Exhibit 1
DATED 15TH MAY, 2002
INTERNATIONAL LEASE FINANCE CORPORATION
U.S.$4,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
------------------------------------
PROGRAMME AGREEMENT
(AMENDED AND RESTATED)
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XXXXX & XXXXX
London
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation....................................................2
2. Agreements to Issue and Purchase Notes............................................5
3. Conditions of Issue; Updating of Legal Opinions...................................6
4. Representations, Warranties and Undertakings......................................9
5. Undertakings of the Issuer.......................................................12
6. Indemnity........................................................................15
7. Authority to Distribute Documents................................................17
8. Dealers' Undertakings............................................................17
9. Fees, Expenses and Stamp Duties..................................................17
10. Termination of Appointment of Dealers............................................18
11. Appointment of New Dealers.......................................................18
12. Increase in the Aggregate Nominal Amount of the Programme........................19
13. Status of the Dealers and the Arranger...........................................19
14. Counterparts.....................................................................20
15. Communications...................................................................20
16. Benefit of Agreement.............................................................20
17. Calculation Agent................................................................20
18. Stabilisation....................................................................21
19. Governing Law....................................................................21
SCHEDULES................................................................................23
A. Initial Documentation List.......................................................23
B. Selling Restrictions.............................................................26
C. Part I - Form of Dealer Accession Letter - Programme.............................30
Part II - Form of Confirmation Letter............................................31
Part III - Form of Dealer Accession Letter - Note Issue..........................32
Part IV - Form of Confirmation Letter - Note Issue...............................33
D. Letter Regarding Increase in the Nominal Amount of the Programme.................34
E. Form of Subscription Agreement...................................................35
SIGNATORIES..............................................................................40
PROGRAMME AGREEMENT
(AMENDED AND RESTATED)
IN RESPECT OF A
U.S.$4,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
THIS AGREEMENT is made on 15th May, 2002 BETWEEN:
(1) INTERNATIONAL LEASE FINANCE CORPORATION of 1999 Avenue of the Stars,
00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the "ISSUER");
(2) ABN AMRO Bank N.V. ("ABN AMRO") of 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX;
(3) BANC OF AMERICA SECURITIES LIMITED ("BANK OF AMERICA") of 0 Xxxx Xxxxxx,
Xxxxxx X0 0XX;
(4) COMMERZBANK AKTIENGESELLSCHAFT of 00 Xxxxxxxxxxx Xxxxxx, Xxxxxx XX0X
OHR;
(5) DEUTSCHE BANK AG LONDON ("DEUTSCHE BANK") of Xxxxxxxxxx Xxxxx, 0 Xxxxx
Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX;
(6) XXXXXXX SACHS INTERNATIONAL of Peterborough Court, 000 Xxxxx Xxxxxx,
Xxxxxx XX0X 0XX;
(7) X.X. XXXXXX SECURITIES LTD. ("JPMORGAN") of 000 Xxxxxx Xxxx, Xxxxxx XX0X
0XX;
(8) XXXXXX BROTHERS INTERNATIONAL (EUROPE) of Xxx Xxxxxxxxx, Xxxxxx XX0X
0XX;
(9) XXXXXXX XXXXX INTERNATIONAL of Xxxxxxx Xxxxx Financial Centre, 0 Xxxx
Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX;
(10) XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED of 00 Xxxxx Xxxxxx, Xxxxxx
Xxxxx, Xxxxxx X00 0XX;
(11) SALOMON BROTHERS INTERNATIONAL LIMITED of Citigroup Centre, 00 Xxxxxx
Xxxxxx, Xxxxxx X00 0XX;
(12) SOCIETE GENERALE of Tour Societe Generale, 00, Xxxxx Xxxxx 00000 Xxxxx
la Defense;
(13) UBS AG, acting through its business group UBS Warburg of 0 Xxxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX; and
(14) WESTDEUTSCHE LANDESBANK GIROZENTRALE ("WESTDEUTSCHE LANDESBANK") of
Xxxxxxxxxxxxx 00, X-00000 Xxxxxxxxxx.
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WHEREAS:
(A) The Issuer entered into a Programme Agreement (the "ORIGINAL PROGRAMME
AGREEMENT") dated 4th June, 1999, as supplemented by a First
Supplemental Programme Agreement (the "FIRST SUPPLEMENTAL PROGRAMME
AGREEMENT") dated 12th June, 2000 and a Second Supplemental Programme
Agreement (the "SECOND SUPPLEMENTAL PROGRAMME AGREEMENT") dated 6th
June, 2001 (the Original Programme Agreement, the First Supplemental
Programme Agreement and the Second Supplemental Programme Agreement
together, the "PRINCIPAL PROGRAMME AGREEMENT") each between the Issuer
and the Dealers named therein.
(B) The size of the Programme was increased to U.S.$4,000,000,000 with
effect from 15th April, 2002.
(C) The parties hereto have agreed to make certain modifications to the
Principal Programme Agreement including the appointment of each of ABN
AMRO, Bank of America, Deutsche Bank, JPMorgan and Westdeutsche
Landesbank as Dealers under the Programme.
(D) This Agreement amends and restates the Principal Programme Agreement.
Any Notes issued on or after the date hereof shall be issued pursuant to
this Agreement. This does not affect any Notes issued prior to the date
of this Agreement.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
(1) For the purposes of this Agreement, except where the context requires
otherwise:
"AGENCY AGREEMENT" means the agency agreement (amended and restated) of
even date herewith between the Issuer, the Agent and the other Paying
Agents referred to therein under which, amongst other things, the Agent
is appointed as issuing agent, principal paying agent and agent bank for
the purposes of the Programme;
"AGENT" means Citibank, N.A. as Agent under the Agency Agreement and any
successor agent appointed in accordance with the Agency Agreement;
"AGREEMENT DATE" means, in respect of any Note, the date on which
agreement is reached for the issue of such Note as contemplated in
clause 2 which, in the case of Notes issued on a syndicated basis or
otherwise in relation to which a Subscription Agreement is entered into,
shall be the date upon which the relevant Subscription Agreement is
signed by or on behalf of all the parties thereto;
"AGREEMENTS" means each of this Agreement and the Agency Agreement;
"ARRANGER" means Xxxxxx Brothers International (Europe) or any other
entity appointed from time to time as the arranger for the Programme;
"CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;
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"CONFIRMATION LETTER" means:
(a) in respect of the appointment of a third party as a Dealer for
the duration of the Programme, the Confirmation Letter
substantially in the form set out in Part II of Appendix C
hereto; and
(b) in respect of the appointment of a third party as a Dealer for
one or more particular issues of Notes under the Programme, the
Confirmation Letter substantially in the form set out in Part IV
of Appendix C hereto;
"DEALER" means each of the Initial Dealers and any New Dealer and
excludes any entity whose appointment has been terminated pursuant to
clause 10, and references in this Agreement to the "RELEVANT DEALER"
shall, in relation to any Note, be references to the Dealer or Dealers
with whom the Issuer has agreed the issue and purchase of such Note;
"DEALER ACCESSION LETTER" means:
(a) in respect of the appointment of a third party as a Dealer for
the duration of the Programme, the Dealer Accession Letter
substantially in the form set out in Part I of Appendix C
hereto; and
(b) in respect of the appointment of a third party as a Dealer for
one or more particular issues of Notes under the Programme, the
Dealer Accession Letter substantially in the form set out in
Part III of Appendix C hereto;
"DEALER INDEMNIFIED PERSON" means each Dealer, its affiliates and each
person who controls such Dealer (within the meaning of section 15 of the
Securities Act or section 20 of the Exchange Act) and each of their
directors, officers, employees and agents;
"EUROCLEAR" means Euroclear Bank S.A./N.V. as operator of the Euroclear
System;
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934,
as amended;
"FSMA" means the Financial Services and Markets Xxx 0000;
"INITIAL DEALERS" means the Dealers set out as 2 to 14 of the list of
parties hereto;
"INITIAL DOCUMENTATION LIST" means the lists of documents sets out in
Appendix A to this Agreement;
"LEAD MANAGER" means, in relation to any Tranche of Notes, the person
named as the Lead Manager in the applicable Subscription Agreement;
"LISTING AGENT" means, in relation to any Notes which are, or are to be,
listed on a Stock Exchange, such listing agent as the Issuer may from
time to time appoint for the purposes of liaising with such Stock
Exchange;
"MOODY'S" means Xxxxx'x Investors Service Limited;
"NEW DEALER" means any entity appointed as an additional Dealer in
accordance with clause 11;
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"NOTE" means a note issued or to be issued by the Issuer pursuant to
this Agreement, which Note may be represented by a Global Note or be in
definitive form including any receipts, coupons or talons relating
thereto;
"OFFERING CIRCULAR" means the Offering Circular relating to the Notes
prepared in connection with the Programme and the Offering Circular
Addendum, each as revised, supplemented or amended from time to time by
the Issuer in accordance with clause 5(2) including, in relation to each
Tranche of Notes, the applicable Pricing Supplement and such other
documents as are from time to time incorporated therein by reference
except that for the purpose of clause 4(1) and 4(2) in respect of the
Agreement Date and the Issue Date, the Offering Circular means the
Offering Circular as at the Agreement Date but not including any
subsequent revision, supplement or amendment thereto or incorporation of
information therein;
"PRICING SUPPLEMENT" means the pricing supplement issued in relation to
each Tranche of Notes (substantially in the form of Annexe C to the
Procedures Memorandum) as a supplement to the Offering Circular and
giving details of that Tranche;
"PROCEDURES MEMORANDUM" means the Operating and Administrative
Procedures Memorandum as amended or varied from time to time (in respect
of any Tranche) by agreement between the Issuer and the relevant Dealer
or Lead Manager with the approval in writing of the Agent;
"PROGRAMME" means the Euro Medium Term Note Programme that is the
subject of this Agreement;
"SECURITIES ACT" means the United States Securities Act of 1933, as
amended;
"STANDARD & POOR'S" means Standard & Poor's Rating Services, a Division
of the McGraw Hill Companies Inc.;
"STOCK EXCHANGE" means the Luxembourg Stock Exchange or any other stock
exchange(s) on which any Notes may from time to time be listed or
admitted to trading, and references in this Agreement to the "RELEVANT
STOCK EXCHANGE" shall, in relation to any Notes, be references to the
stock exchange or stock exchanges on which such Notes are from time to
time, or are intended to be, listed or admitted to trading; and
"SUBSCRIPTION AGREEMENT" means an agreement (by whatever name called) in
or substantially in the form set out in Appendix E hereto or in such
other form as may be agreed between the Issuer and the Lead Manager
which agreement shall be supplemental to this Agreement.
(2) Terms and expressions defined in the Agency Agreement, the Conditions
and/or the applicable Pricing Supplement and not otherwise defined in
this Agreement shall have the same meanings in this Agreement, except
where the context otherwise requires.
(3) In this Agreement, clause headings are inserted for convenience and ease
of reference only and shall not affect the interpretation of this
Agreement.
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(4) 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.
(5) All references in this Agreement to an agreement, instrument or other
document (including this Agreement, the Agency Agreement, any Series of
Notes and any Conditions appertaining thereto) shall be construed as a
reference to that agreement, instrument or document as the same may be
amended, modified, varied, supplemented, replaced or novated from time
to time including, but without prejudice to the generality of the
foregoing, this Agreement as supplemented by any Subscription Agreement.
