EXHIBIT 99.1
AUCTION AGENT AGREEMENT
Between
INTERNATIONAL LEASE FINANCE CORPORATION
and
CHEMICAL BANK
Dated as of __________, 1995
Relating to
INTERNATIONAL LEASE FINANCE CORPORATION
Market Auction Preferred Stock
500 shares of Series G
500 shares of Series H
AUCTION AGENT AGREEMENT, dated as of __________, 1995, between
International Lease Finance Corporation, a California corporation (the
"Company"), and Chemical Bank, a New York corporation (the "Auction
Agent").
WHEREAS, the Company has an authorized share capital which includes
preferred shares and proposes to issue and offer a portion of such preferred
shares as Market Auction Preferred Stock, comprised of 500 shares of Series G
MAPS and 500 shares of Series H MAPS (collectively, the "MAPS").
WHEREAS, the two series of MAPS may be issued on the same date or on
different dates and separate Auctions may be conducted on different Auction
Dates for each series of MAPS.
WHEREAS, the Securities Depositary will initially be the holder of
record of all of the MAPS on behalf of the representatives of investors that
have signed Master Purchaser's Letters and are listed as the beneficial owners
of MAPS in the records of the Auction Agent (the "Existing Holders").
WHEREAS, the Company desires that the Auction Agent perform certain
duties as agent in connection with the MAPS upon the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company and the Auction Agent agree as follows:
1. Definitions and Rules of Construction.
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1.1 Terms Defined by Reference to the Designation.
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Capitalized terms not defined herein shall have the respective
meanings specified in the Designation.
1.2 Terms Defined Herein.
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As used herein and in the Settlement Procedures, the following terms
shall have the following meanings, unless the context otherwise requires:
(a) "Affiliate" means any Person controlled by, in control of or
under common control with, the Company.
(b) "Auction" shall have the meaning specified in Section 2.1(a)
hereof.
(c) "Auction Procedures" means the procedures for conducting Auctions
set forth in Appendix B to the Prospectus.
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(d) "Authorized MAPS" means all shares of each series of the
Company's Market Auction Preferred Stock now or hereafter authorized.
(e) "Authorized Newspaper" means The Wall Street Journal, or, if The
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Wall Street Journal shall cease to be published, or, if because of temporary
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suspension of publication or general circulation of The Wall Street Journal, or
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for any other reason, it is impossible or, in the opinion of the Auction Agent,
impracticable to publish any notice required to be published pursuant to this
Agreement in The Wall Street Journal, such other newspaper, selected by the
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Auction Agent, of general circulation in The City of New York, the State of New
York, which carries financial news.
(f) "Authorized Officer" means any President, Senior Vice President,
Vice President, Assistant Vice President or Assistant Secretary of the Auction
Agent assigned to its Corporate Trust Group and every other officer or employee
of the Auction Agent designated as an "Authorized Officer" for purposes hereof
in a communication to the Company.
(g) "Board of Directors" shall mean the Board of Directors of the
Company, or any duly authorized committee of the Board of Directors acting on
behalf thereof.
(h) "Broker-Dealer Agreement" means each agreement between the
Auction Agent and a Broker-Dealer substantially in the form of Exhibit A hereto.
(i) "Company Officer" shall mean the Chairman of the Board,
President, any Executive Vice President, each other Vice President (whether or
not designated by a number or word or words added before or after the title
"Vice President"), the Secretary, the Treasurer, the Controller, any Assistant
Treasurer, any Assistant Secretary of the Company and every other officer or
employee of the company designated as a "Company Officer" for purposes hereof in
a notice to the Auction Agent.
(j) "Designation" means the Certificates of Determination of the
Company, designating and establishing the voting rights, preferences,
limitations and special rights of the Series G MAPS and the Series H MAPS,
respectively, as filed by the Company on __________, 1995 in the office of the
Secretary of State of the State of California, copies of which are attached
hereto as Exhibit B.
(k) "Letter of Representations" means the Letter of Representations
from the Company and the Auction Agent to The Depository Trust Company.
(l) "Master Purchaser's Letter" means a letter in the form attached
to the Prospectus as Appendix C, or such other form as may be specified by the
Company, in each case, which is
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required to be executed by each prospective purchaser of shares of MAPS.
(m) "Notice of Redemption" shall mean a notice in substantially the
form of Exhibit C hereto given by the Auction Agent pursuant to Section 3
hereof.
(n) "Prospectus" means the prospectus with respect to the MAPS first
used to confirm sales of MAPS by the Underwriters attached hereto as Exhibit C.
(o) "Record Date" for any Dividend Period means the Business Day
immediately preceding each Dividend Payment Date with respect to such Dividend
Period.
(p) "Settlement Procedures" means the Settlement Procedures attached
to the Prospectus as Appendix A.
(q) "Underwriters" means Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxx
Brothers Inc.
(r) "Underwriting Agreement" means the agreement between the
Underwriters and the Company with respect to the sale of the MAPS by the Company
to the Underwriters.
1.3 Rules for Construction.
----------------------
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of this Agreement:
(a) Words importing the singular number shall include the plural
number and vice versa.
(b) The captions and headings herein are solely for convenience of
reference and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day shall be to New
York City time.
2. The Auctions.
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2.1 Purposes; Incorporation by Reference of Auction Procedures and
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Settlement Procedures.
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(a) Article II, Section 2(e) of the Designation provides that the
Applicable Rate for each series of MAPS for each Dividend Period subsequent to
the Initial Dividend Periods shall be, in general, the rate per annum that
results from implementation of the Auction Procedures for each series of MAPS.
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The Applicable Rate shall not exceed the Maximum Applicable Rate except in the
event of a Failure to Deposit. The Company hereby appoints Chemical Bank as
Auction Agent in accordance with the terms and conditions set forth herein for
the purpose of implementing the Auction Procedures. The Auction Agent hereby
accepts such appointment and agrees that, on each Auction Date, it shall follow
the procedures set forth in this Section 2 and the Auction Procedures for the
purpose of determining the Applicable Rate for each series of MAPS for the next
Dividend Period therefor. Each periodic operation of such procedures is
hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the
Settlement Procedures are incorporated herein by reference in their entirety and
shall be deemed to be a part hereof to the same extent as if such provisions
were fully set forth herein. In the event of any inconsistency between the
provisions hereof and the provisions of the Designation, the provisions of the
Designation shall control.
