EXHIBIT 4.1
March 25, 2002
International Lease Finance Corporation
1999 Avenue of The Stars
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxx Xxxxxx, Treasurer
Re: Revolving Credit Facility
Ladies and Gentlemen:
BANK OF AMERICA, N.A. (the "Lender") is pleased to make available to
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (the
"Borrower"), a revolving credit facility on the terms and subject to the
conditions set forth below. Terms not defined herein have the meanings assigned
to them in Exhibit A hereto.
1. THE FACILITY.
(a) THE COMMITMENT. Subject to the terms and conditions set forth
herein, the Lender agrees to make available to the Borrower until
the Maturity Date a revolving credit facility providing for loans
("Loans") in an aggregate principal amount not exceeding at any time
$250,000,000 (the "Commitment"). Within the foregoing limit, the
Borrower may borrow, repay and reborrow Loans until the Maturity
Date.
(b) BORROWINGS, CONVERSIONS, CONTINUATIONS. The Borrower may request
that Loans be (i) made as or converted to Base Rate Loans by
irrevocable notice to be received by the Lender not later than 11:00
am, on the Business Day of the borrowing or conversion, or (ii) made
or continued as, or converted to, Eurodollar Rate Loans by
irrevocable notice to be received by the Lender not later than 11:00
a.m., three Business Days prior to the Business Day of the
borrowing, continuation or conversion. If the Borrower fails to give
a notice of conversion or continuation prior to the end of any
Interest Period in respect of any Eurodollar Rate Loan, the Borrower
shall be deemed to have requested that such Loan be converted to a
Base Rate Loan on the last day of the applicable Interest Period. If
the Borrower requests that a Loan be continued as or converted to a
Eurodollar Rate Loan, but fails to specify an Interest Period with
respect thereto, the Borrower shall be deemed to have selected an
Interest Period of one month. Notices pursuant to this Paragraph
1(b) may be given by telephone if promptly confirmed in writing.
Each Eurodollar Rate Loan shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Base Rate Loan shall be in a minimum principal amount of $5,000,000.
Loans will be made by crediting the Borrower's account with Xxxxxx.
(c) INTEREST. At the option of the Borrower, Loans shall bear interest
at a rate per annum equal to (i) the Eurodollar Rate plus the Margin
set forth in Schedule I, or (ii) the Base Rate. Interest on Base
Rate Loans shall be calculated on the basis of a year of 365 or 366
days and actual days elapsed. All other interest hereunder shall be
calculated on the basis of a year of 360 days and actual days
elapsed.
The Borrower promises to pay interest (i) for each Eurodollar Rate
Loan, (A) on the last day of the applicable Interest Period, and, if
the Interest Period is longer than three months, on the respective
dates that fall every three months after the beginning of the
Interest Period, and (B) on the date of any conversion of such Loan
to a Base Rate Loan; (ii) for Base Rate Loans, on the last Business
Day of each calendar quarter; and (iii) for all Loans, on the
Maturity Date. If the time for any payment is extended by operation
of law or otherwise, interest shall continue to accrue for such
extended period.
After the date any principal amount of any Loan is due and payable
(whether on the Maturity Date, upon acceleration or otherwise), or
after any other monetary obligation hereunder shall have become due
and payable, the Borrower shall pay, but only to the extent
permitted by law, interest (after as well as before judgment) on
such amounts at a rate per annum equal to the Base Rate plus 2%.
Such interest shall be payable on demand.
In no case shall interest hereunder exceed the amount that the
Lender may charge or collect under applicable law.
(d) EVIDENCE OF LOANS. The Loans and all payments thereon shall be
evidenced by the Xxxxxx's loan accounts and records; provided,
however, that upon the request of the Lender, the Loans may be
evidenced by a promissory note in the form of Exhibit B hereto in
addition to such loan accounts and records. Such loan accounts,
records and promissory note shall be rebuttable presumptive evidence
of the amount of the Loans and payments thereon. Any failure to
record any Loan or payment thereon or any error in doing so shall
not limit or otherwise affect the obligation of the Borrower to pay
any amount owing with respect to the Loans.