(6) Words denoting the singular number only shall include the plural number
also and vice versa; words denoting the masculine gender only shall
include the feminine gender also; and words denoting persons only shall
include firms and corporations and vice versa.
(7) All references in this Agreement to Euroclear and/or Clearstream,
Luxembourg shall, wherever the context so permits, be deemed to include
reference to any additional or alternative clearing system approved by
the Issuer and the Agent.
2. AGREEMENTS TO ISSUE AND PURCHASE NOTES
(1) Subject to the terms and conditions of this Agreement, the Issuer may
from time to time agree with any Dealer to issue, and any Dealer may
agree to purchase, Notes.
(2) Unless otherwise agreed between the parties, on each occasion upon which
the Issuer and any Dealer agree on the terms of the issue by the Issuer
and purchase by such Dealer of one or more Notes:
(a) the Issuer shall cause such Notes which shall be initially
represented by a Temporary Global Note to be issued and
delivered to a common depositary for Euroclear and Clearstream,
Luxembourg;
(b) the securities account of the relevant Dealer with Euroclear
and/or Clearstream, Luxembourg (as specified by the relevant
Dealer) will be credited with such Notes on the agreed Issue
Date, as described in the Procedures Memorandum; and
(c) the relevant Dealer or, as the case may be, the Lead Manager
shall, subject to such Notes being so credited, cause the net
purchase moneys for such Notes to be paid in the relevant
currency by transfer of funds to the designated account of the
Agent or (in the case of syndicated issues) the designated
account of the Issuer with Euroclear and/or Clearstream,
Luxembourg so that such payment is credited to such account for
value on such Issue Date, as described in the Procedures
Memorandum.
(3) Unless otherwise agreed between the Issuer and the relevant Dealer,
where more than one Dealer has agreed with the Issuer to purchase a
particular Tranche of Notes pursuant to this clause, the obligations of
such Dealers so to purchase the Notes shall be joint and several.
(4) Where the Issuer agrees with two or more Dealers to issue, and such
Dealers agree to purchase, Notes on a syndicated basis, the Issuer shall
enter into a Subscription Agreement with such Dealers. The Issuer may
also enter into a Subscription Agreement with one Dealer only. For the
avoidance of doubt, the Agreement Date in respect of such issue shall be
the date on which the Subscription Agreement is signed on behalf of all
parties thereto.
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(5) The procedures which the parties intend should apply for the purposes of
issues not to be subscribed pursuant to a Subscription Agreement are set
out in Annexe A, Part 1 of the Procedures Memorandum. The procedures
which the parties intend should apply for the purposes of issues to be
subscribed pursuant to a Subscription Agreement are set out in Annexe A,
Part 2 of the Procedures Memorandum.
(6) Each of the Issuer and the Dealers acknowledges that any issue of Notes
denominated in a currency in respect of which particular laws,
guidelines, regulations, restrictions or reporting requirements apply
may only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from
time to time.
3. CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS
(1) FIRST ISSUE
Before the Issuer reaches its first agreement with any Dealer for the
issue and purchase of Notes, each Dealer shall have received, and found
satisfactory (in its reasonable opinion), all of the documents and
confirmations described in Part I of the Initial Documentation List. Any
Dealer must notify the Arranger and the Issuer within three London
business days of receipt of the documents and confirmations described in
Part 1 of the Initial Documentation List if it considers any such
document or confirmation to be unsatisfactory in its reasonable opinion
and, in the absence of such notification, such Dealer shall be deemed to
consider such documents and confirmations to be satisfactory and such
further conditions precedent to be satisfied.
(2) EACH ISSUE
The obligations of a Dealer under any agreement for the issue and
purchase of Notes made pursuant to clause 2 are conditional upon:
(a) there having been, as at the proposed Issue Date, no material
adverse change from that set forth in the Offering Circular as
at the relevant Agreement Date in the condition (financial or
otherwise), business, prospects or results of operations of the
Issuer and its subsidiaries considered as a whole, nor the
occurrence of any event making untrue or incorrect to an extent
which is material as aforesaid any of the warranties contained
in clause 4;
(b) there being no outstanding material breach of any of the
obligations of the Issuer under this Agreement, the Agency
Agreement or any Notes which has not been expressly waived by
the relevant Dealer on or prior to the proposed Issue Date;
(c) subject to clause 12, the aggregate nominal amount (or, in the
case of Notes denominated in a currency other than U.S. dollars,
the U.S. dollar equivalent (determined as provided in subclause
(5)) of the aggregate nominal amount) of the Notes to be issued,
when added to the aggregate nominal amount (or, in the case of
Notes denominated in a currency other than U.S. dollars, the
U.S. dollar equivalent (determined as aforesaid) of the
aggregate nominal amount) of all Notes outstanding (as defined
in the Agency Agreement) on the proposed Issue Date (excluding
for this purpose Notes due to be redeemed on such Issue Date)
not exceeding U.S.$4,000,000,000;
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(d) in the case of Notes which are intended to be listed, the
relevant authority or authorities having agreed to list such
Notes, subject only to the issue of the relevant Notes;
(e) no meeting of the holders of Notes (or any of them) having been
duly convened but not yet held or, if held but adjourned, the
adjourned meeting having not been held;
(f) there having occurred, between the Agreement Date and the Issue
Date for such Notes, none of the following: (a) a suspension or
material limitation (including any setting of minimum prices) in
trading in securities generally on the New York Stock Exchange,
the London Stock Exchange or any stock exchange on which such
Notes are to be listed if the effect of any such event, in the
judgment of the relevant Dealer or, if more than one, the
relevant Lead Manager on behalf of the relevant Dealers, is to
make it impracticable or inadvisable to proceed with the
solicitation by such relevant Dealer(s) of offers to purchase
Notes or the purchase of Notes from the Issuer as principal on
the terms and in the manner contemplated by the Offering
Circular, as amended or supplemented; (b) a general moratorium
on commercial banking activities in New York declared by either
Federal or New York State authorities, in Europe declared by the
European Central Bank or, in respect of Belgium, France,
Germany, Italy, Luxembourg, The Netherlands, Spain or the United
Kingdom, declared by the relevant national authorities, or in
respect of the country (if not included in the foregoing list of
countries) in whose currency the payments of interest or
principal on the Notes are denominated, declared by the relevant
national authority; (c) the outbreak or escalation of
hostilities involving the United States, Belgium, France,
Germany, Italy, Luxembourg, The Netherlands, Spain or the United
Kingdom or the country (if not including in the foregoing list
of countries) in whose currency the payments of interest or
principal on the Notes are denominated, or the declaration by
any such country of a national emergency or war (other than any
such outbreak, escalation or declaration that does not represent
a significant departure from the conditions that exist on such
Agreement Date) if the effect of any such event, in the judgment
of the relevant Dealer or, if more than one, the relevant Lead
Manager on behalf of the relevant Dealers, is to make it
impracticable or inadvisable to proceed with the solicitation by
such relevant Dealer(s) of offers to purchase Notes or the
purchase of Notes from the Issuer as principal on the terms and
in the manner contemplated by the Offering Circular, as amended
or supplemented; (d) the suspension in trading in the securities
of the Issuer on any national securities exchange or quotation
system on which they are listed or quoted if the effect of such
event, in the judgment of the relevant Dealer or, if more than
one, the relevant Lead Manager on behalf of the relevant
Dealers, is to make it impracticable or inadvisable to proceed
with the solicitation by such relevant Dealer(s) of offers to
purchase Notes or the purchase of Notes from the Issuer as
principal on the terms and in the manner contemplated by the
Offering Circular, as amended or supplemented; (e) any
downgrading in or withdrawal of the rating accorded the Issuer's
senior debt securities by any "nationally recognized statistical
rating organisation", as that term is defined by the U.S.
Securities and Exchange Commission for purposes of Rule
436(g)(2) under the Securities Act; or (f) any material change
in or affecting the business or properties of the Issuer that,
in the judgment of the relevant Dealer or, if more than one, the
relevant Lead Manager on behalf of the relevant Dealers,
materially impairs the investment quality of the Notes;
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(g) there being in full force and effect all governmental or
regulatory resolutions, approvals or consents required for the
Issuer to issue the Notes on the proposed Issue Date and for the
Issuer to fulfil its obligations under such Notes and the Issuer
having delivered to the relevant Dealer (and, to the extent not
previously delivered, to the Arranger) certified copies of such
resolutions, approvals or consents and, where applicable,
certified English translations thereof;
(h) there having been, between the Agreement Date and the Issue
Date, no downgrading in the rating of any of the Issuer's debt
by Standard & Poor's, Moody's or Xxxxx Ratings Ltd. or the
placing on "CREDITWATCH" with negative implications or similar
publication of formal review by the relevant rating agency;
(i) the forms of the Pricing Supplement, the applicable Global
Notes, Notes in definitive form and Receipts, Coupons or Talons
(each as applicable) in relation to the relevant Tranche and the
relevant settlement procedures having been agreed by the Issuer,
the relevant Dealer and the Agent;
(j) the relevant currency being accepted for settlement by Euroclear
and Clearstream, Luxembourg;
(k) the delivery to the common depositary of the Temporary Global
Note and/or the Permanent Global Note representing the relevant
Notes as provided in the Agency Agreement; and
(l) any calculations or determinations which are required by the
relevant Conditions to have been made prior to the Issue Date
having been duly made.
In the event that any of the foregoing conditions is not satisfied, the
relevant Dealer shall be entitled (but not bound) by notice to the
Issuer to be released and discharged from its obligations under the
agreement reached under clause 2.
(3) WAIVER
Subject to the discretion of the Lead Manager as provided in a
Subscription Agreement, any Dealer, on behalf of itself only, may by
notice in writing to the Issuer waive any of the conditions precedent
contained in subclause (2) (save for the condition precedent contained
in subclause (2)(c)) in so far as they relate to an issue of Notes to
that Dealer.
(4) UPDATING OF LEGAL OPINIONS
Before the first issue of Notes occurring after each anniversary of the
date of this Agreement, the Issuer will procure that further legal
opinions, in substantially the respective forms and with substantially
the content as the legal opinions delivered pursuant to the Initial
Documentation List, are delivered, at the expense of the Issuer, to the
Dealers from legal advisers (reasonably acceptable to the Dealers) as to
New York law, California law, United States federal securities law and
English law.
In addition, on such other occasions as a Dealer so requests the Issuer
(on the basis of reasonable grounds), the Issuer will procure that a
further legal opinion or further legal opinions, as the case may be, in
such form and with such content as the Dealers may reasonably require,
is or are delivered, at the expense of the Issuer to the Dealers from
legal
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advisers (approved by the Dealers) as to New York law, California law,
United States federal securities law and/or English law, as the case may
be. If at or prior to the time of any agreement to issue and purchase
Notes under clause 2, such a request is made with respect to the Notes
to be issued, the receipt of the relevant opinion or opinions by the
relevant Dealer in a form satisfactory to the relevant Dealer shall be a
further condition precedent to the issue of those Notes to that Dealer.