2.2 Changes in Dividend Period.
--------------------------
(a) Article II, Section 2(c) of the Designation provides that the
Company may, except as set forth in the proviso below, at its option, not less
than ten and not more than 30 days prior to an Auction Date for any series of
MAPS, by telephonic and written notice (a "Notice of Change in Dividend Period")
to the Auction Agent and the Securities Depositary, substantially in the form of
Exhibit D hereto, specify the next succeeding Dividend Period for such series of
MAPS, provided that for any Auction occurring after the initial Auction for a
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series of MAPS, the Company may not give a Notice of Change in Dividend Period
for such series of MAPS (and any such Notice of Change in Dividend Period shall
be null and void) unless Sufficient Clearing Bids were made in the last
occurring Auction for any series of Authorized MAPS (or all shares of such
series were subject to Submitted Hold Orders) and full cumulative dividends for
all series of Authorized MAPS payable prior to such date have been paid in
full.
(b) Article II, Section 2(c) of the Designation provides that the
Dividend Period following each Auction for any series of MAPS shall be a
Standard Dividend Period (A) if the Company does not give a Notice of Change in
Dividend Period with respect to the next succeeding Dividend Period for such
series of MAPS in the manner provided therein, (B) if, in the event the Company
has given a Notice of Change in Dividend Period with respect to the next
succeeding Dividend Period for such series of MAPS, the Company gives a Notice
of Revocation (as defined below) with respect thereto, or (C) if Sufficient
Clearing Bids are not made in the related Auction for such series of MAPS (other
than
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because all shares of such series were subject to Submitted Hold Orders) or such
Auction is not held for any reason.
(c) Article II, Section 2(c) and Article III, Section 4(b) of the
Designation provide that if Sufficient Clearing Bids are not made at any Auction
for a series of MAPS (other than because all shares of such series are subject
to Submitted Hold Orders) with respect to which the Company has given a Notice
of Change in Dividend Period (and such notice was not revoked), the Applicable
Rate for the Dividend Period following such Auction and for each subsequent
Dividend Period until the first Dividend Period following an Auction for a
series of Authorized MAPS at which Sufficient Clearing Bids are made (or in
which all shares of such series are subject to Submitted Hold Orders) shall be
the Maximum Applicable Rate for a Standard Dividend Period.
(d) Article II, Section 2(c) of the Designation provides that any
Notice of Change in Dividend Period may be revoked by the Company on or prior to
the Business Day prior to the related Auction Date by telephonic and written
notice. Such notice shall be substantially in the form of Exhibit E hereto (a
"Notice of Revocation") and delivered to the Auction Agent and the Securities
Depositary.
(e) In the event of a change in law altering the Minimum Holding
Period, the Company shall as promptly as practicable, give telephonic and
written notice of such change in law ("Notice of Change in Law") to the Auction
Agent.
(f) Promptly after receipt of a Notice of Change in Dividend Period,
a Notice of Revocation or a Notice of Change in Law, the Auction Agent shall
deliver a copy of such notice by hand delivery or telecopier to each Broker-
Dealer.
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2.3 Preparation for Each Auction; Maintenance of Registry of Existing
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Holders.
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(a) Prior to or at the time of closing of the initial issuance and
sale of the shares of MAPS (the "Closing"), the Company shall provide the
Auction Agent with a list of the Broker-Dealers designated by the Company and
previously approved by the Auction Agent and shall cause to be delivered to the
Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement
substantially in the form of Exhibit A hereto signed by each such Broker-Dealer.
The Auction Agent shall keep such list current and accurate to reflect any
change of which it is notified by the Company, and, with respect to each such
Broker-Dealer shall indicate thereon, or on a separate list, the identity of
each Existing Holder, if any, and the number of shares of each series of MAPS
held by each such Existing Holder. Not later than seven days prior to any
Auction Date for which any change in such list of Broker-Dealers is to be
effective, the Company shall notify the Auction Agent in writing of such change
and, if any such change is the addition of a Broker-Dealer to such list, the
Company shall cause to be delivered to the Auction Agent for execution by the
Auction Agent a Broker-Dealer Agreement signed by such Broker-Dealer. The
Auction Agent shall have entered into a Broker-Dealer Agreement with each
Broker-Dealer prior to the participation of any such Broker-Dealer in any
Auction.
(b) i) In the event that the Auction Date shall be changed in a
manner consistent with the Designation after the Auction Agent shall have given
the notice of the next succeeding Auction for such series of MAPS referred to in
clause (vii) of Paragraph (a) of the Settlement Procedures, or after the Company
has delivered a Notice, the Auction Agent shall give notice of such change to
the Broker-Dealers not later than the earlier of 9:15 A.M. on the new Auction
Date or 9:15 A.M. on the old Auction Date.
ii) If, after the date of this Agreement, there is any change in the
prevailing rating of the MAPS by S&P or Xxxxx'x (or any Substitute Rating Agency
or Rating Agencies, as the case may be), thereby resulting in any change in the
applicable percentage of the Applicable Determining Rate for the MAPS, as set
forth in the definition of Maximum Applicable Rate in the Auction Procedures
(the "Percentage"), the Company shall notify the
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Auction Agent in writing of such change in the Percentage prior to 9:00 A.M. on
the Auction Date next succeeding such change for such series of MAPS. The
Percentage for the MAPS on the date of this Agreement is 200%. The Auction
Agent shall be entitled to rely on the last Percentage of which it has received
notice from the Company (or, in the absence of such notice, the Percentage set
forth in the preceding sentence) in determining the Maximum Applicable Rate as
set forth in Section 2.3(c) hereof.
(c) i) On each Auction Date, the Auction Agent shall determine the
Applicable Determining Rate and the Maximum Applicable Rate. If the Applicable
Determining Rate is not quoted on an interest basis but is quoted on a discount
basis, the Auction Agent shall convert the quoted rate to its interest
equivalent in accordance with the terms of the Designation. Not later than 9:30
A.M. on each Auction Date, the Auction Agent shall notify by telephone the
Company and the Broker-Dealers of the Applicable Determining Rate so determined
and the Maximum Applicable Rate for the relevant series.
ii) If (x) the Applicable Determining Rate is to be based on the
Applicable "AA" Composite Commercial Paper Rate, (y) the Federal Reserve Bank of
New York does not make available any such rate and (z) any Commercial Paper
Dealer shall not provide a quotation for the determination of the Applicable
"AA" Composite Commercial Paper Rate, then the Auction Agent shall immediately
notify the Company so that the Company can determine whether to select one or
more Substitute Commercial Paper Dealers to provide the quotation or quotations
not being supplied. The Company shall promptly advise the Auction Agent of any
such selection. If the Company does not select any such Substitute Commercial
Paper Dealers, then the Applicable "AA" Composite Commercial Paper Rate shall be
based on the rates supplied by the remaining Commercial Paper Dealer (if any).