(e) FEES. The Borrower agrees to pay to the Lender an annual facility
fee computed by multiplying the average daily amount of the
Commitment by the percentage determined with respect to such
facility fee in accordance with Schedule I hereto. The Borrower
further agrees to pay to the Lender, for each period in which the
outstanding aggregate principal balance of the Loans exceeds the
percentages set forth in Schedule I, a utilization fee calculated by
multiplying the average outstanding amount of Loans outstanding
during such period by the rates set forth in Schedule I. Such fees
shall be payable in arrears on the last Business Day of
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each calendar quarter (and each applicable quarter with respect to
the utilization fee) and on the Maturity Date, and calculated on the
basis of a year of 360 days and actual days elapsed.
(f) REPAYMENT. The Borrower promises to pay all Loans then outstanding
on the Maturity Date.
The Borrower shall make all payments required hereunder not later
than 3:00 p.m., on the date of payment in same day funds in Dollars
at the office of the Lender located at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxxxxx, Xxxxx 00000, or such other address as the Lender may from
time to time designate in writing.
All payments by the Borrower to the Lender hereunder shall be made
to the Lender in full without set-off or counterclaim and free and
clear of and exempt from, and without deduction or withholding for
or on account of, any present or future taxes, levies, imposts,
duties or charges of whatsoever nature imposed by any government or
any political subdivision or taxing authority thereof. The Borrower
shall reimburse the Lender for any taxes imposed on or withheld from
such payments (other than taxes imposed on the Lender's income, and
franchise taxes imposed on the Lender, by the jurisdiction under the
laws of which the Lender is organized or any political subdivision
thereof).
(g) PREPAYMENTS. The Borrower may, upon three Business Days' notice, in
the case of Eurodollar Rate Loans, and upon same-day notice in the
case of Base Rate Loans, prepay Loans on any Business Day; provided
that the Borrower pays all Breakage Costs (if any) associated with
such prepayment on the date of such prepayment. Prepayments of
Eurodollar Rate Loans must be accompanied by a payment of interest
on the amount so prepaid. Prepayments must be in a principal amount
of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
(h) COMMITMENT REDUCTIONS. The Borrower may, upon five Business Days'
notice, reduce or cancel the undrawn portion of the Commitment,
provided, that the amount of such reduction is not less than
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.
2. CONDITIONS PRECEDENT.
(a) CONDITIONS PRECEDENT TO EFFECTIVENESS. As a condition precedent to
the effectiveness of this Agreement, the Lender must receive the
following from the Borrower in form satisfactory to the Lender:
(i) the enclosed duplicate of this Agreement duly executed and
delivered on behalf of the Borrower;
(ii) payment of fees to the Lender in the amount of $200,000; and
(iii) such other documents and certificates (including legal
opinions) as the Lender may reasonably request.
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(b) CONDITIONS TO EACH BORROWING, CONTINUATION AND CONVERSION. As a
condition precedent to each borrowing (including the initial
borrowing), conversion and continuation of any Loan:
(i) The Borrower must furnish the Lender with, as appropriate, a
notice of borrowing, conversion or continuation and with
respect to the initial borrowing, a certified borrowing
resolution or other evidence of the Borrower's authority to
execute this Agreement and authority to borrow and certificate
of incumbency; and if requested by the Lender a promissory
note as contemplated in Paragraph 1(d) above;
(ii) Each representation and warranty set forth in Paragraph 3
below shall be true and correct in all material respects as if
made on the date of such borrowing, continuation or
conversion;
(iii) The Condition Precedent in Section 10.1.3 (Litigation) of the
Incorporated Agreement is hereby incorporated by reference as
a condition to each borrowing hereunder, and all references to
the terms in such section shall have the meanings as set forth
in Paragraph 3 herein, or if not listed therein, then in the
defined terms of the Incorporated Agreement; and
(iv) No Default or Event of Default shall have occurred and be
continuing on the date of such borrowing, continuation or
conversion.