(5) DETERMINATION OF AMOUNTS OUTSTANDING
For the purposes of subclause (2)(c):
(a) the U.S. dollar equivalent of Notes denominated in another
Specified Currency shall be determined, at the discretion of the
Issuer, either as of the Agreement Date for such Notes or on the
preceding day on which commercial banks and foreign exchange
markets are open for business in London, in each case on the
basis of the spot rate for the sale of the U.S. dollar against
the purchase of such Specified Currency in the London foreign
exchange market quoted by any leading international bank
selected by the Issuer on the relevant day of calculation;
(b) the U.S. dollar equivalent of Dual Currency Notes, Index Linked
Notes and Partly Paid Notes shall be calculated in the manner
specified above by reference to the original nominal amount on
issue of such Notes (in the case of Partly Paid Notes regardless
of the amount of the subscription price paid); and
(c) the U.S. dollar equivalent of Zero Coupon Notes and other Notes
issued at a discount or a premium shall be calculated in the
manner specified above by reference to the net proceeds received
by the Issuer for the relevant issue.
4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
(1) As at the date of this Agreement, the Issuer hereby represents, warrants
and undertakes to the Dealers and each of them as follows:
(a) that (i) the latest audited annual financial statements of the
Issuer and its subsidiaries included in the Issuer's annual
report on Form 10-K most recently filed with the United States
Securities and Exchange Commission (the "Commission") (the "FORM
10-K"), and incorporated by reference in the Offering Circular,
present fairly the consolidated financial position of the Issuer
and its subsidiaries as of the dates indicated and the results
of their operations for the periods specified and except as
otherwise stated in the Form 10-K, such financial statements
have been prepared in conformity with United States generally
accepted accounting principles applied on a consistent basis,
and (ii) except as disclosed in the Offering Circular, since the
date of such latest audited annual financial statements neither
the Issuer nor any of its subsidiaries has incurred any material
liabilities or obligations, direct or contingent, nor entered
into any material transactions not in the ordinary course of
business and there has not been any material adverse change in
the condition (financial or otherwise), business, prospects or
results of operations of the Issuer and its subsidiaries
considered as a whole;
(b) that the Offering Circular does not contain an untrue statement
of material fact or omit to state a material fact that is
necessary in order to make the statements made in
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the Offering Circular, in the light of the circumstances under
which they were made, not misleading and there is no other fact
or matter omitted from the Offering Circular which was or is
necessary to enable investors and their professional advisers to
make an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the
Issuer and of the rights attaching to the Notes;
(c) that the Issuer has been duly incorporated and is validly
existing in good standing under California law with full
corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Offering
Circular and to execute and perform its obligations under the
Agreements and is duly qualified to conduct business as a
foreign corporation in each jurisdiction in which such
qualification is required, except where the failure to be so
qualified would not have a material adverse effect on the
condition (financial or otherwise), business, prospects or
results of operations of the Issuer and its subsidiaries
considered as a whole;
(d) that the issue of Notes and the execution and delivery of the
Agreements by the Issuer have been duly authorised by all
corporate action on the part of the Issuer and, in the case of
Notes, upon due execution, issue and delivery in accordance with
the Agency Agreement, will constitute, and, in the case of the
Agreements constitute, legal, valid and binding obligations of
the Issuer enforceable in accordance with their respective terms
subject to bankruptcy, insolvency, reorganisation and other laws
of general applicability relating to or affecting creditors'
rights and to general equity principles;
(e) that the execution and delivery of the Agreements, the issue,
offering and distribution of Notes and the performance of the
terms of any Notes and the Agreements will not infringe any law,
regulation, order, rule, decree or statute applicable to the
Issuer or to which its property may be subject and are not
contrary to the provisions of the constitutional documents of
the Issuer and will not result in any breach of the terms of, or
constitute a default under, any instrument, agreement or order
to which the Issuer is a party or by which the Issuer or its
property is bound;
(f) that no Event of Default or event which with the giving of
notice or lapse of time or other condition would constitute an
Event of Default is subsisting in relation to any outstanding
Note and no event has occurred which would constitute (after an
issue of Notes) an Event of Default thereunder or which with the
giving of notice or lapse of time or other condition would
(after an issue of Notes) constitute such an Event of Default;
(g) that the Issuer (i) is not engaged (whether as defendant or
otherwise) in, nor has the Issuer knowledge of the existence of,
or any threat of, any legal, arbitration, administrative or
other proceedings the result of which is reasonably expected to
result in claims or amounts which would be material in the
context of the Programme and/or the issue and offering of Notes
thereunder or which would reasonably be expected to have or have
had a material adverse effect on the consolidated or
unconsolidated financial condition, results of operations or
business of the Issuer and (ii) has not taken any action nor, to
the best of its knowledge have any steps been taken or legal
proceedings commenced for the winding up or dissolution of the
Issuer;
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(h) that no consent, approval, authorisation, order, filing,
registration or qualification of or with any court or
governmental authority is required and no other action or thing
(including, without limitation, the payment of any stamp or
other similar tax or duty) is required to be taken, fulfilled or
done by the Issuer for or in connection with (i) the execution,
issue and offering of Notes under the Programme and compliance
by the Issuer with the terms of any Notes issued under the
Programme or (ii) the execution and delivery of, and compliance
with the terms of, the Agreements;
(i) that all corporate approvals and authorisations required by the
Issuer for or in connection with (i) the execution, issue and
offering of Notes under the Programme and compliance by the
Issuer with the terms of any Notes issued under the Programme
and (ii) the execution and delivery of, and compliance with the
terms of, the Agreements have been obtained and are in full
force and effect;
(j) that none of the Issuer, its affiliates and any persons acting
on any of their behalf, has engaged or will engage in any
directed selling efforts (as defined in Rule 902(c) under the
Securities Act) with respect to the Notes;
(k) that the Issuer, its affiliates, and each person acting on any
of their behalf have complied and will comply with the offering
restrictions requirement of Regulation S under the Securities
Act;
(l) that the Issuer is a reporting issuer (within the meaning of
Regulation S under the Securities Act);
(m) that since December 31, 1997 the Issuer has filed all reports
and all proxy or information statements required to be filed
with the Commission pursuant to Sections 13, 14 or 15(d) or the
Exchange Act (the "EXCHANGE FILED INFORMATION"). Each such
report and statement filed by the Issuer and incorporated by
reference in the Offering Circular, when so filed, contained all
material statements required to be included therein by, and
conformed in all material respects to and was filed in
compliance with, the requirements of the Exchange Act and the
rules and regulations thereunder;
(n) that the Issuer is not now and, as a result of the issue of any
Notes, will not be an "INVESTMENT COMPANY" as defined in the
United States Investment Company Act of 1940, as amended; and
(o) that in relation to each Tranche of Notes for which a Dealer is
named as a Stabilising Manager in the applicable Pricing
Supplement, it has not issued and will not issue, without the
prior consent of that Dealer, any press or other public
announcement referring to the proposed issue of Notes unless the
announcement adequately discloses that stabilising action may
take place in relation to the Notes to be issued.
(2) With regard to each issue of Notes, the Issuer shall be deemed to repeat
the representations, warranties and agreements contained in subclause
(1) as at the Agreement Date for such Notes (any agreement on such
Agreement Date being deemed to have been made on the basis of, and in
reliance on, such representations, warranties and agreements) and as at
the Issue Date of such Notes.
12
(3) The Issuer shall be deemed to repeat the representations, warranties and
agreements contained in subclause (1) on each date on which the Offering
Circular is revised, supplemented or amended and on each date on which
the aggregate nominal amount of the Programme is increased in accordance
with clause 12.
(4) The representations, warranties and agreements contained in this clause
shall continue in full force and effect notwithstanding the actual or
constructive knowledge of any Dealer with respect to any of the matters
referred to in the representations and warranties set out above, any
investigation by or on behalf of the Dealers or completion of the
subscription and issue of any Notes.
5. UNDERTAKINGS OF THE ISSUER
(1) NOTIFICATION OF MATERIAL DEVELOPMENTS
(a) The Issuer shall promptly after becoming aware of the occurrence thereof
notify each Dealer of (A) any Event of Default or any condition, event
or act which would after an issue of Notes (or would with the giving of
notice and/or the lapse of time) constitute an Event of Default or (B)
any material breach of the representations and warranties or
undertakings contained in the Agreements.
(b) If, following the Agreement Date and before the Issue Date of the
relevant Notes, the Issuer becomes aware that any of the conditions
specified in clause 3(2) will not be satisfied in relation to that
issue, the Issuer shall forthwith notify the relevant Dealer to this
effect giving full details thereof. In such circumstances, the relevant
Dealer shall be entitled (but not bound) by notice to the Issuer to be
released and discharged from its obligations under the agreement reached
under clause 2.
(c) Without prejudice to the generality of the foregoing, the Issuer shall
from time to time promptly furnish to each Dealer such information
relating to the Issuer as such Dealer may reasonably request.
(2) UPDATING OF OFFERING CIRCULAR
(a) On or before each anniversary of the date of this Agreement, the Issuer
shall update or amend the Offering Circular (following consultation with
the Arranger who will consult with the Dealers) by the publication of a
supplement thereto or a new Offering Circular, in a form approved by the
Dealers.
(b) In the event of a change in the condition of the Issuer which is
material in the context of the Programme or the issue of any Notes or if
the Offering Circular shall otherwise come to contain an untrue
statement of a material fact or omit to state a material fact necessary
to make the statements contained therein not misleading or if it is
necessary at any time to amend the Offering Circular to comply with, or
reflect changes in, any applicable laws or regulations the Issuer shall
update or amend the Offering Circular (following consultation with the
Arranger who will consult with the Dealers) by the publication of a
supplement thereto or a new Offering Circular in a form approved by the
Dealers.
(c) The Offering Circular shall, as specified therein, be deemed to
incorporate by reference therein the Exchange Filed Information. Upon
the publication of a revision, supplement or amendment to the Offering
Circular ("REVISION"), the Issuer shall promptly supply to each
13
Dealer and the Agent such number of copies of such Revision as each
Dealer or the Agent (as the case may be) may reasonably request. Until a
Dealer receives a Revision, the definition of "OFFERING CIRCULAR" in
clause 1(1) shall, in relation to such Dealer, mean the Offering
Circular prior to the receipt by such Dealer of such Revision.
(d) If the terms of the Programme are modified or amended in a manner which
would make the Offering Circular inaccurate or misleading, a new
Offering Circular will be prepared in a form approved by the Dealers.
(3) LISTING
The Issuer shall cause an initial application to be made for Notes
issued under the Programme to be listed on the Luxembourg Stock
Exchange.
If in relation to any issue of Notes, it is agreed between the Issuer
and the relevant Dealer or the Lead Manager, as the case may be, to list
such Notes on a Stock Exchange, the Issuer undertakes to use its best
endeavours to obtain and maintain the listing of such Notes on such
Stock Exchange. If any Notes cease to be listed on the relevant Stock
Exchange, the Issuer shall use its best endeavours promptly to list or
admit to trading such Notes on a stock exchange to be agreed between the
Issuer and the relevant Dealer or, as the case may be, the Lead Manager.
The Issuer shall comply with the rules of each relevant Stock Exchange
(or any other relevant authority or authorities) and shall otherwise
comply with any undertakings given by it from time to time to the
relevant Stock Exchange (or any other relevant authority or authorities)
in connection with any Notes listed on such Stock Exchange or the
listing thereof and, without prejudice to the generality of the
foregoing, shall furnish or procure to be furnished to the relevant
Stock Exchange (or any other relevant authority or authorities) all such
information as the relevant Stock Exchange (or any other relevant
authority or authorities) may require in connection with the listing on
such Stock Exchange of any Notes.