iii) If (x) the Applicable Determining Rate is to be based on the
Applicable Treasury Xxxx Rate or the Applicable Treasury Note Rate and the
"Federal Reserve Statistical Release H.15 (519) - Selected Interest Rates," or
any successor publication by the Federal Reserve Board is not available or the
Applicable Treasury Xxxx Rate or Applicable Treasury Note Rate is not published
therein, and (y) any U.S. Government Securities Dealer shall not provide a
quotation for the determination of the Applicable Treasury Xxxx Rate or the
Applicable Treasury Note Rate, as the case may be, then the Auction Agent shall
immediately notify the Company so that the Company can determine whether to
select one or more Substitute U.S. Government Securities Dealers to provide the
quotation or quotations not being supplied. The Company shall promptly advise
the Auction Agent of any such selection. If the Company does not select any
such Substitute U.S. Government Securities Dealers, then the
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Applicable Treasury Xxxx Rate or the Applicable Treasury Note Rate, as the case
may be, shall be based on the rates supplied by the remaining U.S. Government
Securities Dealer (if any); provided, that if the Company is unable to cause
such quotations to be furnished to the Auction Agent by such sources, the
Company may cause such rates to be furnished to the Auction Agent by such
alternative source as the Company in good xxxxx xxxxx to be reliable.
(d) In the event that the Company fails to pay, in immediately
available funds to the Auction Agent by 12:00 noon, New York City time (i) on
the Business Day next preceding any Dividend Payment Date, the full amount of
any dividend (whether or not earned or declared) to be paid on such Dividend
Payment Date on any series of MAPS or (ii) on the Business Day next preceding
any redemption date, the full redemption price to be paid on such redemption
date for any shares of each series of MAPS to be redeemed on such redemption
date (in each case, a "Failure to Deposit"), the Auction Agent shall determine
the Default Rate which shall be applicable to each Dividend Period which follows
any such Failure to Deposit and shall be utilized to calculate any amount due in
connection with any subsequent payment by the Company. However, if the Company
shall have cured such Failure to Deposit by making timely payment to the Auction
Agent pursuant to Section 5.3 hereof, the Auction Agent shall give telephonic
and written notice of such cure to each Existing Holder at the telephone number
and address of such Existing Holder as listed in its Registry and to each
Broker-Dealer as promptly as practicable after such cure is effected and
schedule an Auction for such series for the Business Day next succeeding the
date the Company cured such Failure to Deposit.
(e) i) The Auction Agent shall maintain by series a current list of
the Existing Holders of the shares of MAPS and the number of shares held by each
Existing Holder for purposes of an Auction. As evidence of the identities of
the Existing Holders, the Auction Agent shall be entitled to rely upon (x) a
list of initial Existing Holders provided by the Broker-Dealers, (y) notices
from any Existing Holder, any Agent Member of an Existing Holder, or any Broker-
Dealer of an Existing Holder with respect to such Existing Holder's transfer of
any of the shares to another person and (z) information provided by any Agent
Member in accordance with sub-clause (ii) below as to the identity of an
Existing Holder whose shares are to be redeemed and as to the number of shares
of each such Existing Holder to be redeemed.
ii) In the event of any partial redemption of any series of MAPS, the
Company shall mail a notice of such partial redemption to the Auction Agent as
set forth in Section 3 hereof and, upon such notice, the Auction Agent shall
promptly request
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the Securities Depositary to notify the Auction Agent of the identities of the
Agent Members from whose accounts such shares have been called for redemption
and the person or department at such Agent Member to contact regarding such
redemption. At least two Business Days prior to the date fixed for redemption
with respect to shares of the series being partially redeemed, the Auction Agent
shall request each Agent Member so identified to disclose to the Auction Agent
(upon selection by such Agent Member of the Existing Holders whose shares are to
be redeemed) the number of such shares of each such Existing Holder to be
redeemed; provided that the Auction Agent has been furnished with the name and
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telephone number of a person or department at such Agent Member from which it is
to request such information. If necessary to procure such information with
respect to any Existing Holder, the Auction Agent shall direct the Broker-Dealer
holding the Master Purchaser's Letter for such Existing Holder to deliver to
each Agent Member a facsimile copy of such Master Purchaser's Letter for each
Existing Holder represented by such Agent Member, which authorizes and instructs
such Agent Member to release such information to the Auction Agent. In the
event that the Auction Agent shall not receive any such information with respect
to any Existing Holder from such Existing Holder's Agent Member or otherwise,
the Auction Agent may continue to treat such Existing Holder as the beneficial
owner of the number of shares shown in the Auction Agent's list of Existing
Holders.
iii) The Auction Agent shall record a transfer of the beneficial
ownership of any of the shares of any series of MAPS from an Existing Holder to
another Person only if such transfer is made to a Person that has delivered a
signed Master Purchaser's Letter to a Broker-Dealer and the Auction Agent and
only if (A) such transfer is made pursuant to an Auction or (B) if such transfer
is made other than pursuant to an Auction, the Auction Agent has been notified
in writing of such transfer in a notice substantially in the form of Exhibit B
to the Broker-Dealer Agreement by such Existing Holder, the Agent Member of such
Existing Holder or the Broker-Dealer of such Existing Holder. The Auction Agent
is not required to accept any notice of transfer delivered prior to an Auction
unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next
preceding the applicable Auction Date or if the Auction Agent has been notified
in writing in a notice substantially in the form of Exhibit C to the Broker-
Dealer Agreement by the Broker-Dealer of any Person that such Person (i)
purchased any shares and the seller failed to deliver such shares or (ii) sold
any shares and the purchaser failed to make payment to such Person upon delivery
to the purchaser of such shares.
(f) The Auction Agent may request that the Broker-Dealers, as set
forth in Section 2.3(c) of the Broker-Dealer Agreement, provide the Auction
Agent with a list of their
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respective customers that are Existing Holders of any of the MAPS. The Auction
Agent shall keep confidential all information contained in such list (as well as
any other information it receives as to the identity of Bidders in any Auction)
and, except as provided in Section 2.8 hereof, shall not disclose any such
information so provided to any Person other than the relevant Broker-Dealer and
the Company.
2.4 Auction Schedule.
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The Auction Agent shall conduct Auctions for each series of MAPS in
accordance with the Auction Procedures and the schedule set forth below. Such
schedule may be changed by the Auction Agent with the consent of the Company,
which consent shall not be unreasonably withheld or delayed. The Auction Agent
shall give written notice of any such change to each Broker-Dealer pursuant to
Section 9 hereof. To be effective, such notice must be received prior to the
close of business on the Business Day next preceding the first Auction Date on
which any such change would be effective.
