to such extension.
The Company may exercise such option by notifying the Trustee of such exercise
at least 45 but not more than 60 days prior to the old Stated Maturity. Not
later than 40 days prior to the old Stated Maturity, the Trustee will mail to
the Holder hereof a notice (the "Extension Notice"), first class, postage
prepaid. The Extension Notice will set forth (1) the election of the Company to
extend the Stated Maturity; (2) the new Stated Maturity; (3) the interest rate
applicable to the Extension Period; and (4) the provisions, if any, for
redemption during the Extension Period, including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by such
Trustee of an Extension Notice to the Holder hereof, the Stated Maturity shall
be extended automatically, and, except as modified by the Extension Notice and
as described in the next paragraph, this Security will have the same terms as
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
old Stated Maturity, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period, by causing the Trustee to mail notice of such higher
interest rate, as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this Security will bear
such higher interest rate for the Extension Period, whether or not tendered for
repayment.
If the Company extends Stated Maturity, the Holder hereof will have
the option to elect repayment hereof by the Company on the old Stated Maturity
at a price equal to the principal amount hereof, plus any interest accrued and
unpaid to such date. In order to exercise such option, the Holder hereof must
follow the procedures set forth for optional repayment, except that (1) the
period for delivery of this Security or notification to the Trustee will be at
least 25 but not more than 35 days prior to the old Stated Maturity and (2) a
Holder who has tendered for repayment pursuant to an Extension Notice may, by
written notice to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated Maturity.
Unless otherwise indicated on the face of this Security, this
Security may not be redeemed prior to Stated Maturity. If so indicated on the
face of this Security, this Security may be redeemed, at the option of the
Company, on any date on or after the date set forth on the face hereof, either
in whole or from time to time in part at a redemption price equal to 100% of the
principal amount redeemed, together with interest accrued and unpaid thereon to
the date of redemption. Notice of redemption shall be mailed to the Holders of
the Securities designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more than 60 days prior
to the date of redemption, subject to all the conditions and provisions of the
Indenture. In the event of any redemption, the Company will not be required to
(1) issue, register the transfer of, or exchange any Security during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending at the close of business on the date of mailing of the
relevant notice of redemption or (2) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except the unredeemed
portion of any Security being redeemed in part. Only a new Security or
Securities for the amount of the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.
If so provided on the face of this Security, the Security will be
subject to repayment at the option of the Holder on the date or dates so
indicated on the face hereof. If no date or dates for such repayment are set
forth on the face hereof, this Security will not be repayable at the option of
the Holder prior to Stated Maturity. On an optional repayment date, if any, this
Security will be repayable in whole or in part in increments of $1,000 at the
option of the Holder at a price equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment, if not
more than 60 nor less than 30 days prior to the date or dates of repayment set
forth on the face hereof, the Company receives either (a) the Security with the
form entitled "Option to Elect Repayment" on the reverse of the Security duly
completed or (b) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America stating the name of the Holder of the Security, the principal
amount of the Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised, and a guarantee that the
Security to be repaid with the form entitled "Option to Elect Repayment" on the
reverse of the Security duly completed will be received by the Company within
five Business Days after the date of the telegram, telex, facsimile transmission
or letter, and the security and form duly completed are so received by the
Company. Any notice of this effect received by the Company will be irrevocable.
The final and binding determination of all questions as to the validity,
eligibility (including time of receipt) and acceptance of this Security for
repayment will be made by the Company. In the event of repayment of this
Security in part only, a new Security for the unrepaid portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
Unless otherwise specified on the face hereof, if (1) this Security
is issued with original issue discount (as defined in the Internal Revenue Code
of 1986, as amended)( the "Code"), and (2) the principal hereof is declared to
be due and payable immediately, the amount of principal due and payable with
respect hereto shall be limited to the Principal Amount hereof multiplied by the
sum of the Issue Price hereof (expressed as a percentage of the Principal Amount
hereof); plus the aggregate portions of the original issue discount (consisting
of the excess of the amounts considered as part of the "stated redemption price
at maturity" of the Security within the meaning of Section 1273(a)(2) of the
Code, whether denominated as principal or interest, over the Issue Price), which
have
accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issuance of the Security to the date of
determination; and minus any amount paid from the date of issuance up to the
date of determination which is considered part of the "stated redemption price
at maturity" of the Security.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of not less than a majority in
principal amount of the outstanding Securities of any such series to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Security at the times, places and rate, and in the
coin or currency, herein prescribed. However, the Indenture limits Xxxxxx's
rights to enforce the Indenture and this Security.
This Security is exchangeable only if (1) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for this
Global Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor Depositary is not appointed within the time specified in the
Indenture, or (2) the Company in its sole discretion determines that all Global
Securities of the same series as this Security shall be exchangeable for
definitive Securities of differing denominations aggregating a like amount in
registered form. If this Security is exchangeable pursuant to the preceding
sentence, it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in denominations of
$1,000 and integral multiples of $1,000 in excess thereof, bearing interest at
the same rate, having the same date of issuance, redemption provisions, if any,
Stated Maturity and other terms.
The Depositary will not sell, assign, transfer or otherwise convey
any beneficial interest in this Security unless such beneficial interest is in
an amount equal to $1,000 or an integral multiple of $1,000 in excess thereof.
The Depositary, by accepting this Security, agrees to be bound by such
provision.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal as of the Dated Date set forth on the
face hereof.
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal]
By:
----------------------------------
Chairman of the Board
----------------------------------
President
Attest:
----------------------------------
Secretary
Unless the certificate of authentication hereon has been executed by
The Bank of New York, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories or
authorized Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Date of Registration:
THE BANK OF NEW YORK,
as Trustee
By
------------------------------------
Authorized Signatory
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- __________________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above
list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee _________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________________________________
______________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_____________________________________________________ Attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ________________________________
_________________________________________
_________________________________________
Notice: The signature to this assignment
must correspond with the name as
written on the face of the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Security (or portion thereof specified below)
pursuant to its terms at a price equal to the principal amount thereof, together
with interest to the repayment date, to the undersigned.
The undersigned acknowledges that for the within Security to be
repaid, the Company must receive at the offices or agencies of the Trustee in
The City of New York, during the period specified in this Security (1) the
Security with this "Option to Elect Repayment" form duly completed, or (2) a
telegram, telex, facsimile or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States of America setting forth the name
of the Holder of the Security, the principal amount of the Security, the amount
of the Security to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Security to be repaid with the
"Option to Elect Repayment" form duly completed will be received by the Company
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Security and form duly completed are
received by the Company by such fifth Business Day. Any such notice received by
the Company during the period specified in this Security shall be irrevocable.
If less than the entire principal amount of the within Security is
to be repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which the Holder elects to have repaid: $______________; and
specify the denomination or denominations (which shall be $1,000 or an integral
multiple thereof) of the Security or Securities to be issued to the Holder for
the portion of the within Security not being repaid (in the absence of any such
specification, one such Security will be issued for the portion not being
repaid): $______________.
Dated:
_________________________________________
Note: The signature to this Option to
Elect Repayment must correspond with the
name as it appears upon the face of the
within Security in every particular
without alteration or enlargement or any
change whatever.