(4) THE AGENCY AGREEMENT
The Issuer undertakes that it will not, except with the consent of the
Dealers, appoint a different Agent under the Agency Agreement and that
it will promptly notify each of the Dealers of any amendment to the
Agency Agreement.
(5) LAWFUL COMPLIANCE
The Issuer will at all times endeavour to ensure that all necessary
action is taken and all necessary conditions are fulfilled (including,
without limitation, the obtaining and, where relevant, maintenance in
full force and effect of all necessary permissions, consents or
approvals of all relevant governmental authorities) so that it may
lawfully comply with its obligations under all Notes, the Agreements
and, further, so that it may comply with any applicable laws,
regulations and guidance from time to time promulgated by any
governmental and regulatory authorities relevant in the context of the
issue of Notes.
The Issuer agrees to comply with the restrictions set out in paragraph 4
of Appendix B hereto.
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(6) AUTHORISED REPRESENTATIVE
The Issuer will notify the Dealers immediately in writing if any of the
persons named in the list referred to in paragraph 3 of Part I of the
Initial Documentation List ceases to be authorised to take action on its
behalf or if any additional person becomes so authorised together, in
the case of an additional authorised person, with evidence satisfactory
to the Dealers that such person has been so authorised.
(7) AUDITORS' COMFORT LETTERS
The Issuer will (i) at the time of the preparation of the initial
Offering Circular, (ii) thereafter upon each occasion when the same may
be revised, supplemented or amended, whether by means of information
incorporated by reference or otherwise, (insofar as such revision,
supplement, amendment or update concerns or contains financial
information about the Issuer) and (iii) at other times whenever so
requested by a Dealer (on the basis of reasonable grounds) deliver, at
the expense of the Issuer to the Dealers a comfort letter or comfort
letters from independent auditors of the Issuer in substantially the
form and with such content as is consistent with the comfort letter or
comfort letters delivered pursuant to the Initial Documentation List
provided that no such letter or letters will be delivered under
paragraph (ii) above if the only revision, supplement or amendment
concerned is the publication or issue of any financial statements of the
Issuer.
If at or prior to the time of any agreement to issue and purchase Notes
under clause 2 such a request is made with respect to the Notes to be
issued, the receipt of the relevant comfort letter or letters in a form
satisfactory to the relevant Dealer shall be a further condition
precedent to the issue of those Notes to that Dealer.
(8) NO OTHER ISSUES
During the period commencing on an Agreement Date and ending on the
Issue Date with respect to any Notes which are to be listed, the Issuer
will not, without the prior consent of the relevant Dealer or, as the
case may be, the Lead Manager, issue or agree to issue any other listed
notes, bonds or other debt securities of whatsoever nature (other than
Notes to be issued to the same Dealer) where such notes, bonds or other
debt securities would have the same maturity and currency as the Notes
to be issued on the relevant Issue Date.
(9) INFORMATION ON NOTEHOLDERS' MEETINGS
The Issuer will, at the same time as it is despatched, furnish the
Dealers with a copy of every notice of a meeting of the holders of the
Notes (or any of them) which is despatched at the instigation of the
Issuer and will notify the Dealers immediately upon its becoming aware
that a meeting of the holders of the Notes (or any of them) has
otherwise been convened.
(10) RATINGS
The Issuer undertakes promptly to notify the Dealers of any change in
the ratings given by Moody's and/or Standard & Poor's and/or Fitch
Ratings Ltd. of the Issuer's debt or upon it becoming aware that such
ratings are listed on "CREDITWATCH" or other similar publication of
formal review by the relevant rating agency.
15
(11) COMMERCIAL PAPER
In respect of any Tranche of Notes which must be redeemed before the
first anniversary of the date of its issue, the Issuer will issue such
Notes only if the following conditions apply (or the Notes can otherwise
be issued without contravention of Section 19 of the FSMA):
(a) the relevant Dealer covenants in the terms set out in paragraph
2(ii) of Appendix B; and
(b) the redemption value of each Note is not less than pound
sterling100,000 (or an amount of equivalent value denominated
wholly or partly in a currency other than sterling), and no part
of any Note may be transferred unless the redemption value of
that part is not less than pound sterling100,000 (or such an
equivalent amount).
6. INDEMNITY
(1) Without prejudice to the other rights or remedies of the Dealers, the
Issuer undertakes with the Dealers and each of them that it will hold
each Dealer Indemnified Person indemnified against any and all loss,
liability, claim, action, damage or expense which that Dealer
Indemnified Person may incur or which may be made against it as a result
of or in relation to:
(a) any actual or alleged breach of the representations, warranties
and undertakings contained in, or made or deemed to be made by
the Issuer pursuant to, this Agreement; or
(b) any untrue or misleading (or allegedly untrue or misleading)
statement in, or any omission (or alleged omission) from, the
Offering Circular; or
(c) any untrue or misleading (or allegedly untrue or misleading)
statement in any additional written information provided by the
Issuer to the Dealers pursuant to clause 7 below,
and such indemnity shall extend to include all costs, charges and
expenses which that Dealer Indemnified Person may pay or incur in
disputing or defending any claim or action in respect of which indemnity
may be sought against the Issuer under this clause; provided, however
that this indemnity shall not apply to any Dealer in respect of any
loss, liability, claim, action, damage or expense to the extent arising
out of, or based upon, any untrue or misleading (or allegedly untrue or
misleading) statement in, or any omission (or alleged omission) from,
the Offering Circular in reliance upon and in conformity with written
information furnished to the Issuer by or on behalf of such Dealer
expressly for use in the Offering Circular.
(2) Each Dealer severally agrees to indemnify and hold harmless the Issuer,
its directors, officers, employees and agents and each person, if any,
who controls the Issuer within the meaning of section 15 of the
Securities Act against any and all loss, liability, claim, action,
damage and expense with respect to any untrue or misleading statements
or omissions, or alleged untrue statements or omissions, made in the
Offering Circular in reliance upon and in conformity with written
information furnished to the Issuer by or on behalf of such Dealer
expressly for use in the Offering Circular and such indemnity shall
extend to include all costs, charges and expenses which the Issuer, its
directors, officers, employees and agents and each person, if any, who
controls the Issuer may pay or incur in disputing or defending
16
any claim or action in respect of which indemnity may be sought against
such Dealer under this clause. As at the date hereof, the parties hereto
agree that the only information supplied by a Dealer for use in the
Offering Circular as aforesaid is such Dealer's legal and business name
as appearing therein.
(3) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity
may be sought hereunder but failure to so notify an indemnifying party
shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. In case any such action shall be
brought against an indemnified party, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, to
assume the defence thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party of its
election to assume the defence of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this clause 6
for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defence thereof; provided, however, that
any indemnified party shall have the right to employ separate counsel in
any such action and to participate in the defence thereof, but the fees
and expenses of such counsel shall be at the expense of such indemnified
party unless the named parties to any such action shall include both
such indemnified party and the indemnifying party and such indemnified
party shall have been advised by counsel that there may be one or more
legal defences available to it which are different from or in addition
to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to
employ separate counsel. In no event shall the indemnifying parties be
liable for the fees and expenses of more than one counsel (other than
local counsel) for all indemnified parties in connection with any one
action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified
party to the extent set forth in subclause (1) or (2) hereof, as
applicable, from and against any loss or liability by reason of such
settlement or judgement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding.
(4) If the indemnification provided for in this clause 6 shall for any
reason be unavailable to an indemnified party under clause 6(1) or
clause 6(2) hereof in respect of any loss, liability, claim, action or
damage referred to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability,
claim, action or damage, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Issuer, on the other
hand, and the Dealer whose claim is subject to contribution, on the
other, from the offering of the relevant Notes or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the
Issuer, on the one hand, and such Dealer, on the other, with respect to
the breach of representations, warranties or undertakings or statements
or omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Issuer, on the one
hand, and the
17
Dealers, on the other, with respect to such offering shall be deemed to
be in the same proportion as the total net proceeds from the offering of
the relevant Notes (before deducting expenses) received by the Issuer
bear to the total discounts and commissions received by any Dealer with
respect to such offering. Where relevant, the relative fault shall be
determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Issuer or any
Dealer, the intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Issuer and the Dealers agree that it would not be just and
equitable if contributions pursuant to this clause 6(4) were to be
determined by pro rata allocation (even if the Dealers were treated as
one entity for such purpose) or by any other method of allocation which
does not take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party as a result
of the loss, liability, claim, action or damage, referred to above in
this clause 6(4) shall be deemed to include, for purposes of this clause
6(4), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim to the extent not already paid or payable pursuant to
another provisions of this clause 6. Notwithstanding the provisions of
this clause 6(4), no Dealer shall be required to contribute any amount
in excess of the amount by which the total price at which the Notes sold
to such Dealer and distributed to the public were offered to the public
exceeds the amount of any damages which such Dealer has otherwise paid
or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Dealers'
obligations under this clause 6(4) to contribute are several in
proportion to the respective principal amounts of Notes purchased by
each such Dealer in such offering and not joint.
7. AUTHORITY TO DISTRIBUTE DOCUMENTS
Subject to clause 8 below, the Issuer hereby authorises each of the
Dealers on behalf of the Issuer to provide copies of the Offering
Circular to actual and potential purchasers of Notes. Subject to clause
8 below, the Issuer hereby authorises each of the Dealers on behalf of
the Issuer to provide copies of such additional written information as
the Issuer shall provide to the Dealers and approve for the Dealers to
use for such purpose to actual and potential purchasers of Notes.
8. DEALERS' UNDERTAKINGS
Each Dealer agrees to comply with the restrictions and agreements set
out in Appendix B hereto unless otherwise agreed with the Issuer.
9. FEES, EXPENSES AND STAMP DUTIES
The Issuer undertakes that it will:
(a) pay to each Dealer all commissions agreed between the Issuer and
such Dealer in connection with the sale of any Notes to that
Dealer (and any value added or other tax thereon);
(b) pay (together with any value added tax or other tax thereon):
18
(i) the fees and expenses of its legal advisers and
auditors;
(ii) the cost of listing and maintaining the listing of any
Notes which are to be listed on a Stock Exchange;
(iii) the cost of obtaining any credit rating for the Notes;
(iv) the fees and expenses of the agents appointed under the
Agency Agreement; and
(v) all expenses in connection with the establishment of the
Programme including, but not limited to, the preparation
and printing of the Offering Circular and the cost of
any publicity agreed by the Issuer;
(c) pay to Xxxxxx Brothers International (Europe) the reasonable
fees and disbursements of the legal advisers appointed to
represent the Dealers (including any value added tax or other
tax thereon) in connection with the establishment of the
Programme; and
(d) pay promptly, and in any event before any penalty becomes
payable, any stamp, documentary, registration or similar duty or
tax (including any stamp duty reserve tax) payable in connection
with the issue, sale and/or delivery of any Note and/or the
execution and/or delivery of any of the Agreements.
10. TERMINATION OF APPOINTMENT OF DEALERS
The Issuer or (as to itself) a Dealer may terminate the arrangements
described in this Agreement by giving not less than 30 days' written
notice to the other parties hereto. The Issuer may terminate the
appointment of a Dealer or Dealers by giving not less than 30 days'
written notice to such Dealer or Dealers (with a copy promptly
thereafter to all the other Dealers and the Agent). Termination shall
not affect any rights or obligations (including but not limited to those
arising under clauses 6, 8 and/or 9) which have accrued at the time of
termination or which accrue thereafter in relation to any act or
omission or alleged act or omission which occurred prior to such time.