Time on Auction Date Event
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By 9:30 A.M. Auction Agent advises the Company and the
Broker-Dealers of Applicable Determining
Rate and the Maximum Applicable Rate as set
forth in Section 2.3(c)(i) hereof.
9:30 A.M. - 1:00 P.M. Auction Agent assembles information as to
Orders communicated to it by Broker-Dealers
as provided in Section (c) of the Auction
Procedures. Submission deadline is 1:00
P.M.
Not earlier than 1:00 P.M. Auction Agents makes determinations as to
Available Shares of MAPS, Sufficient
Clearing Bids, the Applicable Rate and
Winning Bid Rate pursuant to Section (d) of
the Auction Procedures.
At or before 3:00 P.M. Auction Agent advises the Company of results
of Auction as provided in Section (d) of the
Auction Procedures.
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Submitted Bids and Submitted Sell Orders are
accepted and rejected in whole or in part
and shares of MAPS are allocated as provided
in Section (e) of the Auction Procedures.
Auction Agent gives notice of Auction
results as set forth in Section 2.5 hereof.
2.5 Notice of Auction Results.
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On each Auction Date, the Auction Agent shall notify each Broker-
Dealer that submitted an Order of the duration of and Applicable Rate for the
next Dividend Period and, if such Order was a Bid or Sell Order, whether such
Bid or Sell Order was accepted or rejected, in whole or in part, by telephone by
3:00 P.M. By 11:30 A.M. on the Business Day next succeeding such Auction Date,
the Auction Agent shall notify each Broker-Dealer, if requested, in writing by
telecopies of the disposition of all Orders submitted by each such Broker-Dealer
in the Auction held on such Auction Date. Not later than two Business Days
after each Auction Date, the Auction Agent shall provide the Company with (i) a
list identifying by Broker-Dealer the amount and rate per annum of each Bid
submitted in the Auction held on such Auction Date and (ii) such other
information as the Company may from time to time reasonably request.
2.6 Broker-Dealers.
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(a) i) On the Business Day next preceding the Dividend Payment Date
for each series of MAPS with a Standard Dividend Period or a Short Dividend
Period, the Company shall pay the Auction Agent the service charge due to the
Broker-Dealers in an amount in immediately available funds equal to the product
of (w) a fraction, the numerator of which is the number of actual days in the
Standard Dividend Period or Short Dividend Period for which the relevant Auction
is conducted (calculated by counting the first day of such Standard Dividend
Period or Short Dividend period and the last day thereof) and the denominator of
which is 360, (x) 0.25%, (y) $100,000 and (z) the aggregate number of
Outstanding Shares of the series for which the relevant Auction is conducted.
ii) On the Business Day next preceding the Dividend Payment Date for
each series of MAPS with a Long Dividend Period, the Company shall pay the
Auction Agent the service charge due to the Broker-Dealers in an amount in
immediately payable funds calculated in accordance with the formula set forth in
sub-
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paragraph (i) above, except that the percentage set forth in clause (x) of such
sub-paragraph shall be such percentage as the Company and the Broker-Dealers
shall agree at such time as the Company establishes the duration of such Long
Dividend Period.
iii) The Auction Agent shall apply such funds received from the
Company pursuant to sub-paragraphs (i) and (ii) above as set forth in Section
2.7 of the Broker-Dealer Agreements. To the extent that any such funds are not
payable to a Broker-Dealer because Sufficient Clearing Bids were not made in the
relevant Auction and shares of such series of MAPS continue to be held despite
being subject to a Submitted Sell Order, the Auction Agent shall repay such
funds to the Company.
(b) After completion of three Auctions, the Auction Agent shall from
time to time enter into such Broker-Dealer Agreements as the Company shall
request.
(c) The Auction Agent shall terminate any Broker-Dealer Agreement as
set forth therein if so directed by the Company.
(d) The Auction Agent shall not modify, amend or terminate any
Broker-Dealer Agreement without the prior written consent of the Company, which
consent shall not be unreasonably withheld.
(e) The Auction Agent shall maintain a list of Broker-Dealers.
2.7 Ownership of Shares of MAPS and Submission of Bids by Company
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and Affiliates.
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Except as set forth in the Auction Procedures, neither the Company nor
any Affiliate of the Company may submit on its own behalf any Order in any
Auction. The Company shall notify the Auction Agent if the Company or, to the
best of the Company's knowledge, any Affiliate of the Company becomes an
Existing Holder of any shares of MAPS. The Company shall ensure that any such
shares redeemed, purchased or otherwise acquired by Affiliates of the Company
shall not subsequently be acquired by any person other than the Company. The
Auction Agent shall have no duty or liability with respect to enforcement of
this Section 2.7.
2.8 Access to and Maintenance of Auction Records.
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The Auction Agent shall afford to the Company, its agents, independent
public accountants and counsel, any governmental or regulatory body (including
any taxing authority) with jurisdiction over the Company access at all
reasonable times
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to review and make extracts or copies (at the Company's sole cost and expense)
of all books, records, documents and other information concerning the conduct
and results of Auctions, provided that any such agent, accountant, or counsel
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shall furnish the Auction Agent with a letter from the Company requesting that
the Auction Agent afford such person access. For purposes of the preceding
sentence, the parties hereto acknowledge that Broker-Dealers shall not be deemed
to be agents of the Company. The Auction Agent shall maintain records relating
to any Auction for a period of two years after such Auction (or for such longer
period not exceeding four years, as reasonably requested by the Company), and
such records shall, in reasonable detail accurately and fairly reflect the
actions taken by the Auction Agent hereunder. The Company agrees to keep
confidential any information regarding the customers or potential customers of
any Broker-Dealer received from the Auction Agent in connection with this
Agreement or any Auction and shall not disclose such information or permit the
disclosure of such information, without the prior written consent of the
applicable Broker-Dealer, to anyone except such agent, accountant or counsel
engaged to audit or review the results of Auctions as permitted by this Section
2.8 or as may otherwise be required by law. Any such agent, accountant or
counsel, before having access to such information, shall agree on reasonable
terms and conditions to keep such information confidential and not to disclose
such information or permit disclosure of such information without the prior
written consent of the applicable Broker-Dealer, other than in connection with
any governmental investigation or inquiry, legal proceedings or otherwise as
required by law.
