R ___ $________
INTERNATIONAL LEASE FINANCE CORPORATION
6-1/4% NOTE DUE 2000
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE
FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX)
TO THE ISSUER OR ITS AGENT FOR THE REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PESON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: One Hundred Million Dollars ($100,000,000)
MATURITY DATE: October 15, 2000
DATED DATE: October 11, 1995
INTREST RATE: 6 1/4%
CUSIP: 459745 CM 5
INTEREST PAYMENT DATES: April 15 and October 15,
commencing April 15, 1996
REGULAR RECORD DATES: April 1 and October 1
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"), for value received, hereby promises to pay to
CEDE & Co., or registered assigns, the principal amount set
forth on the face hereof on the Maturity Date set forth on the
face hereof, and to pay interest thereon, at the interest rate set
forth on the face hereof, from the dated date hereof or from the
most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on the Interest Payment Dates
set forth on the face hereof, until the principal hereof has been
paid or made available for payment. The interest so payable, and
punctually paid or provided for, on any Interest Payment Date
will, as provided in the Indenture (as hereinafter defined),
be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest as set forth
on the face hereof (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date;
provided, however, interest payable on the Maturity Date
hereof will be payable to the Person to whom the principal
hereof shall be payable. Any such interest which is payable,
but is not punctually paid or duly provided for on any
Interest Payment Date, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to
the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be
fixed by the Trustee, notice whereof shall be given to the Holder
of this Note at least 10 days prior to such Special Record Date,
or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture. Payment of the principal
of and interest on this Note will be made at the office of the
Trustee in Chicago, Illinois and at the agency maintained by the
Trustee for that purpose in the Borough of Manhattan, City of New
York, State of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest on any Interest Payment Date (other than on
the Maturity Date) may be made at the option of the Company by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company, issued and
to be issued under an Indenture dated as of November 1, 1991
(herein called the "Indenture") between the Company and
Bank of America Illinois, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are
to be, authenticated and delivered.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Note is one of the series of Securities designated
as set forth on the face hereof. The Notes may not be
redeemed prior to maturity. The Notes will not have a
sinking fund.
If an Event of Default with respect to the Notes shall occur
and be continuing, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Notes may declare the
principal of all the Notes due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding, of each series
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of each
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company upon surrender
of this Note for registration of transfer at the office of the
Trustee in Chicago, Illinois and at the agency maintained by the
Trustee for that purpose in the Borough of Manhattan, City of New
York, State of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Company and Security Registrar duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000. As provided in the Indenture
and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate principal amount of Notes,
as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
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 Bank of America Illinois, 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.
BANK OF AMERICA ILLINOIS, as Trustee
By ___________________________
Authorized Signatory
[FORM OF 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.