11. APPOINTMENT OF NEW DEALERS
(1) Nothing in this Agreement shall prevent the Issuer from appointing one
or more New Dealers for the duration of the Programme or, with regard to
an issue of a particular Tranche of Notes, the Issuer from appointing
one or more New Dealers for the purposes of that Tranche, in either case
upon the terms of this Agreement and provided that, unless such
appointment is effected pursuant to a Subscription Agreement:
(a) any New Dealer shall have first delivered to the Issuer an
appropriate Dealer Accession Letter; and
(b) the Issuer shall have delivered to such New Dealer an
appropriate Confirmation Letter.
(2) Upon receipt of the relevant Confirmation Letter or execution of the
relevant Subscription Agreement, as the case may be, each such New
Dealer shall, subject to the terms of the
19
relevant Dealer Accession Letter or the relevant Subscription Agreement,
as the case may be, become a party to this Agreement, vested with all
authority, rights, powers, duties and obligations of a Dealer as if
originally named as a Dealer hereunder provided further that, except in
the case of the appointment of a New Dealer for the duration of the
Programme, following the Issue Date of the relevant Tranche, the
relevant New Dealer shall have no further such authority, rights,
powers, duties or obligations except such as may have accrued or been
incurred prior to, or in connection with, the issue of such Tranche.
(3) The Issuer shall promptly notify the other Dealers and the Agent of any
appointment of a New Dealer for the duration of the Programme by
supplying to such parties a copy of any Dealer Accession Letter and
Confirmation Letter. Such notice shall be required to be given in the
case of an appointment of a New Dealer for a particular Tranche of Notes
to the Agent only.
12. INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME
(1) From time to time the Issuer may wish to increase the aggregate nominal
amount of the Notes that may be issued under the Programme. In such
circumstances, the Issuer may give notification of such an increase
(subject as set out in subclause (2)) by delivering to the Listing Agent
and the Dealers with a copy to the Agent a letter substantially in the
form set out in Appendix D hereto. Upon the date specified in such
notice (which date may not be earlier than seven London business days
after the date the notice is given) and subject to satisfaction of the
conditions precedent set out in subclause (2), all references in the
Agreements to a Euro Medium Term Note Programme of a certain nominal
amount shall be deemed to be references to a Euro Medium Term Note
Programme of the increased nominal amount.
(2) Notwithstanding subclause (1), the right of the Issuer to increase the
aggregate nominal amount of the Programme shall be subject to each
Dealer having received and found satisfactory all the documents and
confirmations described in Part II of the Initial Documentation List
(with such changes as may be relevant with reference to the
circumstances at the time of the proposed increase as are agreed between
the Issuer and the Dealers), and the satisfaction of any further
conditions precedent that any of the Dealers may reasonably require,
including, without limitation, the production of a supplementary
Offering Circular by the Issuer and any further or other documents
required by the relevant authority or authorities for the purpose of
listing any Notes to be issued on the relevant Stock Exchange. The
Arranger shall circulate to the Dealers all the documents and
confirmations described in Part II of the Initial Documentation List and
any further conditions precedent so required. Any Dealer must notify the
Arranger and the Issuer within three London business days of receipt if
it considers, in its reasonable opinion, such documents, confirmations
and, if applicable, such further conditions precedent to be
unsatisfactory and, in the absence of such notification, such Dealer
shall be deemed to consider such documents and confirmations to be
satisfactory and such further conditions precedent to be satisfied.
13. STATUS OF THE DEALERS AND THE ARRANGER
(1) Each of the Dealers agrees that the Arranger has only acted in an
administrative capacity to facilitate the establishment and/or
maintenance of the Programme and has no responsibility to it for (a) the
adequacy, accuracy, completeness or reasonableness of any
representation, warranty, undertaking, agreement, statement or
information in the Offering Circular, any Pricing Supplement, this
Agreement or any information provided in connection with the
20
Programme or (b) the nature and suitability to it of all legal, tax and
accounting matters and all documentation in connection with the
Programme or any Tranche.
(2) The Arranger shall have only those duties, obligations and
responsibilities expressly specified in this Agreement.
14. 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.
15. 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.
16. BENEFIT OF AGREEMENT
(1) This Agreement shall be binding upon and shall inure for the benefit of
the Issuer and each Dealer and their respective successors and permitted
assigns.
(2) A Dealer may only assign or transfer its rights or obligations under
this Agreement with the prior written consent of the Issuer except for
an assignment and/or transfer of all of a Dealer's rights and
obligations hereunder in whatever form such Dealer determines may be
appropriate to a partnership, corporation, trust or other organisation
in whatever form that may succeed to, or to which the Dealer transfers,
all or substantially all of the Dealer's assets and business and that
assumes such obligations by contract, operation of law or otherwise.
Upon any such transfer and assumption of obligations such Dealer shall
be relieved of and fully discharged from all obligations under this
Agreement, whether such obligations arose before or after such transfer
and assumption.
17. CALCULATION AGENT
(1) In the case of any Series of Notes which require the appointment of a
Calculation Agent the Agent shall act as Calculation Agent, unless the
relevant Dealer or, as the case may be, the
21
Lead Manager requests the Issuer to appoint such Dealer or Lead Manager,
or a person nominated by such Dealer or Lead Manager (a "NOMINEE"), as
Calculation Agent.
(2) Should such a request be made to the Issuer the appointment of that
Dealer or Lead Manager shall be automatic upon the issue of the relevant
Series of Notes and shall, except as agreed, be on the terms set out in
the Calculation Agency Agreement set out in Schedule 1 to the Agency
Agreement, and no further action shall be required to effect the
appointment of such Dealer or Lead Manager as Calculation Agent in
relation to that Series of Notes, and the Schedule to the Calculation
Agency Agreement shall be deemed to be duly annotated to include such
Series. The name of the Dealer or Lead Manager so appointed will be
entered in the applicable Pricing Supplement.
(3) Should such a request be made to the Issuer for the appointment of a
Nominee as the Calculation Agent, such Nominee must be reasonably
acceptable to the Issuer and shall agree with the Issuer in writing to
its appointment as Calculation Agent on the terms set out in the
Calculation Agency Agreement set out in Schedule 1 to the Agency
Agreement and no further action shall be required to effect the
appointment of such Nominee as Calculation Agent in relation to that
Series of Notes, and the Schedule to the Calculation Agency Agreement
shall be deemed to be duly annotated to include such Series. The name of
the Nominee so appointed will be entered in the applicable Pricing
Supplement.
18. STABILISATION
(1) In connection with the distribution of any Notes, the Dealer (if any)
designated as Stabilising Manager in the applicable Pricing Supplement
may over-allot or effect transactions which support the market price of
such Notes and/or any associated securities at a level higher than that
which might otherwise prevail, but in doing so such Dealer shall act as
principal and not as agent of the Issuer. Such stabilising, if
commenced, may be discontinued at any time. Any loss resulting from
over-allotment and stabilisation shall be borne, and any net profit
arising therefrom shall be retained, by the Stabilising Manager for its
own account.
(2) The Issuer confirms that it has been informed of the existence of the
informational guidance published by the Financial Services Authority in
relation to stabilisation.
19. GOVERNING LAW
(1) This Agreement and every agreement for the issue and purchase of Notes
as referred to in clause 2 shall be governed by, and construed in
accordance with, the laws of the State of New York.
(2) Each of the parties to this Agreement agrees 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 to this Agreement hereby irrevocably waives any
objection which it may have now or hereafter to the laying of the venue
of any such Proceedings in any such court and any claim that any such
Proceedings have been brought in an inconvenient forum and hereby
further irrevocably agrees that a judgment in any such Proceedings
brought in
22
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 to this Agreement 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.
23
APPENDIX A
INITIAL DOCUMENTATION LIST
PART I
1. A copy of the Articles of Incorporation and Bylaws of the Issuer,
certified by the Secretary of the Issuer.
2. A copy of all resolutions and other authorisations, certified by the
Secretary of the Issuer, required to be passed or given, and evidence of
any other action required to be taken, on behalf of the Issuer:
(a) to approve its entry into the Agreements, the creation of the
Programme and the issue of Notes;
(b) to authorise appropriate persons to execute each of the
Agreements and any Notes and to take any other action in
connection therewith; and
(c) to authorise appropriate persons to enter into agreements with
any Dealer on behalf of the Issuer to issue Notes in accordance
with clause 2 of this Agreement.
3. A list of the names, titles and specimen signatures of the persons
authorised on behalf of the Issuer in accordance with paragraph 2(c)
above, certified by the Secretary of the Issuer.
4. Copies of any other governmental or other consents, authorisations and
approvals required for the Issuer to issue Notes, to execute and deliver
the Agreements and to fulfil its obligations under the Agreements.
5. Confirmation that one or more master Temporary Global Notes and master
Permanent Global Notes (from which copies can be made for each
particular issue of Notes), duly executed by a person or persons
authorised to take action on behalf of the Issuer as specified in
paragraph 2(b) above, have been delivered to the Agent.
6. Legal opinions addressed to each of the Dealers dated on or after the
date of this Agreement, in such form and with such content as previously
agreed to, from:
(a) O'Melveny & Xxxxx LLP, legal advisers to the Issuer;
(b) General Counsel of the Issuer; and
(c) Xxxxx & Overy, legal advisers to the Dealers.
7. A conformed copy of each Agreement and confirmation that executed copies
of such documents have been delivered, in the case of the Agency
Agreement, to the Agent (for itself and the other agents party thereto).
8. A printed final version of the Offering Circular and the Procedures
Memorandum.
24
9. Confirmation from the Listing Agent that the Luxembourg Stock Exchange
will list Notes to be issued under the Programme.
10. Comfort letter from PricewaterhouseCoopers LLP as independent auditors
of the Issuer in such form and with such content as previously agreed
to.
11. Confirmation that the Programme has been rated A1 by Xxxxx'x, XX- by
Standard & Poor's and AA- by Fitch Ratings Ltd.
25
PART II
1. A copy of the Articles of Incorporation and Bylaws of the Issuer,
certified by the Secretary of the Issuer or confirmation that they have
not been changed since they were last submitted to the Dealers.
2. A copy of all resolutions and other authorisations required to be passed
or given, and evidence of any other action required to be taken, on
behalf of the Issuer to approve the increase in the amount of the
Programme, certified by the Secretary of the Issuer.
3. Copies of any other governmental or other consents, authorisations and
approvals required for the increase.
4. Confirmation that one or more master Temporary Global Notes and master
Permanent Global Notes (from which copies can be made for each
particular issue of Notes), duly executed by a person or persons
authorised to take action on behalf of the Issuer as specified in
paragraph 2(b) of Part I of the Initial Documentation List, have been
delivered to the Agent.
5. Legal opinions addressed to each of the Dealers dated on or after the
date of this Agreement, in such form and with such content as previously
agreed to, from:
(a) O'Melveny & Xxxxx LLP, legal advisers to the Issuer;
(b) General Counsel to the Issuer; and
(c) Xxxxx & Overy, legal advisers to the Dealers.