3. The Auction Agent as Redemption Agent
-------------------------------------
If shares of any series of MAPS are to be redeemed, the Auction Agent
will, at the direction and expense of the Company, cause to be sent, by first-
class or air mail, postage prepaid, or facsimile, a Notice of Redemption to each
holder of record (initially Cede & Co., as nominee of the Securities Depositary)
and to the address as it appears in the Auction Agent's registry of each
Existing Holder of the shares of such series of MAPS to be redeemed. Such
Notice of Redemption shall be sent not fewer than 15 nor more than 45 days prior
to the redemption date and shall state (a) the redemption date, (b) the
redemption price, (c) the number of shares of such series to be redeemed and (d)
the CUSIP number of such shares to be redeemed. The notice will also be
published once in The Wall Street Journal.
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No defect in the Notice of Redemption or in the mailing thereof will
affect the validity of the redemption proceedings, except as required by
applicable law. A Notice of Redemption will be deemed given on the day that it
is mailed and published in accordance with the foregoing description.
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The Company may elect to redeem some or all of the shares of each
series of MAPS. So long as the Securities Depositary's nominee is the record
holder of such shares, the Auction Agent will give notice to the Securities
Depositary, and the Securities Depositary will determine the number of shares of
each such series to be redeemed from the account of the Agent Member of each
Existing Holder. An Agent Member may determine to redeem shares from some
Existing Holders (which may include an Agent Member holding shares for its own
account) without redeeming shares from the accounts of other Existing Holders.
Any such redemption shall be made in accordance with applicable securities laws
and rules. If the Securities Depositary's nominee is not the holder of record
of all the shares of the series of MAPS to be redeemed, the particular shares to
be redeemed shall be selected by the Company or the Auction Agent, as the case
may be, by lot or by such other method as such person shall deem fair and
equitable.
4. The Auction Agent as Transfer Agent and Registrar.
-------------------------------------------------
4.1 Original Issue of Share Certificates.
------------------------------------
Upon the Date of Original Issue with respect to each series of MAPS,
one certificate representing all of the shares of such series issued on such
date shall be issued by the Company and, at the request of the Securities
Depositary, registered in the name of Cede & Co., as nominee of the Securities
Depositary, and countersigned by the Auction Agent.
4.2 Registration of Transfer of Shares.
----------------------------------
Except as provided in this Section 4.2, shares of each series of Maps
shall be registered solely in the name of the Securities Depositary or its
nominee. If the Securities Depositary shall give notice of its intention to
resign as such and if the Company shall not have selected a substitute
Securities Depositary reasonably acceptable to the Auction Agent prior to such
resignation, then upon the effective date of such resignation, certificates for
such shares registered in the name of the Securities Depositary or its nominee
shall be surrendered and new certificates shall be issued in the name or names
of the designated transferee or transferee of the shares; provided that the
--------
certificates so surrendered are properly endorsed for transfer with all
necessary endorsers' signatures guaranteed in such manner and form as the
Auction Agent may require by a guarantor reasonably believed by the Auction
Agent to be responsible and accompanied by such assurances as the Auction Agent
shall deem necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement and satisfactory evidence of
compliance with all applicable laws
14
relating to the collection of taxes or funds necessary for payment of such
taxes.
4.3 Lost Share Certificates.
-----------------------
The Auction Agent shall issue and register replacement certificates
for certificates represented to have been lost, stolen or destroyed upon the
fulfillment of such requirements as shall be deemed appropriate by the Company
and the Auction Agent, subject at all times to provisions of law, the
Designation and resolutions, if any, adopted by the Company with respect to lost
certificates. The Auction Agent may issue new certificates in exchange for and
upon the cancellation of mutilated certificates. Any request by the Company to
the Auction Agent to issue a replacement or new certificate pursuant to this
Section 4.3 shall be deemed to be a representation and warranty by the Company
to the Auction Agent that such issuance will comply with such provisions of law
and the Designation.
4.4 Disposition of Cancelled Certificates; Record Retention.
-------------------------------------------------------
The Auction Agent shall retain all share certificates which have been
cancelled and all accompanying documentation in accordance with applicable rules
and regulations of the Securities and Exchange Commission for two calendar years
from the date of such cancellation. Upon the expiration of this two-year
period, the Auction Agent shall deliver to the Company the cancelled
certificates and accompanying documentation. The Company shall at its expense
also undertake to furnish to the Securities and Exchange Commission and to the
Board of Governors of the Federal Reserve System, upon demand, at either the
principal office or at any regional office, complete, correct and current hard
copies of any and all such records.
4.5 Redeposit of Certificates.
-------------------------
In the event that the Securities Depositary has resigned and the
Company has subsequently selected a Securities Depositary reasonably acceptable
to the Auction Agent, the Auction Agent shall give notice to the holders of
record of shares of each series of MAPS that, to submit an Order in an Auction,
each holder of record must surrender its share certificate to the Securities
Depositary and must maintain its ownership of such shares in book-entry form
with the Securities Depositary for the account of such person's Agent Member.
4.6 Stock Books.
-----------
The Auction Agent shall maintain the stock books listing the holders
of the shares of MAPS, the number of shares
15
held by each and the address of each. Ownership of shares of MAPS shall be
registered in whole shares only. The Auction Agent shall record in such stock
books any change of address of a holder upon notice by such holder. In case of
any request or demand for the inspection of the stock books of the Company or
any other books in the possession of the Auction Agent, the Auction Agent will
notify the Company and request instructions as to permitting or refusing such
inspection. The Auction Agent reserves the right, however, to exhibit the stock
books or other books to any person in case it is advised by its counsel that its
failure to do so would (i) be unlawful or (ii) expose it to liability unless the
Company shall have offered indemnification satisfactory to the Auction Agent.
4.7 Return of Funds.
---------------
Any funds paid to the Auction Agent hereunder by the Company
including, but not limited to, for the purpose of the payment of dividends,
compensation of Broker-Dealers or redemption of shares of MAPS of any series,
that remain unpaid to the Persons entitled thereto after 12 months, shall be
repaid to the Company upon written request of the Company together with
interest, if any, earned thereon.
5. The Auction Agent as Paying Agent.
---------------------------------
5.1 Company to Provide Funds for Dividends and Redemptions.
------------------------------------------------------
(a) In addition to the funds required to be deposited pursuant to
Section 2.6 hereof, the Company shall deposit with the Auction Agent not later
than 12:00 noon, New York City Time, on the Business Day next preceding each
Dividend Payment Date, sufficient same-day funds to be available on the Dividend
Payment Date in The City of New York equal to the dividends to be paid to
holders on such Dividend Payment Date, and hereby gives the Auction Agent
irrevocable written instructions to apply such funds or the proceeds of such
funds, if any, to the payment of such dividend on such Dividend Payment Date.
