exv4w2



 






EXHIBIT 4.2




			
	R- 1
	 	$500,000,000






INTERNATIONAL LEASE FINANCE CORPORATION




4.75% NOTES DUE JANUARY 13, 2012



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR THE REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




PRINCIPAL AMOUNT: Five Hundred Million Dollars ($500,000,000)



MATURITY DATE: January 13, 2012



DATED DATE: January 18, 2005



INTEREST RATE: 4.75% per annum



CUSIP: 459745 FN0



ISIN:   US459745FN06



COMMON CODE: 021050032



INTEREST PAYMENT DATES: January 13 and July 13, commencing July 13, 2005



REGULAR RECORD DATES: The date 15 calendar days prior to each interest payment date



 









 





     INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (the “Company”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount set
forth on the face hereof on the Maturity Date set forth on the face hereof, and to pay interest
thereon, at the interest rate set forth on the face hereof, from the dated date hereof or from the
most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on the Interest Payment Dates set forth on the face hereof, until the principal
hereof has been paid or made available for payment. The interest so payable, and punctually paid
or provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter
defined), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest as set forth on
the face hereof (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date; provided, however, interest payable on the Maturity Date hereof will be payable to
the Person to whom the principal hereof shall be payable. Any such interest which is payable, but
is not punctually paid or duly provided for on any Interest Payment Date, shall forthwith cease to
be payable to the registered Holder on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note at least 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in
the Indenture. Payment of the principal of and interest on this Note will be made at the office of
the Trustee in the Borough of Manhattan, City of New York, State of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest on any Interest Payment Date
(other than on the Maturity Date) may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register.



     This Note is one of a duly authorized issue of Securities (hereinafter called the
“Securities”) of the Company, issued and to be issued under an Indenture dated as of November 1,
2000 (herein called the “Indenture”) between the Company and The Bank of New York, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Indenture), as
amended, to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are to be, authenticated and
delivered. All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     After the completion of the issuance for which this Note is a part, the Company may, from time
to time, reopen such issuance and issue additional Securities with the same terms (including
maturity and interest payment terms) as this Note. After such additional Securities are issued,
they will be fungible with this Note.



     This Note is one of the series of Securities designated as set forth on the face hereof. The
Notes may not be redeemed prior to maturity. The Notes will not have a sinking fund.



     If an Event of Default with respect to the Notes shall occur and be continuing, the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the
principal of all the Notes due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding, of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
each series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.



 









 





     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the Security Register of the Company upon surrender of
this Note for registration of transfer at the office of the Trustee in the Borough of Manhattan,
City of New York, State of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of $1,000 or
any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture
and subject to certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes, as requested by the Holder surrendering the same.



     No service charge will be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal as of the Dated Date set forth on the face hereof.


	 	 	 	 	 
	
 [Seal]
 	INTERNATIONAL LEASE FINANCE CORPORATION
 	 
	 	By:  	 	 
	 	 	Chairman of the Board 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	President 	 
	 	 	 	 
	 




Attest:




	 
	


	          Secretary







     Unless the certificate of authentication hereon has been executed by The Bank of New York, the
Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its
authorized signatories or authorized Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.



CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



Date of Registration:



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 





 









 





[FORM OF ASSIGNMENT]




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or



regulations.




	 	 	 	 	 
	 

	 	TEN COM —
	 	as tenants in common
	

	 	TEN ENT —
	 	as tenants by the entireties
	

	 	JT TEN —
	 	as joint tenants with right of survivorship and not as tenants in common






	 
	UNIF GIFT MIN ACT —                                          Custodian                         
                

	                                                            (Cust)             
                           (Minor)







	 
	under Uniform Gifts to Minors Act                                                             

	                                                                          
           (State)







Additional abbreviations may also be used though not in the above list.














FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




	 	 	 
	Please insert Social Security or Other
	 	 
	Identifying Number of Assignee

	 	                                                            






PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




______________________________________________________




______________________________________________________



the within Note and all rights thereunder, hereby irrevocably constituting and appointing




_____________________________________________________ Attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.




Dated: ________________________________




	 	 	 	 	 	 	 
	 	 	
	 	 
	 
	 	 	 	 	 	 
	 	 	
	 	 
	

	 	Notice:
	 	The signature to this assignment must correspond with
the name as written on the face of the within instrument
in every particular, without alteration or enlargement,
or any change whatever.