Each notice of borrowing and notice of conversion or continuation
shall be deemed a representation and warranty by the Borrower that
the conditions referred to in clauses (ii) and (iii) above have been
met.
3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants the
representations and warranties applicable to it contained in Section 8
(except Sections 8.9(a) and 8.17) (Representations and Warranties) of the
Incorporated Agreement. The representations and warranties of the Borrower
referred to in the preceding sentence (including all defined terms
referred to therein) are hereby incorporated herein by reference as if set
forth in full herein with appropriate substitutions, including the
following:
(a) all references to "THIS AGREEMENT" shall be deemed to be references
to this Agreement;
(b) all references to "THE COMPANY" shall be deemed to be references to
the Borrower;
(c) all references to "THE AGENT", "THE BANKS" and the "REQUIRED BANKS"
shall be deemed to be references to the Lender;
(d) all references to "NOTES" shall be deemed to be references to any
promissory notes issued hereunder;
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(e) all references to "UNMATURED EVENT OF DEFAULT" and "EVENT OF
DEFAULT" shall be deemed to be references to a Default and an Event
of Default, respectively; and
(f) all references to "LOANS" shall be deemed to be references to the
Loans.
All such representations and warranties so incorporated herein by
reference shall survive any termination, cancellation, discharge or
replacement of the Incorporated Agreement.
4. COVENANTS. So long as principal of and interest on any Loan or any other
amount payable hereunder or under any other Loan Document remains unpaid
or unsatisfied and the Commitment has not been terminated, the Borrower
shall comply with all the covenants and agreements applicable to it
contained in Section 9 (Covenants) of the Incorporated Agreement. The
covenants and agreements of the Borrower referred to in the preceding
sentence (including all defined terms referred to therein) are hereby
incorporated herein by reference as if set forth in full herein with
appropriate substitutions, including the following:
(a) all references to "THIS AGREEMENT" shall be deemed to be references
to this Agreement;
(b) all references to "THE COMPANY" shall be deemed to be references to
the Borrower;
(c) all references to "THE AGENT", "THE BANKS" and the "REQUIRED BANKS"
shall be deemed to be references to the Lender;
(d) all references to "UNMATURED EVENT OF DEFAULT" and "EVENT OF
DEFAULT" shall be deemed to be references to a Default and an Event
of Default, respectively;
(e) all references to "NOTES" shall be deemed to be references to any
promissory notes issued hereunder;
(f) all references to "XXXXX & XXXXX" shall be deemed to be references
to PricewaterhouseCoopers LLP; and
(g) all references to "LOANS" shall be deemed to be references to the
Loans.
All such covenants and agreements so incorporated herein by reference
shall survive any termination, cancellation, discharge or replacement of
the Incorporated Agreement.