(b) If the Company shall give or cause to be given a Notice of
Redemption, then the Company shall deposit with the Auction Agent not later than
12:00 noon, New York City Time, on the Business Day next preceding the date
fixed for redemption, an aggregate amount of same-day funds to be available on
the date fixed for redemption in The City of New York sufficient to redeem such
shares of MAPS to be redeemed, and hereby gives the Auction Agent irrevocable
written instructions and authority to pay the redemption price to the holders of
the shares of MAPS called for redemption against delivery of such shares.
16
(c) The Company may direct the Auction Agent to invest the funds so
deposited pursuant to (a) or (b) of this Section 5.1, and if so directed, such
directions shall be given prior to such deposit, in short-term money market
instruments specified in writing by the Company which mature on or before the
opening of business on such Dividend Payment Date or date fixed for redemption,
as the case may be, provided that the proceeds of such overnight investments
--------
will be available at the opening of business on the Dividend Payment Date or
date fixed for redemption, as the case may be. The investments made pursuant to
the foregoing sentence are solely for the account and at the risk of the
Company, and the Auction Agent shall not be liable or responsible for any loss,
in whole or in part, resulting from such investments. Upon the request of the
Company, the Auction Agent shall transmit any interest received on such
investments to the Company that is not applied on a Dividend Payment Date or a
date fixed for redemption.
5.2 Disbursing Dividends and Redemption Price.
-----------------------------------------
The Auction Agent will pay to the holders of shares (i) on each
Dividend Payment Date, dividends on the shares of MAPS and (ii) on any date
fixed for redemption, the redemption price of any shares of MAPS called for
redemption in either case after receipt of the necessary funds from the Company
with which to pay such dividends or redemption price and instructions to pay the
same. The amount of dividends for any Dividend Period to be paid by the Auction
Agent to the holders will be determined as set forth in Article II, Section 2(d)
of the Designation. The redemption price to be paid by the Auction Agent to the
holders will be determined as set forth in Article II, Section 3 of the
Designation. The Company shall notify the Auction Agent in writing of a
decision to redeem shares of MAPS at least five days prior to the date a Notice
of Redemption is required by the Designation to be mailed to the holders of the
shares to be redeemed. Such notice by the Company to the Auction Agent shall
contain the information required to be stated in the Notice of Redemption
required to be mailed by the Company to such holders. The Auction Agent shall
have no duty to determine the redemption price and may rely on the amount
thereof set forth in such notice.
5.3 Payment Failure.
---------------
If the Company has not cured any Failure to Deposit within three
Business Days after such Failure to Deposit has occurred, the Auction Agent will
promptly notify by telephone (which notification shall be confirmed in writing,
which may be facsimile, by the close of business on the same day) each Broker-
Dealer who acted on behalf of an Existing Holder (i) that a Failure to Deposit
has occurred, (ii) that the Applicable Rate
17
for the Dividend Period commencing on the day after such Failure to Deposit, and
each subsequent Dividend Period until such Failure to Deposit has been cured (in
each case the Dividend Period shall be a Standard Dividend Period), shall be the
Default Rate, (iii) that the Dividend Period shall be a Standard Dividend Period
and (iv) that Auctions will not be held until such Failure to Deposit has been
cured in accordance with the provisions of Article II, Section 2(e) of the
Designation. If the Company remedies a Failure to Deposit within three Business
Days of such Failure to Deposit, the Applicable Rate for the Dividend Period
commencing on the second Business Day following the cure shall be as determined
in an Auction to be held for such Dividend Period as provided below. Until such
Failure to Deposit has been cured in accordance with the Designation, the
Auction Agent shall not conduct any Auction and the Dividend Period during which
such uncured Failure to Deposit occurred and each subsequent Dividend Period
until such Failure to Deposit has been cured shall be a Standard Dividend
Period. The Auction for the Dividend Period commencing after the date on which
the Company has cured any Failure to Deposit will occur on the Business Day next
succeeding the date on which the Company has cured such Failure to Deposit.
6. Representations and Warranties.
------------------------------
The Company represents and warrants to the Auction Agent that:
(a) The Company has been duly incorporated and is validly existing
under the laws of California, with corporate power and authority to own or lease
its properties and conduct its business as described in the Prospectus.
(b) The shares of MAPS have been duly and validly authorized, and the
MAPS, when issued and delivered against payment therefor as provided in the
Prospectus, will be duly and validly issued, fully paid and non-assessable and
will conform in all material respects to the description thereof contained in
the Prospectus.
(c) This Agreement has been duly authorized, executed and delivered
by the Company and, assuming due authorization, execution and delivery by the
Auction Agent, constitutes a valid and binding obligation of the Company,
enforceable against it in accordance with its terms subject to applicable
bankruptcy, insolvency and similar laws affecting creditor's rights generally,
and subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law).
(d) The execution and delivery by the Company of, and the performance
by the Company of its obligations under, the
18
Underwriting Agreement, the Letter of Representations and this Agreement and the
consummation of the transactions herein and therein contemplated will not
contravene (i) any provision of applicable law, (ii) the Articles of
Incorporation or by-laws of the Company, (iii) any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or
decree of any governmental body or agency having jurisdiction over the Company
or any subsidiary, with only such exceptions which, in the case of clauses (i),
(iii) and (iv) above, would not be material to the business of the Company and
its subsidiaries, taken as a whole and no consent, approval, authorization or
order of, or qualification with any governmental agency or body is required for
the performance by the Company of its obligations pursuant to this Agreement,
the Letter of Representations and the Underwriting Agreement, except (i) the
filing of the Designation with the Secretary of State of the State of
California, (ii) the registration of the MAPS under the Securities Act pursuant
to a registration statement which has been declared effective and (iii) such
consents, approvals authorizations, registrations or qualifications as have been
obtained and are in full force and effect or as may be required by the
securities or Blue Sky laws of the various states in connection with the sales
of the MAPS.
(e) There is no legal or governmental proceeding pending or, to the
best knowledge of the Company, threatened or contemplated to which the Company
is a party that would, if determined adversely to the Company, have a material
adverse effect on the Company's performance of its duties under this Agreement.
7. The Auction Agent.
-----------------
7.1 Duties and Responsibilities.
---------------------------
(a) The Auction Agent undertakes to perform such duties and only such
duties as are specifically set forth or incorporated by reference in this
Agreement, the Letter of Representations or the Broker-Dealer Agreements, and no
implied covenants or obligations shall be read into this Agreement against the
Auction Agent.
(b) In the absence of bad faith or negligence on its part, the
Auction Agent shall not be liable for any action taken, suffered or omitted by
it in the performance of its duties under this Agreement. The Auction Agent
shall not be liable for any error of judgment made reasonably and in good faith
unless the Auction Agent shall have been negligent in ascertaining (or failing
to ascertain) the pertinent facts.