6. A printed final version of the Offering Circular.
7. Confirmation from the Listing Agent that the Luxembourg Stock Exchange
will list Notes to be issued under the increased Programme.
8. Comfort letter from PricewaterhouseCoopers LLP as independent auditors
of the Issuer in such form and with such content as previously agreed
to.
9. Confirmation from Moody's, Standard & Poor's and Fitch Ratings Ltd. that
there has been no change in the rating assigned by them to the Programme
as a result of the increase.
00
XXXXXXXX X
XXXXXXX XXXXXXXXXXXX
0. XXXXXX XXXXXX
(1) The Notes have not been and will not be registered under the Securities
Act, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except in accordance with
Regulation S under the Securities Act or pursuant to an exemption from
the registration requirements of the Securities Act. Each Dealer
represents and agrees that it has offered and sold any Notes, and will
offer and sell any Notes only in accordance with Regulation S under the
Securities Act (i) as part of their distribution at any time and (ii)
otherwise until 40 days after the completion of the distribution of all
Notes of the Tranche of which such Notes are a part, as determined and
certified as provided below. Each Dealer who has purchased Notes of a
Tranche hereunder (or in the case of a sale of a Tranche of Notes issued
to or through more than one Dealer, each of such Dealers as to the Notes
of such Tranche purchased by or through it or, in the case of a
syndicated issue, the relevant Lead Manager) shall determine and certify
to the Agent the completion of the distribution of the Notes of such
Tranche. On the basis of such notification or notifications, the Agent
agrees to notify such Dealer/Lead Manager of the end of the distribution
compliance period with respect to such Tranche. Each Dealer also agrees
that, at or prior to confirmation of sale of Notes, it will have sent to
each distributor, dealer or person receiving a selling concession, fee
or other remuneration that purchases Notes from it during the
distribution compliance period a confirmation or notice to substantially
the following effect:
"The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the "SECURITIES ACT"), and may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of their distribution at any time
or (ii) otherwise until 40 days after the completion of the distribution
of the Securities as determined and certified by the relevant Dealer, in
the case of a non-syndicated issue, or the Lead Manager, in the case of
a syndicated issue, and except in either case in accordance with
Regulation S under the Securities Act. Terms used above have the
meanings given to them by Regulation S."
Terms used in this paragraph 1(1) have the meanings given to them by
Regulation S.
(2) Each Dealer represents and agrees that it, its affiliates or any persons
acting on its or their behalf have not engaged and will not engage in
any directed selling efforts with respect to any Note, and it and they
have complied and will comply with the offering restrictions requirement
of Regulation S.
(3) In addition,
(a) except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D RULES"), each Dealer (a) represents
that it has not offered or sold, and agrees that during the
restricted period it will not offer or sell, Notes to a person
who is within the United States or its possessions or to a
United States person, and (b) represents that it has not
delivered and agrees that it will not deliver within the United
States or its possessions definitive Notes that are sold during
the restricted period;
27
(b) each Dealer represents that it has, and agrees that throughout
the restricted period it will have, in effect procedures
reasonably designed to ensure that its employees or agents who
are directly engaged in selling Notes are aware that such Notes
may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or to
a United States person, except as permitted by the D Rules;
(c) if it is a United States person, each Dealer represents that it
is acquiring the Notes for purposes of resale in connection with
their original issuance and if it retains Notes for its own
account, it will only do so in accordance with the requirements
of U.S. Treas. Reg. Section l.163-5(c)(2)(i)(D)(6); and
(d) with respect to each affiliate that acquires Notes from a Dealer
for the purpose of offering or selling such Notes during the
restricted period, such Dealer repeats and confirms the
representations and agreements contained in subparagraphs (a),
(b) and (c) on such affiliate's behalf.
Terms used in this paragraph 1(3) have the meanings given to them by the
U.S. Internal Revenue Code of 1986, as amended, and regulations
thereunder, including the D Rules.
(4) Each issue of Index Linked Notes or Dual Currency Notes shall be subject
to such additional U.S. selling restrictions as the Issuer and the
relevant Dealer may agree as a term of the issue and purchase of such
Notes, which additional selling restrictions shall be set out in the
applicable Pricing Supplement. The relevant Dealer agrees that it shall
offer, sell and deliver such Notes only in compliance with such
additional U.S. selling restrictions.
2. UNITED KINGDOM
Each Dealer represents and agrees that:
(i) in relation to Notes which have a maturity of one year or more,
it has not offered or sold and, prior to the expiry of the
period of six months from the Issue Date of such Notes, will not
offer or sell any such Notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995
(as amended);
(ii) in relation to any Notes which must be redeemed before the first
anniversary of the date of their issue, (a) it is a person whose
ordinary activities involve it in acquiring, holding, managing
or disposing of investments (as principal or agent) for the
purposes of its business and (b) it has not offered or sold and
will not offer or sell any Notes other than to persons whose
ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or as agent) for the
purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses where
the issue of the Notes would otherwise constitute a
contravention of Section 19 of the FSMA by the Issuer;
28
(iii) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning
of Section 21 of the FSMA) received by it in connection with the
issue or sale of any Notes in circumstances in which Section
21(1) of the FSMA does not apply to the Issuer; and
(iv) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to
any Notes in, from or otherwise involving the United Kingdom.
3. JAPAN
The Notes have not been and will not be registered under the Securities
and Exchange Law of Japan (the "SECURITIES AND EXCHANGE LAW") and each
Dealer agrees that it will not offer or sell any Notes, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in Japan, including
any corporation or other entity organised under the laws of Japan), or
to others for re-offering or resale, directly or indirectly, in Japan or
to a resident of Japan except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the
Securities and Exchange Law and any other applicable laws and
regulations of Japan.
4. FRANCE
The Issuer and each Dealer represents and agrees, it has not offered or
sold, and will not offer or sell, directly or indirectly, Notes to the
public in France, and has not distributed or caused to be distributed
and will not distribute or cause to be distributed to the public in
France, the Offering Circular or any other offering material relating to
the Notes, and that such offers, sales and distributions have been and
shall be made in France only to qualified investors (investisseurs
qualifies) acting for their own account, as defined in and in accordance
with articles 5 L.411-1 and L.411-2 of the Code Monetaire et Financier
and decret no. 98-880 dated 1st October, 1998.
5. THE NETHERLANDS
Each Dealer represents and agrees that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer
or sell in The Netherlands any Notes with a denomination of less than
E50,000 (or its foreign currency equivalent) other than to persons who
trade or invest in securities in the conduct of a profession or business
(which include banks, stockbrokers, insurance companies, pension funds,
other institutional investors and finance companies and treasury
departments of large enterprises) unless one of the other exemptions
from or exceptions to the prohibition contained in article 3 of the
Dutch Securities Transactions Supervision Act 1995 ("Wet toezicht
effectenverkeer 1995") is applicable and the conditions attached to such
exemption or exception are complied with.
6. GERMANY
Each Dealer represents and agrees that Notes have not been and will not
be offered, sold or publicly promoted or advertised by it in the Federal
Republic of Germany other than in compliance with the German Securities
Selling Prospectus Act (Wertpapierverkaufsprospektgesetz) of 13th
December, 1990, as amended, or any other laws
29
applicable in the Federal Republic of Germany governing the issue,
offering and sale of securities.
7. GENERAL
Each Dealer agrees that it will (to the best of its knowledge and
belief) comply with all applicable securities laws and regulations in
force in any jurisdiction in which it purchases, offers, sells or
delivers Notes or possesses or distributes the Offering Circular and
will obtain any consent, approval or permission required by it for the
purchase, offer, sale or delivery by it of Notes under the laws and
regulations in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers, sales or deliveries and none of
the Issuer and any other Dealer shall have any responsibility therefor.
None of the Issuer and any of the Dealers represents that Notes may at
any time lawfully be sold in compliance with any applicable registration
or other requirements in any jurisdiction, or pursuant to any exemption
available thereunder, or assumes any responsibility for facilitating
such sale.
With regard to each Tranche, the relevant Dealer will be required to
comply with such other additional restrictions as the Issuer and the
relevant Dealer shall agree and as shall be set out in the applicable
Pricing Supplement.
30
APPENDIX C
PART I
FORM OF DEALER ACCESSION LETTER - PROGRAMME
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "ISSUER")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
EURO MEDIUM TERM NOTE PROGRAMME
We refer to the amended and restated Programme Agreement dated 15th May, 2002
entered into in respect of the above Euro Medium Term Note Programme and made
between the Issuer and the Dealers party thereto (which agreement, as amended,
supplemented or restated from time to time, is herein referred to as the
"PROGRAMME AGREEMENT").
CONDITIONS PRECEDENT
We confirm that we are in receipt of the documents referenced below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of all documents referred to in Part I of
Appendix A of the Programme Agreement,
and have found them to our satisfaction.
For the purposes of the Programme Agreement our notice details are as follows:
[insert name, address, telephone, facsimile, telex (+ answerback) and
attention].
In consideration of the appointment by the Issuer of us as a Dealer under the
Programme Agreement we hereby undertake, for the benefit of the Issuer and each
of the other Dealers, that we will perform and comply with all the duties and
obligations expressed to be assumed by a Dealer under the Programme Agreement.
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
31
PART II
FORM OF CONFIRMATION LETTER - PROGRAMME
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
EURO MEDIUM TERM NOTE PROGRAMME
We refer to the amended and restated Programme Agreement dated 15th May, 2002
(such agreement, as amended, supplemented or restated from time to time, the
"PROGRAMME AGREEMENT") entered into in respect of the above Euro Medium Term
Note Programme and hereby acknowledge receipt of your Dealer Accession Letter to
us dated [specify].
We hereby confirm that, with effect from the date hereof, you shall become a
Dealer under the Programme Agreement in accordance with clause 11(2) of the
Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
The other Dealers
32
PART III
FORM OF DEALER ACCESSION LETTER - NOTE ISSUE
[Date]
To: INTERNATIONAL LEASE FINANCE CORPORATION
(the "ISSUER")
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[DESCRIPTION OF ISSUE]
(the "NOTES")
We refer to the amended and restated Programme Agreement dated 15th May, 2002
and made between the Issuer and the Dealers party thereto (which agreement, as
amended, supplemented or restated from time to time, is herein referred to as
the "PROGRAMME AGREEMENT").
CONDITIONS PRECEDENT
We confirm that we are in receipt of the documents referenced below:
(i) a copy of the Programme Agreement; and
(ii) a copy of current versions of such of the other documents referred to in
Part I of Appendix A of the Programme Agreement as we have requested,
and have found them to our satisfaction or (in the case of the documents
referred to in (ii) above) have waived such production.
For the purposes of the Programme Agreement our notice details are as follows:
[insert name, address, telephone, facsimile, telex (+ answerback) and
attention].
In consideration of the appointment by the Issuer of us as a Dealer under the
Programme Agreement in respect of the issue of the Notes we hereby undertake,
for the benefit of the Issuer and each of the other Dealers, that, in relation
to the issue of the Notes, we will perform and comply with all the duties and
obligations expressed to be assumed by a Dealer under the Programme Agreement.
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of New Dealer]
By:
cc: CITIBANK, N.A. as Agent
33
PART IV
FORM OF CONFIRMATION LETTER - NOTE ISSUE
[Date]
To: [Name and address of New Dealer]
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
[DESCRIPTION OF ISSUE]
(the "NOTES")
We refer to the amended and restated Programme Agreement dated 15th May, 2002
(such agreement, as amended, supplemented or restated from time to time, the
"PROGRAMME AGREEMENT") and hereby acknowledge receipt of your Dealer Accession
Letter to us dated [specify].