5. EVENTS OF DEFAULT. The following are "Events of Default:"
(a) The Borrower fails to pay any principal of any Loan as and on the
date when due; or
(b) The Borrower fails to pay any interest on any Loan, or any
commitment fee due hereunder, or any portion thereof, within three
days after the date when due; or
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the Borrower fails to pay any other fee or amount payable to the
Lender under any Loan Document, or any portion thereof, within five
days after the date due; or
(c) The Borrower fails to comply with any covenant or agreement
incorporated herein by reference pursuant to Paragraph 4 above,
subject to any applicable grace period and/or notice requirement set
forth in Section 11 of the Incorporated Agreement (it being
understood and agreed that any such notice requirement shall be met
by the Lender's giving the applicable notice to the Borrower
hereunder and Business Day shall have the meaning hereunder); or
(d) Any representation or warranty in any Loan Document or in any
certificate, agreement, instrument or other document made or
delivered by the Borrower pursuant to or in connection with any Loan
Document proves to have been incorrect when made or deemed made; or
(e) Any "Event of Default" specified in Sections 11.1.2, 11.1.3, 11.1.6,
11.1.7, or 11.1.8 of the Incorporated Agreement occurs and is
continuing, without giving effect to any amendment thereof pursuant
to the Incorporated Agreement, it being agreed that each such "Event
of Default" shall survive any termination, cancellation, discharge
or replacement of the Incorporated Agreement. The aforementioned
sections of the Incorporated Agreement shall have the following
meanings for purposes hereof: all references to the terms in such
Sections shall have the meanings as set forth in Paragraph 3 herein,
or if not listed therein, then in the defined terms of the
Incorporated Agreement;
Upon the occurrence of an Event of Default, the Lender may declare the
Commitment to be terminated, whereupon the Commitment shall be terminated,
and/or declare all sums outstanding hereunder and under the other Loan
Documents, including all interest thereon, to be immediately due and
payable, whereupon the same shall become and be immediately due and
payable, without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or other notices or demands
of any kind or character, all of which are hereby expressly waived;
provided, however, that upon the occurrence of any event specified in
Section 11.1.3 of the Incorporated Agreement, the Commitment shall
automatically terminate, and all sums outstanding hereunder and under each
other Loan Document, including all interest thereon, shall become and be
immediately due and payable, without notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor, or other
notices or demands of any kind or character, all of which are hereby
expressly waived.
6. MISCELLANEOUS.
(a) All financial computations required under this Agreement shall be
made, and all financial information required under this Agreement
shall be prepared, in accordance with generally accepted accounting
principles consistently applied.
(b) All references herein and in the other Loan Documents to any time of
day shall mean the local (standard or daylight, as in effect) time
of Dallas, Texas.
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(c) The Borrower shall be obligated to pay all Breakage Costs.
(d) If at any time the Lender, in its sole discretion, determines that
(i) deposits in the amount of any requested Eurodollar Rate Loan for
any requested Interest Period are not available to the Lender in the
offshore Dollar interbank market, or (ii) the Eurodollar Rate does
not accurately reflect the funding cost to the Lender of lending
such Loans, the Lender's obligation to make Eurodollar Rate Loans
shall cease for the period during which such circumstance exists.
(e) The Borrower shall reimburse or compensate the Lender, upon demand,
for all costs incurred, losses suffered or payments made by the
Lender which are applied or reasonably allocated by the Lender to
the transactions contemplated herein (all as determined by the
Lender in its reasonable discretion) by reason of any and all future
reserve, deposit, capital adequacy or similar requirements against
(or against any class of or change in or in the amount of) assets,
liabilities or commitments of, or extensions of credit by, the
Lender; and compliance by the Lender with any future directive, or
requirements from any regulatory authority, whether or not having
the force of law.
(f) No amendment or waiver of any provision of this Agreement (including
any provision of the Incorporated Agreement incorporated herein by
reference pursuant to Paragraph 4 above and any waiver of Paragraph
5(d) or Paragraph 5(e) above) or of any other Loan Document and no
consent by the Lender to any departure therefrom by the Borrower
shall be effective unless such amendment, waiver or consent shall be
in writing and signed by a duly authorized officer of the Lender,
and any such amendment, waiver or consent shall then be effective
only for the period and on the conditions and for the specific
instance specified in such writing. No failure or delay by the
Lender in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or
the exercise of any other rights, power or privilege.