19
(c) The Auction Agent is acting solely as the agent of the Company
hereunder and owes no fiduciary duty to any other person by reason of this
Agreement.
7.2 Rights of the Auction Agent.
---------------------------
(a) The Auction Agent may rely and shall be protected in acting or
refraining from acting upon any communication authorized hereby and upon any
written instruction, notice request, direction, consent, report, certificate,
share certificate or other instrument, paper or document reasonably believed by
it to be genuine. The Auction Agent shall not be liable for acting upon any
telephone communication authorized hereby which the Auction Agent believes
reasonably and in good faith to have been by a validly authorized agent of the
Company or of a Broker-Dealer. The Auction Agent may record telephone
communications with the Company or with the Broker-Dealers or both.
(b) Before the Auction Agent acts or refrains from acting, the
Auction Agent may consult with counsel of its choice, and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder reasonably and in good
faith and in reliance thereon.
(c) The Auction Agent shall not be required to advance, expend or
risk its own funds or otherwise incur or become exposed to financial liability
in the performance of its duties hereunder except as may be required as a result
of its own negligence or bad faith.
(d) The Auction Agent may perform its duties and exercise its rights
hereunder either directly or by or through agents or attorneys.
(e) The Auction Agent, in its individual or other capacity, may
provide other services for the Company on the same basis as if it were not
acting as Auction Agent. Nothing herein shall be construed to prohibit the
Auction Agent from performing similar services for the Company in respect of
other series of the Company's market auction preferred shares.
7.3 Auction Agent's Disclaimer.
--------------------------
The Auction Agent makes no representation as to the validity, adequacy
or enforceability of this Agreement, the Broker-Dealer Agreements or the MAPS.
20
7.4 Compensation, Expenses and Indemnification.
------------------------------------------
(a) The Company shall pay the Auction Agent from time to time such
compensation as shall be agreed upon in writing for all services rendered by it
under this Agreement and the Broker-Dealer Agreements.
(b) The Company shall reimburse the Auction Agent upon its request
for all reasonable out-of-pocket expenses, disbursements and advances incurred
or made by the Auction Agent in accordance with any provision of this Agreement
and the Broker-Dealer Agreements upon submission of reasonably itemized invoices
or statements therefore (including the reasonable compensation, expenses and
disbursements of its agents and counsel), except any expense, disbursement and
advances attributable to its negligence or bad faith.
(c) The Company shall indemnify the Auction Agent for, and hold it
harmless against, any and all loss, liability, claim, damage or expense, as
incurred, and to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, arising out of or in connection with its agency
or duties under this Agreement and the Broker-Dealer Agreements, including the
reasonable costs and expenses of defending itself against any claim or liability
in connection with its exercise or performance of any of its duties hereunder
and thereunder, except such as may result from unreasonable refusal or failure
to perform any of its duties or obligations hereunder or from its negligence or
bad faith, provided that promptly after the Auction Agent becomes aware of any
--------
fact or circumstance which might result in any such loss, liability, claim,
damage or expense the Auction Agent (i) shall have advised the Company thereof
with particularity in writing, provided that failure by the Auction Agent to
give such notice shall not jeopardize the indemnification herein, except to the
extent of actual prejudice arising therefrom; (ii) shall not have admitted
liability for or compromised or settled any such loss, liability, claim, damage
or expense without the prior written consent of the Company which shall not be
unreasonably withheld or delayed; and (iii) shall have permitted the Company, in
the Auction Agent's name but at the Company's expense, to defend any claim made
against the Auction Agent, employing counsel reasonably satisfactory to the
Auction Agent and the Auction Agent has been reasonably responsive to the
Company's reasonable requests for cooperation and assistance in connection
therewith. In connection with any matter in respect of which indemnification
may be claimed pursuant to this paragraph (c), the Auction Agent agrees to take
or refrain from taking, as the case may be, the actions described in clauses
(i), (ii) and (iii) of the proviso of the preceding sentence. If the Auction
Agent shall have
21
admitted liability for, compromised or settled any loss, liability, claim,
damage or expense in respect of which indemnification may be claimed hereunder
with the prior written consent of the Company, the Company shall indemnify the
Auction Agent as provided herein. In any such proceeding, the Auction Agent
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of the Auction Agent unless (i) the Company
and the Auction Agent shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Company and the Auction Agent and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them.
8. Term of Agreement.
-----------------
(a) The term of this Agreement is unlimited unless it shall be
terminated as provided in this Section 8. The Company may terminate this
Agreement with respect to any series of MAPS at any time by so notifying the
Auction Agent. The Auction Agent may resign as Auction Agent under this
Agreement upon prior notice to the Company on the date specified in such notice,
which shall be no earlier than the earlier of (i) the first Business Day after
the last to occur of the second Dividend Payment Date with respect to each
series of MAPS following delivery of such notice or (ii) six months following
delivery of such notice. No such termination by the Company or resignation by
the Auction Agent shall be effective until (i) the Company has entered into an
agreement with a successor auction agent containing substantially the same terms
and conditions as this Agreement and (ii) such successor auction agent has
entered into agreements with the Broker-Dealers containing substantially the
same terms and conditions as the Broker-Dealer Agreements. Upon receiving a
resignation notice from the Auction Agent, the Company will use its best efforts
to enter into an agreement with a successor auction agent containing
substantially the same terms and conditions as this Agreement. This Agreement
will terminate immediately upon redemption by the Company of all shares of MAPS.
(b) Except as otherwise provided in this Section 8(b), the respective
rights and duties of the Company and the Auction Agent under this Agreement
shall cease upon termination of this Agreement. The Company's representations,
warranties, covenants and obligations to the Auction Agent under Sections 6(a)
and 7.4 hereof, or contained in certificates of Company Officers submitted
pursuant to this Agreement shall survive the termination hereof. Upon
termination of this Agreement, the Auction Agent shall (i) resign as Auction
Agent under the Broker-Dealer Agreements, (ii) promptly deliver to the Company
copies of all books and records maintained by it in connection with its
22
duties hereunder and (iii) at the request of the Company, promptly transfer to
the Company or any successor auction agent any funds deposited by the Company
with the Auction Agent pursuant to this Agreement which have not previously been
distributed by the Auction Agent in accordance with this Agreement.
9. Communications.
--------------
Except for (i) communications authorized to be made by telephone
pursuant to this Agreement or the Auction Procedures and (ii) communications in
connection with Auctions (other than those expressly required to be in writing),
all notices, requests and other communications to any party hereunder shall be
in writing (including telecopy or similar writing) and shall be deemed to have
been duly given if personally delivered, sent by overnight courier or mailed by
registered mail, postage prepaid and return receipt requested, or transmitted by
telecopy.