We hereby confirm that, with effect from the date hereof, in respect of the
issue of the Notes, you shall become a Dealer under the Programme Agreement in
accordance with the provisions of clause 11(2) of the Programme Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
34
APPENDIX D
LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
OF THE PROGRAMME
[Date]
To: The Dealers and the Listing Agent
(as those expressions are defined in the
amended and restated Programme Agreement dated 15th May, 2002 as
amended, supplemented or restated from time to time, (the "PROGRAMME
AGREEMENT"))
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION
EURO MEDIUM TERM NOTE PROGRAMME
We hereby require, pursuant to clause 12(1) of the Programme Agreement, that the
aggregate nominal amount of the above Programme be increased to U.S.$ [specify]
from [specify date which is no earlier than seven London business days after the
date the notice is given] whereupon (but subject as provided in the next
paragraph) all references in the Agreements will be deemed amended accordingly.
We understand that this increase is subject to the satisfaction of the condition
set out in clause 12(2) of the Programme Agreement namely that each Dealer shall
have received and found satisfactory all the documents and confirmations
described in the Part II of the Initial Documentation List (with such changes as
may be relevant, with reference to the circumstances at the time of the proposed
increase, as are agreed between the Issuer and the Dealers) and the delivery of
any further conditions precedent that any of the Dealers may reasonably require.
You must notify the Arranger and ourselves within three London business days of
receipt by you of those documents and confirmations and, if applicable, further
conditions precedent if you consider (in your reasonable opinion) such
documents, confirmations and, if applicable, such further conditions precedent
to be unsatisfactory and, in the absence of such notification, you will be
deemed to consider such documents and confirmations to be satisfactory and such
further conditions precedent to be satisfied.
Terms used in this letter have the meanings given to them in the Programme
Agreement.
Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION
By:
cc: CITIBANK, N.A. as Agent
00
XXXXXXXX X
FORM OF SUBSCRIPTION AGREEMENT
INTERNATIONAL LEASE FINANCE CORPORATION
[DESCRIPTION OF ISSUE]
[DATE]
To: [Names of Dealers]
(the "MANAGERS")
c/o [Name of Lead Manager]
(the "LEAD MANAGER")
cc: CITIBANK, N.A.
as Agent
Dear Sirs,
INTERNATIONAL LEASE FINANCE CORPORATION (the "ISSUER") proposes to issue
[DESCRIPTION OF ISSUE] (the "NOTES") pursuant to the U.S.$4,000,000,000 Euro
Medium Term Note Programme established by it. The terms of the issue shall be as
set out in the form of Pricing Supplement attached to this Agreement as Annexe
A.
This Agreement is made pursuant to the terms of the amended and restated
Programme Agreement as amended and/or supplemented from time to time (the
"PROGRAMME AGREEMENT") dated 15th May, 2002 between the Issuer and the Dealers
party thereto. All terms with initial capitals used herein without definition
have the meanings given to them in the Programme Agreement.
We wish to record the arrangements agreed between us in relation to the issue:
1. This Agreement appoints each Manager which is not a party to the
Programme Agreement (each a "NEW DEALER") as a New Dealer in accordance
with the provisions of clause 11 of the Programme Agreement for the
purposes of the issue of the Notes. The Lead Manager confirms that it is
in receipt of the documents referenced below:
(i) a copy of the Programme Agreement; and
(ii) a copy of such of the documents referred to in Part I of Appendix
A of the Programme Agreement as the Lead Manager (on behalf of
the Managers) has requested and has confirmed with each New
Dealer that it has found them to be satisfactory or (in the case
of any or all of the documents referred to in (ii)) has waived
such production.
For the purposes of the Programme Agreement the details of the Lead
Manager for service of notices are as follows:
36
[insert name, address, telephone, facsimile, telex (+ answerback) and
attention].
In consideration of the Issuer appointing each New Dealer as a Dealer in
respect of the Notes under the Programme Agreement, each New Dealer
hereby undertakes, for the benefit of the Issuer, the Lead Manager (for
itself and each of the other Dealers) and the Managers, that, in
relation to the issue of the Notes, it will perform and comply with all
the duties and obligations expressed to be assumed by a Dealer under the
Programme Agreement, a copy of which it acknowledges it has received
from the Lead Manager. The Issuer hereby confirms that each New Dealer
shall be vested with all authority, rights, powers, duties and
obligations of a Dealer in relation to the issue of the Notes as if
originally named as a Dealer under the Programme Agreement provided that
following the Issue Date of the Notes each New Dealer shall have no
further such authority, rights, powers, duties or obligations except
such as may have accrued or been incurred prior to, or in connection
with, the issue of the Notes.
2. Subject to the terms and conditions of the Programme Agreement and this
Agreement the Issuer hereby agrees to issue the Notes and the Managers
jointly and severally agree to subscribe or procure subscribers for the
Notes at a price of [specify] per cent. of the principal amount of the
Notes (the "PURCHASE PRICE"), being the issue price of [specify] per
cent. less a selling [commission/concession] of [specify] per cent. of
such principal amount and a combined management and underwriting
commission of [specify] per cent. of such principal amount.
3. The settlement procedures set out in Part [1/2] of Annexe A to the
Procedures Memorandum shall apply as if set out in this Agreement
provided that, for the purposes of this Agreement:
(i) the sum payable on the Issue Date shall represent the Purchase
Price less any amount payable in respect of Managers' expenses as
provided in the agreement referred to in clause 4 of this
Agreement);
(ii) "ISSUE DATE" means [specify] a.m. ([specify] time) on [specify]
or such other time and/or date as the Issuer and the Lead Manager
on behalf of the Managers may agree; and
(iii) "PAYMENT INSTRUCTION DATE" means the Issue Date unless there is
to be a pre-closing for the issue in which case it means the
business day (being a day on which banks and foreign exchange
markets are open for business in London) prior to the Issue Date.
4. The arrangements in relation to expenses have been separately agreed
between the Issuer and the Lead Manager.
5. The obligation of the Managers to purchase the Notes is conditional
upon:
(i) the conditions set out in clause 3(2) (other than that set out in
clause 3(2)(f)) of the Programme Agreement being satisfied as of
the Payment Instruction Date (on the basis that the references
therein to "RELEVANT DEALER" shall be construed as references to
the Lead Manager) and without prejudice to the aforesaid, the
Offering Circular dated [specify] [, as supplemented by [ ],]
containing all material information relating to the assets and
liabilities, financial position and profits and losses of the
Issuer and nothing having happened or being expected to happen
which would
37
require the Offering Circular [, as so supplemented,] to be
[further] supplemented or updated; and
(ii) the delivery to the Lead Manager on the Payment Instruction Date
of:
(A) legal opinions addressed to the Managers dated the Payment
Instruction Date in such form and with such contents as
the Lead Manager, on behalf of the Managers, may
reasonably require from the general counsel of the Issuer,
O'Melveny & Xxxxx LLP, the legal advisers to the Issuer
and Xxxxx & Overy, the legal advisers to the Managers;
(B) a certificate dated as at the Payment Instruction Date
signed by a duly authorised officer of the Issuer giving
confirmation to the effect stated in paragraph (i) of this
clause;
(C) a comfort letter dated the Payment Instruction Date from
the independent auditors of the Issuer, in such form and
with such content as the Managers may reasonably request;
and
(D) such other conditions precedent as the Lead Manager may
require.
If any of the foregoing conditions is not satisfied on or before the
Payment Instruction Date, this Agreement shall terminate on such date
and the parties hereto shall be under no further liability arising out
of this Agreement (except for any liability of the Issuer in relation to
expenses as provided in the agreement referred to in clause 4 and except
for any liability arising before or in relation to such termination),
provided that the Lead Manager, on behalf of the Managers, may in its
discretion waive any of the aforesaid conditions (other than the
condition precedent contained in clause 3(2)(c) of the Programme
Agreement) or any part of them.
6. The Lead Manager, on behalf of the Managers, may, by notice to the
Issuer, terminate this Agreement at any time prior to payment of the net
purchase money to the Issuer if any of the following occurs (after the
date of this Agreement): (a) a suspension or material limitation
(including any setting of minimum prices) in trading securities
generally on the New York Stock Exchange, the London Stock Exchange or
any stock exchange on which such Notes are to be listed if the effect of
any such event, in the judgment of the relevant Dealer or, if more than
one, the relevant Lead Manager on behalf of the relevant Dealers, is to
make it impracticable or inadvisable to proceed with the solicitation by
such relevant Dealer(s) of offers to purchase Notes or the purchase of
Notes from the Issuer as principal on the terms and in the manner
contemplated by the Offering Circular, as amended or supplemented; (b) a
general moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities, in Europe declared by
the European Central Bank or, in respect of Belgium, France, Germany,
Italy, Luxembourg, The Netherlands, Spain or the United Kingdom,
declared by the relevant national authorities, or in respect of the
country (if not included in the foregoing list of countries) in whose
currency the payments of interest or principal on the Notes are
denominated, declared by the relevant national authority; (c) the
outbreak or escalation of hostilities involving the United States,
Belgium, France, Germany, Italy, Luxembourg, The Netherlands, Spain or
the United Kingdom or the country (if not included in the foregoing list
of countries) in whose currency the payments of interest or principal on
the Notes are denominated, or the declaration by any such country of a
national emergency of war (other than any such outbreak, escalation or
declaration that does not
38
represent a significant departure from the conditions that exist on the
date of this Agreement) if the effect of any such event, in the judgment
of the relevant Dealer or, if more than one, the relevant Lead Manager
on behalf of the relevant Dealers, is to make it impracticable or
inadvisable to proceed with the solicitation by such relevant Dealer(s)
of offers to purchase Notes or the purchase of Notes from the relevant
Issuer as principal on the terms and in the manner contemplated by the
Offering Circular, as amended or supplemented; (d) the suspension in
trading in the securities of the Issuer on any national securities
exchange or quotation system on which they are listed or quoted if the
effect of such event, in the judgment of the relevant Dealer or, if more
than one, the relevant Lead Manager on behalf of the relevant Dealers,
is to make it impracticable or inadvisable to proceed with the
solicitation by such relevant Dealer(s) of offers to purchase Notes or
the purchase of Notes from the Issuer as principal on the terms and in
the manner contemplated by the Offering Circular, as amended or
supplemented; (e) any downgrading in or withdrawal of the rating
accorded the Issuer's senior debt securities by any "nationally
recognized statistical rating organization", as that term is defined by
the U.S. Securities and Exchange Commission for purposes of Rule
436(g)(2) under the Securities Act; or (f) any material change in or
affecting the business or properties of the Issuer that, in the judgment
of the relevant Dealer or, if more than one, the relevant Lead Manager
on behalf of the relevant Dealers, materially impairs the investment
quality of the Notes.
7. Clause 19 of the Programme Agreement shall also apply to this Agreement
as if expressly incorporated herein.
8. 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.
Please confirm that this letter correctly sets out the arrangements agreed
between us.
Yours faithfully,
For: INTERNATIONAL LEASE FINANCE CORPORATION
By:
We agree to the foregoing.
For: [NAMES OF MANAGERS]
By:
39
ANNEXE A TO THE SUBSCRIPTION AGREEMENT
[Form of Pricing Supplement]
Set out below is the form of Pricing Supplement which will be completed for
each Tranche of Notes issued under the Programme.
[Date]
INTERNATIONAL LEASE FINANCE CORPORATION
ISSUE OF [AGGREGATE NOMINAL AMOUNT OF TRANCHE] [TITLE OF NOTES]
UNDER THE U.S.$4,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
This document constitutes the Pricing Supplement relating to the issue of
Notes described herein. Terms used herein shall be deemed to be defined as such
for the purposes of the Conditions set forth in the Offering Circular dated 15
May, 2002. This Pricing Supplement must be read in conjunction with such
Offering Circular and the Offering Circular Addendum (as defined in such
Offering Circular).
[Include whichever of the following apply or specify as "Not Applicable"
(N/A). Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs.]
[If the Notes must be redeemed before the first anniversary of their date
of issue, the minimum denomination may need to be L100,000 or its equivalent in
any other currency.]
1. Issuer: International Lease Finance Corporation
2. [(i)] Series Number: [ ]
[(ii) Tranche Number: [ ]
(If fungible with an existing Series,
details of that Series, including the date
on which the Notes become fungible)]
3. Specified Currency or Currencies: [ ]
4. Aggregate Nominal Amount:
-- Tranche: [ ]
-- Series: [ ]
5. [(i)] Issue Price of Tranche: [ ] per cent. of the Aggregate
Nominal Amount [plus accrued interest from
[insert date] (in the case of fungible
issues only, if applicable)]
[(ii) Net proceeds: [ ] (Required only for listed
issues)]
6. Specified Denominations: [ ]
[ ]
7. (i) Issue Date: [ ]
(ii) Interest Commencement Date: [ ]
8. Maturity Date: [Fixed rate -- specify date/Floating rate
-- Interest Payment Date falling in or
nearest to [specify month]]
9. Interest Basis: [[ ] per cent. Fixed Rate]
[[LIBOR/EURIBOR] [+/-] [ ] per cent.
Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[specify other]
(further particulars specified below)
10. Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Instalment]
[specify other]
11. Change of Interest Basis or [Specify details of any provision for
Redemption/Payment Basis: change of Notes into another Interest Basis
or Redemption/Payment Basis]
12. Put/Call Options: [Investor Put]
[Issuer Call]
[(further particulars specified below)]
13. Listing: [Luxembourg/specify other/None]
14. Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. FIXED RATE NOTE PROVISIONS [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Rate[(s)] of Interest: [ ] per cent. per annum [payable
[annually/semi-annually/quarterly] in
arrear]
(ii) Interest Payment Date(s): [[ ] in each year up to and
including the Maturity Date/specify other]
(iii) Fixed Coupon Amount(s): [ ] per [ ] in nominal amount
(iv) Broken Amount(s): [Insert particulars of any initial or final
broken interest amounts which do not
correspond with the Fixed Coupon Amount]
(v) Day Count Fraction (subject to [30/360 or Actual/Actual (ISMA) or specify
paragraph 29): other]
(NB: if interest is not payable on a
regular basis (for example, if there are
Broken Amounts specified) Actual/Actual
(ISMA) may not be a suitable Day Count
Fraction)
(vi) Determination Date(s): [ ] in each year
[Insert regular interest payment dates,
ignoring issue date or maturity date in the
case of a long or short first or last
coupon] (NB: This will need to be amended
in the case of regular interest payment
dates which are not of equal duration) (NB:
Only relevant where Day Count Fraction is
Actual/Actual (ISMA))
(vii) Other terms relating to the method of
calculating interest for Fixed Rate [None/Give details]
Notes:
16. FLOATING RATE NOTE PROVISIONS [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Specified Period(s)/Specified Interest Payment
Dates: [ ]
(ii) Business Day Convention: [Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day Convention/specify
other]
(iii) Additional Business Centre(s): [ ]
(iv) Manner in which the Rate of Interest and Interest [Screen Rate Determination/ISDA Determination/specify
Amount is to be determined: other]
(v) Party responsible for calculating the Rate of
Interest and Interest Amount (if not the Agent):
[ ]
(vi) Screen Rate Determination: [ ]
-- Reference Rate: (Either LIBOR, EURIBOR or other, although additional
information is required if other -- including the
fallback provisions in the Agency Agreement)
-- Interest Determination Date(s): [ ]
(Second day on which commercial banks are open for
general business (including dealing in foreign
exchange and foreign currency deposits) in London
prior to the start of each Interest Period if LIBOR
(other than euro LIBOR or Sterling LIBOR) and first
day of each Interest Period if Sterling LIBOR and
second day on which the TARGET System is open prior to
the start of each Interest Period if EURIBOR or euro
LIBOR)
-- Relevant Screen Page: [ ]
(In the case of EURIBOR, if not Telerate Page 248
ensure it is a page which shows a composite rate or
amend the fallback provisions appropriately)
(vii) ISDA Determination:
-- Floating Rate Option: [ ]
-- Designated Maturity: [ ]
-- Reset Date: [ ]
(viii) Margin(s): [+/-] [ ] per cent. per annum
(ix) Minimum Rate of Interest: [ ] per cent. per annum
(x) Maximum Rate of Interest: [ ] per cent. per annum
(xi) Day Count Fraction: [Actual/365 or Actual/Actual
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360, 360/360 or Bond Basis
30E/360 or Eurobond Basis
Other]
(see Condition 4 for alternatives)
(xii) Fallback provisions, rounding provisions and
any other terms relating to the method of
calculating interest on Floating Rate Notes,
if different from those set out in the
Conditions: [ ]
17. ZERO COUPON NOTE PROVISIONS [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Accrual Yield: [ ] per cent. per annum
(ii) Reference Price: [ ]
(iii) Any other formula/basis of [ ]
determining amount payable: (Consider applicable day count fraction if
euro denominated)
(iv) Day Count Fraction in relation to
Early Redemption Amounts and late [Condition 6(e)(iii) and 6(j) apply/specify
payment: other]
(Consider applicable day count fraction if
not U.S. dollar denominated)
18. INDEX LINKED INTEREST NOTE PROVISIONS [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent responsible for
calculating the principal and/or [ ]
interest due
(iii) Provisions for determining coupon
where calculation by reference to
Index and/or Formula is impossible or [ ]
impracticable:
(iv) Specified Period(s)/Specified Interest
Payment Dates: [ ]
(v) Business Day Convention: [Floating Rate Convention/Following
Business Day Convention/Modified Following
Business Day Convention/Preceding Business
Day Convention/specify other]
(vi) Additional Business Centre(s): [ ]
(vii) Minimum Rate of Interest: [ ] per cent. per annum
(viii) Maximum Rate of Interest: [ ] per cent. per annum
(ix) Day Count Fraction: [ ]
19. DUAL CURRENCY NOTE PROVISIONS [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Rate of Exchange/method of calculating [give details]
Rate of Exchange:
(ii) Calculation Agent, if any, responsible
for calculating the principal and/or
interest payable: [ ]
(iii) Provisions applicable where
calculation by reference to Rate of
Exchange impossible or impracticable: [ ]
(iv) Person at whose option Specified
Currency(ies) is/are payable: [ ]
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call: [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) and
method, if any, of calculation of such [ ]
amount(s):
(iii) If redeemable in part:
(a) Minimum Redemption Amount: [ ]
(b) Maximum Redemption Amount: [ ]
(iv) Notice period (if other than as set
out in the Conditions): [ ]
21. Investor Put: [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) and
method, if any, of calculation [ ]
of such amount(s):
(iii) Notice period (if other than as set
out in the Conditions): [ ]
22. Final Redemption Amount: [Par/specify other/see Appendix]
23. Early Redemption Amount(s) payable on
redemption for taxation reasons or on event
of default and/or the method of calculating
the same (if required or if different from
that set out in Condition 6(e)): [ ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: [Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable
for Definitive Notes on 60 days' notice
given at any time] or
[Temporary Global Note exchangeable into
Definitive Notes on and after the Exchange
Date]
25. Additional Financial Centre(s) or other [Not Applicable/give details]
special provisions relating to Payment (Note that this item relates to the place
Dates: of payment and not Interest Period end
dates to which items 16(iii) and 18(vi)
relate)
26. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature): [Yes/No. If yes, give details]
27. Details relating to Partly Paid Notes:
amount of each payment comprising the Issue
Price and date on which each payment is to
be made and consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on late [Not Applicable/give details]
payment:
28. Details relating to Instalment Notes:
(i) Instalment Amount(s): [Not Applicable/give details]
(ii) Instalment Date(s): [Not Applicable/give details]
29. Redenomination: Redenomination [not] applicable
(if Redenomination is applicable, specify
the terms of the redenomination in an Annex
to the Pricing Supplement)
30. Other terms or special conditions: [Not Applicable/give details]
DISTRIBUTION
31. (i) If syndicated, names of Managers: [Not Applicable/give names]
(ii) Stabilising Manager (if any): [Not Applicable/give name]
32. If non-syndicated, name of relevant Dealer: [ ]
33. Additional selling restrictions: [Not Applicable/give details]
OPERATIONAL INFORMATION
34. Any clearing system(s) other than Euroclear and
Clearstream, Luxembourg and the relevant
identification number(s): [Not Applicable/give name(s) and number(s)]
35. Delivery: Delivery [against/free of] payment
36. Additional Paying Agent(s) (if any): [ ]
ISIN: [ ]
Common Code: [ ]
LISTING APPLICATION
This Pricing Supplement comprises the details required to list the issue of
Notes described herein pursuant to the listing of the U.S.$4,000,000,000 Euro
Medium Term Note Programme of International Lease Finance Corporation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this
Pricing Supplement.
Signed on behalf of the Issuer:
By
------------------------------
Duly authorised
If the applicable Pricing Supplement specifies any modification to the
Terms and Conditions of the Notes as described herein, it is envisaged that, to
the extent that such modification relates only to Conditions 1, 4, 5, 6 (except
Condition 6(b)), 10, 11, 12, 13 (insofar as such Notes are not listed or
admitted to trade on any stock exchange) or 15, they will not necessitate the
preparation of a supplement to the Offering Circular. If the Terms and
Conditions of the Notes of any Series are to be modified in any other respect, a
supplement to the Offering Circular will be prepared, if appropriate.
40
SIGNATORIES
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
THE ISSUER
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxx
Xxxxxx X. Xxxxxx Xxxx X. Xxxx
Vice President Vice Chairman and
and Treasurer Chief Financial Officer
THE DEALERS
ABN AMRO BANK N.V.
BANC OF AMERICA SECURITIES LIMITED
COMMERZBANK AKTIENGESELLSCHAFT
DEUTSCHE BANK AG LONDON
XXXXXXX XXXXX INTERNATIONAL
X.X. XXXXXX SECURITIES LTD.
XXXXXX BROTHERS INTERNATIONAL (EUROPE)
XXXXXXX XXXXX INTERNATIONAL
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
SALOMON BROTHERS INTERNATIONAL LIMITED
SOCIETE GENERALE
UBS AG, ACTING THROUGH ITS BUSINESS GROUP UBS WARBURG
WESTDEUTSCHE LANDESBANK GIROZENTRALE
Each by its duly authorised signatory: /s/ X. XxXxxxxx