(g) Except as otherwise expressly provided herein, notices and other
communications to each party provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed
or sent by telecopy to the address provided from time to time by
such party. Any such notice or other communication sent by overnight
courier service, mail or telecopy shall be effective on the earlier
of actual receipt and (i) if sent by overnight courier service, the
scheduled delivery date, (ii) if sent by mail, the fourth Business
Day after deposit in the U.S. mail first class postage prepaid, and
(iii) if sent by telecopy, when transmission in legible form is
complete. All notices and other communications sent by the other
means listed in the first sentence of this paragraph shall be
effective upon receipt. Notwithstanding anything to the contrary
contained herein, all notices (by whatever means) to the Lender
pursuant to Paragraph 1(b) hereof shall be effective only upon
receipt. Any notice or other communication permitted to be given,
made or confirmed by telephone hereunder shall be given, made or
confirmed by means of a telephone call to the intended
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recipient at the number specified in writing by such Person for such
purpose, it being understood and agreed that a voicemail message
shall in no event be effective as a notice, communication or
confirmation hereunder.
Absent manifest error, the Lender shall be entitled to rely and act
upon any notices (including telephonic notices of borrowings,
conversions and continuations) purportedly given by or on behalf of
the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Lender, its
affiliates and the officers, directors, employees, agents and
attorneys-in-fact of the Lender and such affiliates from all losses,
costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the
Borrower except with respect to the Lender's gross negligence or
willful misconduct. All telephonic notices to and other
communications with the Lender may be recorded by the Lender, and
the Borrower hereby consents to such recording.
(h) This Agreement shall inure to the benefit of the parties hereto and
their respective successors and assigns, except that the Borrower
may not assign its rights and obligations hereunder. The Lender may
at any time (i) assign all of its rights and obligations hereunder
to any other Person with the consent of the Borrower, such consent
not to be unreasonably withheld, (provided that no such consent
shall be required if the assignment is to an affiliate of the Lender
or if a Default or Event of Default exists), and with respect to
partial assignments, upon the consent of the Borrower and mutually
agreeable documentation which provides that Bank of America (or such
other entity as is agreed upon by the Lender and the Borrower) shall
act as agent for itself and all assigns and (ii) grant to any other
Person participating interests in all or part of its rights and
obligations hereunder without notice to the Borrower. The Borrower
agrees to execute any documents reasonably requested by the Lender
in connection with any such assignment. All information provided by
or on behalf of the Borrower to the Lender or its affiliates may be
furnished by the Lender to its affiliates and to any actual or
proposed assignee or participant.
(i) The Borrower shall pay the Lender, on demand, all reasonable
out-of-pocket expenses and legal fees (including the allocated costs
for in-house legal services) incurred by the Lender in connection
with the enforcement of this Agreement or any instruments or
agreements executed in connection herewith.
(j) The Borrower agrees to indemnify, save and hold harmless the Lender,
its affiliates, and their respective directors, officers, agents,
attorneys and employees (collectively the "Indemnitees") from and
against: (i) any and all claims, demands, actions or causes of
action that are asserted against any Indemnitee by any Person
relating directly or indirectly to a claim, demand, action or cause
of action that such Person asserts or may assert against the
Borrower or any of its affiliates, officers or directors; (ii) any
and all claims, demands, actions or causes
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of action arising out of or relating to, the Loan Documents, any
predecessor loan documents, the Commitment, the use or contemplated
use of the proceeds of any Loan, or the relationship of the Borrower
and the Lender under this Agreement; (iii) any administrative or
investigative proceeding by any governmental authority arising out
of or related to a claim, demand, action or cause of action
described in clause (i) or (ii) above; and (iv) any and all
liabilities, losses, costs or expenses (including legal fees, which
shall include the allocated costs for in-house legal services) that
any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action, cause of action or proceeding, or
as a result of the preparation of any defense in connection with any
foregoing claim, demand, action, cause of action or proceeding, in
all cases, whether or not an Indemnitee is a party to such claim,
demand, action, cause of action or proceeding, including those
liabilities caused by an Indemnitee's own negligence; provided that
no Indemnitee shall be entitled to indemnification for any loss
caused by its own gross negligence or willful misconduct or for any
loss asserted against it by another Indemnitee.
(k) If any provision of this Agreement or any other Loan Document shall
be held invalid or unenforceable in whole or in part, such
invalidity or unenforceability shall not affect the remaining
provisions hereof or thereof.
(l) This Agreement may be executed in one or more counterparts, and each
counterpart, when so executed, shall be deemed an original but all
such counterparts shall constitute but one and the same instrument.
(m) This Agreement and the other Loan Documents are governed by, and
shall be construed in accordance with, the laws of the State of
Illinois and the applicable laws of the United States of America.
The Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court and each state court in the City of
Chicago, Illinois for the purposes of all legal proceedings arising
out of or relating to any of the Loan Documents or the transactions
contemplated thereby. The Borrower irrevocably consents to the
service of any and all process in any such action or proceeding by
the mailing of copies of such process to the Borrower at its address
set forth beneath its signature hereto. The Borrower irrevocably
waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an
inconvenient forum.
(n) THE BORROWER AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
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(o) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
Upon the effectiveness of this Agreement, that certain Revolving Credit
Agreement dated as of May 1, 1995, as amended from time to time, between the
Borrower and the Lender shall be terminated. Please indicate your acceptance of
the Commitment on the foregoing terms and conditions by returning an executed
copy of this Agreement to the undersigned.
BANK OF AMERICA, N.A.
By:___________________________________
Name:_________________________________
Title:________________________________
Accepted and Agreed to as of the date first written above:
INTERNATIONAL LEASE FINANCE CORPORATION
By:___________________________________
Name:_________________________________
Title:________________________________
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
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EXHIBIT A
DEFINITIONS
Agreement: This letter agreement, as amended, restated, extended,
supplemented or otherwise modified in writing from time
to time.
Base Rate: For any day, a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and
(b) the rate of interest in effect for such day as
publicly announced from time to time by the Lender as
its "prime rate." The Lender's prime rate is a rate set
by the Lender based upon various factors including the
Lender's costs and desired return, general economic
conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in the
prime rate announced by the Lender shall take effect at
the opening of business on the day specified in the
public announcement of such change.
Base Rate Loan: A Loan bearing interest based on the Base Rate.
Breakage Costs: Any loss, cost or expense incurred by the Lender
(including any loss of anticipated profits and any loss
or expense arising from the liquidation or reemployment
of funds obtained by the Lender to maintain the relevant
Eurodollar Rate Loan or from fees payable to terminate
the deposits from which such funds were obtained) as a
result of (i) any continuation, conversion, payment or
prepayment of any Eurodollar Rate Loan on a day other
than the last day of the Interest Period therefor
(whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or (ii) any failure by the
Borrower (for a reason other than the failure of the
Lender to make a Loan when all conditions to making such
Loan have been met by the Borrower in accordance with
the terms hereof) to prepay, borrow, continue or convert
any Eurodollar Rate Loan on a date or in the amount
notified by the Borrower. The certificate of the Lender
as to its costs of funds, losses and expenses incurred
shall be conclusive absent manifest error.
Business Day: Any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the
laws of, or are in fact closed in, the State Texas where
the Lender's lending office is located and, if such day
relates to any Eurodollar Rate Loan, means any such day
on which dealings in Dollar deposits are conducted by
and between banks in the offshore Dollar interbank
market.
Default: Any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.
Dollar or $: The lawful currency of the United States of America.
Eurodollar Rate: For any Interest Period with respect to any Eurodollar
Rate Loan, a rate per annum determined pursuant to the
following formula:
Eurodollar Base Rate
Eurodollar Rate = -------------------------------------
1.00 -- Eurodollar Reserve Percentage
Where,
"Eurodollar Base Rate" means, for such Interest
Period:
(a) the rate per annum equal to the rate
determined by the Lender to be the offered rate
that appears on the page of the Telerate screen
that displays an average British Bankers
Association Interest Settlement Rate for deposits
in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such
Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, or
(b) in the event the rate referenced in
the preceding subsection (a) does not appear on
such page or service or such page or service shall
cease to be available, the rate per annum equal to
the rate determined by the Lender to be the
offered rate on such other page or other service
that displays an average British Bankers
Association Interest Settlement Rate for deposits
in Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such
Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, or
(c) in the event the rates referenced in
the preceding subsections (a) and (b) are not
available, the rate per annum determined by the
Lender as the rate of interest (rounded upward to
the next 1/100th of 1%) at which deposits in
Dollars for delivery on the first day of such
Interest Period in same day funds in the
approximate amount of the Eurodollar Rate Loan
being made, converted or continued and with a term
equivalent to such Interest Period would be
offered by the Lender's London Branch to major
banks in the offshore Dollar market at their
request at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such
Interest Period.
"Eurodollar Reserve Percentage" means, for any day
during any Interest Period, the reserve percentage
(expressed as a decimal, rounded upward to the
next 1/100th of 1%) in effect on such day
applicable to the Lender under regulations issued
from time to time by the Board of Governors of the
Federal Reserve System for determining the maximum
reserve requirement (including any emergency,
supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding
(currently referred to as "Eurocurrency
liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted
automatically as of the effective date of any
change in the Eurodollar Reserve Percentage.
Eurodollar Rate Loan: A Loan bearing interest based on the Eurodollar Rate.
Event of Default: Has the meaning set forth in Paragraph 5.
Federal Funds Rate: For any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided that (a)
if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b)
if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall
be the average rate charged to the Lender on such day on
such transactions as determined by the Lender.
Incorporated Agreement: The $1,500,000,000.00 Second Amended and Restated
364-Day Revolving Credit Agreement dated as of January
17, 2002 (which amended the Amended and Restated 364-Day
Credit Agreement dated as of November 15, 2000, which
amended the 364-Day Revolving Credit Agreement, dated as
of November 17, 1999, as amended by Amendment No. 1
dated November 14, 2001), among the Borrower, Citicorp
USA, Inc., as Administrative Agent and the other banks
that are parties thereto. Unless otherwise specified
herein, all references to the Incorporated Agreement
shall mean the Incorporated Agreement as in effect on
the date hereof, without giving effect to any amendment,
supplement or other modification thereto or thereof
after the date hereof.
Interest Period: For each Eurodollar Rate Loan, (a) initially, the period
commencing on the date the Eurodollar Rate Loan is
disbursed or converted from a Base Rate Loan and (b)
thereafter, the period commencing on the last day of the
preceding Interest Period, and, in each case, ending on
the earlier of (x) the Maturity Date and (y) one, two,
three or six months thereafter, as requested by the
Borrower; provided that:
(i) any Interest Period that would
otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business
Day unless such Business Day falls in another
calendar month, in which case such Interest Period
shall end on the next preceding Business Day; and
(ii) any Interest Period which begins on
the last Business Day of a calendar month (or on a
day for which there is no numerically
corresponding day in the calendar month at the end
of such Interest Period) shall end on the last
Business Day of the calendar month at the end of
such Interest Period.
Loan Documents: This Agreement, and each promissory note, certificate,
fee letter, and other instrument, document or agreement
delivered in connection with this Agreement.
Maturity Date: March 24, 2003, or such earlier date on which the
Commitment may terminate in accordance with the terms
hereof.
Person: Any individual, trustee, corporation, general
partnership, limited partnership, limited liability
company, joint stock company, trust, unincorporated
organization, bank, business association, firm, joint
venture, or governmental authority.
EXHIBIT B
FORM OF PROMISSORY NOTE
[$__________________] ________________, _____
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation, (the "Borrower"), hereby promises to pay
to the order of BANK OF AMERICA, N.A. (the "Lender") the principal sum of
[______________________] Dollars ($[____________]) or, if less, the aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant
to the letter agreement, dated as of even date herewith (such letter agreement,
as it may be amended, restated, extended, supplemented or otherwise modified
from time to time, being hereinafter called the "Agreement"), between the
Borrower and the Lender, on the Maturity Date. The Borrower further promises to
pay interest on the unpaid principal amount of the Loans evidenced hereby from
time to time at the rates, on the dates, and otherwise as provided in the
Agreement.
The loan account records maintained by the Lender shall at all times be
conclusive evidence, absent manifest error, as to the amount of the Loans and
payments thereon; provided, however, that any failure to record any Loan or
payment thereon or any error in doing so shall not limit or otherwise affect the
obligation of the Borrower to pay any amount owing with respect to the Loans.
This promissory note is the promissory note referred to in, and is
entitled to the benefits of, the Agreement, which Agreement, among other things,
contains provisions for acceleration of the maturity of the Loans evidenced
hereby upon the happening of certain stated events and also for prepayments on
account of principal of the Loans prior to the maturity thereof upon the terms
and conditions therein specified.
Unless otherwise defined herein, terms defined in the Agreement are used
herein with their defined meanings therein. This promissory note shall be
governed by, and construed in accordance with, the laws of the State of
Illinois.
INTERNATIONAL LEASE FINANCE CORPORATION
By_____________________________________
Name___________________________________
Title__________________________________
Schedule I
Fees and Margins
(in basis points)
--------------- ------------- ------------- ------------ ------------- ------------- ------------
Level I Level II Level III Level IV Level V Level VI
Pricing Pricing Pricing Pricing Pricing Pricing
--------------- ------------- ------------- ------------ ------------- ------------- ------------
Facility Fee 7.0 8.0 9.0 10.0 12.5 17.5
--------------- ------------- ------------- ------------ ------------- ------------- ------------
Margins 8.0 17.0 26.0 35.05 47.5 57.5
Eurodollar
--------------- ------------- ------------- ------------ ------------- ------------- ------------
Utilization
Fee Rate:
In excess of
33.33% 5.0 5.0 5.0 5.0 5.0 10.0
In excess of 10.0 10.0 10.0 15.0 15.0 25.0
66.66%
--------------- ------------- ------------- ------------ ------------- ------------- ------------
For purposes of this Schedule, the following terms have the following
meanings:
"Level I Pricing" means the pricing during any period during
which the Company's long-term senior unsecured debt is rated AA or higher
by S&P or Aa2 or higher by Moody's.
"Level II Pricing" means the pricing during any period during
which (i) the Company's long-term senior unsecured debt is rated AA- or
higher by S&P or Aa3 or higher by Moody's and (ii) Level I Pricing does
not apply.
"Level III Pricing" means the pricing during any period during
which (i) the Company's long-term senior unsecured debt is rated A+ or
higher by S&P or A1 or higher by Moody's and (ii) neither Level I Pricing
nor Level II Pricing applies.
"Level IV Pricing" means the pricing during any period during
which (i) the Company's long-term senior unsecured debt is rated A or
higher by S&P or A2 or higher by Moody's and (ii) none of Level I Pricing,
Level II Pricing and Level III Pricing applies.
"Level V Pricing" means the pricing during any period during
which (i) the Company's long-term senior unsecured debt is rated A- or
higher by S&P or A3 or higher by Moody's and (ii) none of Level I Pricing,
Level II Pricing, Level III Pricing and Level IV Pricing applies.
"Level VI Pricing" means the pricing during any period during
which no other Pricing Level applies.
"Moody's" means Xxxxx'x Investors Service, Inc. or any
successor corporation thereto.
"Pricing Level" means Level I Pricing, Level II Pricing, Level
III Pricing, Level IV Pricing, Level V Pricing and Level VI Pricing.
"S & P's" means Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., or any successor corporation thereto.
Any change in fees or margins by reason of a change in S&P's rating
or Xxxxx'x rating shall become effective on the date of announcement or
publication by the respective rating agencies of a change in such rating or, in
the absence of such announcement or publication, on the effective date of such
changed rating.
If S&P's rating and Xxxxx'x rating differ by more than one rating
level, then the applicable Pricing Level shall be one rating level higher than
the Pricing Level resulting from the application of the lower of such ratings.