If to the Company, International Lease Finance Corporation
addressed: 1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Telephone No.: (000) 000-0000
Telecopier No: (000) 000-0000
If to the Auction Chemical Bank
Agent, addressed: 000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Group
Telephone No.: (000) 000-0000
Telecopier No: (000) 000-0000
or such other address or telecopy number as such party may hereafter specify for
such purpose by notice to the other party. Each such notice, request or
communication shall be effective when delivered at the address specified herein.
Communications shall be given on behalf of the Company by a Company Officer and
on behalf of the Auction Agent by an Authorized Officer.
10. Parties.
-------
This Agreement shall inure to the benefit of and be binding upon the
Auction Agent, the Company and their successors and assigns; provided, however,
--------
that the Auction Agent may not assign any of its duties, obligations or
liabilities hereunder without the prior written consent of the Company which
shall not be unreasonably withheld, provided that such assignee is a bank with
recognized experience in providing the services required of the Auction Agent
hereunder. Nothing expressed herein is
23
intended or shall be construed to give any person, other than the parties hereto
and their respective successors and assigns, any legal or equitable right,
remedy or claim under or in respect of this Agreement. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and their respective successors and assigns, and
for the benefit of no other person. No purchaser of MAPS shall be deemed to be
a successor to any party hereto by reason merely of such purchase.
Notwithstanding the foregoing, the Broker-Dealers are entitled to rely upon the
Company's and the Auction Agent's covenants in Section 2.8 of this Agreement and
the Company and Auction Agent hereby agree that such covenants shall also be for
the benefit of the Broker-Dealers.
11. Miscellaneous.
-------------
(a) Except for agreements relating to the Auction Agent's
compensation hereunder, this Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the matters and transactions
contemplated hereby and supersedes all prior agreements and understandings
whatsoever relating to such matters and transactions. Neither this Agreement nor
any term hereof may be changed, waived or discharged, except by an instrument in
writing signed by the parties hereto. The Company shall notify the Auction Agent
of any change in or amendment of the Designation or the passing by the Board of
Directors of the Company of any resolutions relating to the terms of any series
of MAPS prior to the effective date of any such change or any such resolutions.
(b) Failure of either party hereto to exercise any right or remedy
hereunder in the event of a breach hereof by the other party shall not
constitute a waiver of any such right or remedy with respect to any subsequent
breach.
(c) This Agreement may be executed in counterparts, each of which
shall constitute an original, but both of which shall together constitute one
instrument.
(d) If any clause, provision or section hereof shall be ruled invalid
or unenforceable by any court of competent jurisdiction, the invalidity of such
clauses, provision or section shall not affect any of the remaining clause,
provisions or sections hereof.
(e) The Company shall not alter the Designation in such a way that
would adversely affect the Auction Agent's duties, rights or remedies hereunder
or under the Broker-Dealer Agreement without the prior written consent of the
Auction Agent, which shall not be unreasonably withheld or delayed.
24
12. Governing Law.
-------------
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
INTERNATIONAL LEASE FINANCE CORPORATION
By: ____________________________
Name:
Title:
CHEMICAL BANK, as Auction Agent
By: ____________________________
Name:
Title:
26
EXHIBIT A
---------
[FORM OF BROKER-DEALER AGREEMENT]
[Included as Exhibit 99.2 to this Registration Statement]
EXHIBIT B
---------
[Designation of the Company]
[Included as Exhibits 4.1 and 4.2 to this Registration Statement]
EXHIBIT C
---------
FORM OF NOTICE OF REDEMPTION
----------------------------
Re: INTERNATIONAL LEASE FINANCE CORPORATION
MARKET AUCTION PREFERRED STOCK
SERIES [G] [H]
To: _______________________________________
_______________________________________
_______________________________________
NOTICE IS HEREBY GIVEN that, pursuant to the Certificates of
Determination of International Lease Finance Corporation (the "Company") with
respect to the Company's Market Auction Preferred Stock, Series [G] [H] (the
"MAPS"), on ____________, ____, the Company will redeem all of the outstanding
shares of MAPS [if not all shares are to be redeemed, shares to be redeemed must
be identified by CUSIP number, and by series, certificate number or otherwise]
for a price of $_______ per Share, plus $____________ in accrued and unpaid
dividends per Share. Shares of MAPS are to be surrendered for payment of the
redemption price at the following locations: [________________]. Please note
that dividends on the shares to be redeemed will cease to accumulate on the
above-mentioned redemption date and that the holders of shares of MAPS being
called for redemption will not be entitled to participate, with respect to such
shares, in any Auction held subsequent to the date of this notice of redemption.
____________________________
as Auction Agent
EXHIBIT D
---------
[COMPANY TO AUCTION AGENT
AND SECURITIES DEPOSITARY]
NOTICE OF [SHORT] [LONG] DIVIDEND PERIOD
NOTICE IS HEREBY GIVEN that, pursuant to the Certificate of
Determination of International Lease Finance Corporation (the "Company") with
respect to the Company's Market Auction Preferred Stock, Series [G][H] (the
"MAPS") (a) the next succeeding Dividend Period for the MAPS (CUSIP No.
_________) shall be a [Short] [Long] Dividend Period to consist of a term of
______ [weeks][years], (b) the Dividend Payment Dates(s) for such [Short][Long]
Dividend Period is [are] _______________, ________ [and _________] and (c) the
redemption dates and redemption prices if any, on which the Company may redeem
all or any shares of such series during such Long Dividend period are as
follows: []]/1/
INTERNATIONAL LEASE FINANCE CORPORATION
By: _________________________________
Name:
Title:
________________
/1/ Only for Long Dividend Period.
EXHIBIT E
---------
[COMPANY TO AUCTION AGENT
AND SECURITIES DEPOSITARY]
INTERNATIONAL LEASE FINANCE CORPORATION
NOTICE OF REVOCATION OF [SHORT] [LONG] DIVIDEND PERIOD
NOTICE IS HEREBY GIVEN that, pursuant to the Certificate of
Determination of International Lease Finance Corporation (the "Company") with
respect to the Company's Market Auction Preferred Stock, Series [G][H] (the
"MAPS"), the Company has determined to revoke their Notice (given on
_____________, 19__) of a [Short] [Long] Dividend Period with respect to the
next succeeding Dividend Period for the MAPS (CUSIP No. _______) and such next
succeeding Dividend Period shall thus be a Standard Dividend Period.
INTERNATIONAL LEASE FINANCE CORPORATION
By: _________________________________
Name:
Title: