exv4w13



 






Exhibit 4.13




EIGHTH SUPPLEMENTAL INDENTURE




               EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 5, 2005 (this “Supplement”), between
International Lease Finance Corporation, a corporation duly organized and existing under the laws
of the State of California (hereinafter called the “Company”), and U.S. Bank National Association,
as Trustee (hereinafter called the “Trustee”).



RECITALS OF THE COMPANY




               The Company has heretofore executed and delivered an Indenture, dated as of November 1, 1991
(hereinafter called the “Indenture”) with the Trustee, as successor to Continental Bank, National
Association, providing, among other things, for the issuance from time to time of the Company’s
unsecured debentures, notes or other evidences of indebtedness in one or more series.



               Pursuant to the terms of the Indenture, an Officers’ Certificate dated May 21, 1997 and
instructions from a Designated Person of the Company in connection with the 1997A Notes (as defined
below), Medium-Term Notes, Series I, due November 15, 2005 in the aggregate principal amount of
$50,000,000 (the “1997A Notes”) were issued on May 30, 1997.



               Pursuant
to the terms of the First Supplemental Indenture, dated as of November 1, 2000, the
Fourth Supplemental Indenture, dated as of November 6, 2002, the Sixth Supplemental Indenture,
dated as of June 2, 2003 (the “Sixth Supplemental Indenture”) and the Seventh Supplemental
Indenture, dated as of October 8, 2004 (the “Seventh Supplemental Indenture”), the terms of the
1997A Notes were amended in certain respects.



               Pursuant to the terms of the Indenture, and an Officers’ Certificate dated May 21, 1997 and
instructions from a Designated Person of the Company in connection with the 1997B Notes (as defined
below), Medium-Term Notes, Series I, due March 1, 2006 in the aggregate principal amount of
$50,000,000 (the “1997B Notes”) were issued May 30, 1997.



               Pursuant to the terms of the Second Supplemental Indenture, dated as of February 28, 2001, the
Fifth Supplemental Indenture, dated as of December 27, 2002, the Sixth Supplemental Indenture and
the Seventh Supplemental Indenture, the terms of the 1997B Notes were amended in certain respects.



               Pursuant to the terms of the Indenture, an Officers’ Certificate dated March 10, 1998 and
instructions from a Designated Person of the Company in connection with the 1998 Notes (as defined
below), Medium-Term Notes, Series I, due October 16, 2006 in the aggregate principal amount of
$100,000,000 (the “1998 Notes”) were issued on September 11, 1998.



               Pursuant
to the terms of the Third Supplemental Indenture, dated as of September 26, 2001, the
Sixth Supplemental Indenture and the Seventh Supplemental Indenture, the terms of the 1998 Notes
were amended in certain respects.



 









 





               Pursuant to Section 902 of the Indenture, the Holders of each of the 1997A Notes, 1997B Notes
and 1998 Notes have consented and agreed to certain additional changes to the terms of the 1997A
Notes, 1997B Notes and 1998 Notes, respectively.



               It is deemed advisable and appropriate that the terms of the 1997A Notes, 1997B Notes and 1998
Notes be further amended to reflect the changes consented and agreed to by the Holders of the 1997A
Notes, 1997B Notes and 1998 Notes, respectively.



               All things necessary to make this Supplement a valid agreement of the Company, in accordance
with its terms, have been done.



NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:




               For and in consideration of the premises, it is mutually covenanted and agreed, for the equal
and proportionate benefit of the Holders of the 1997A Notes, 1997B Notes and 1998 Notes only, as
indicated below, as follows:



               1. The terms of the 1997A Notes, as amended, are hereby further amended as follows:




          (i) The Stated Maturity shall be October 15, 2016.




          (ii) Interest on the 1997A Notes from and including November 15, 2002 to but excluding
October 15, 2003, shall accrue at the fixed rate of 6.99% per annum, Interest on the 1997A
Notes from and including October 15, 2003 to but excluding October 15, 2004, shall accrue at
the fixed rate of 6.128% per annum, and Interest on the 1997A Notes from and including
October 15, 2004 to but excluding October 16, 2006, shall accrue at the fixed rate of 6.98%
per annum, in each case payable semi-annually on each April 15 and October 15, on the basis
of a 360-day year of twelve 30-day months, without adjustment for Interest Payment Dates
that are not Business Days; provided for the avoidance of doubt, that Interest shall accrue
at 6.98% per annum to but excluding, and shall be payable on, October 17, 2005, and to but
excluding, and shall be payable on, October 16, 2006. Interest on the 1997A Notes will be
payable to the persons in whose names the 1997A Notes are registered on the April 1 or
October 1 (whether or not a Business Day) immediately preceding the Applicable Interest
Payment Date.




          (iii) The Additional Terms of the 1997A Notes shall be amended in their entirety to
read as set forth in Annex A hereto, with references in Annex A to “Notes” being deemed to
refer to the 1997A Notes.



               2. The terms of the 1997B Notes, as amended, are hereby further amended as follows:




          (i) The Stated Maturity shall be October 15, 2016.





-2-









 





          (ii) Interest on the 1997B Notes from and including October 15, 2002 to but excluding
October 15, 2003, shall accrue at the fixed rate of 6.85% per annum, Interest on the 1997B
Notes from and including October 15, 2003 to but excluding
October 15, 2004 shall accrue at the fixed rate of 6.128% per annum, and Interest on the 1997B
Notes from and including October 15, 2004 to but excluding October 16, 2006, shall accrue at
a fixed rate of 6.98% per annum, in each case payable semi-annually on each April 15 and
October 15, on the basis of a 360-day year of twelve 30-day months, without adjustment for
Interest Payment Dates that are not Business Days; provided for the avoidance of doubt, that
Interest shall accrue at 6.98% per annum to but excluding, and shall be payable on, October
17, 2005, and to but excluding, and shall be payable on, October 16, 2006. Interest on the
1997B Notes will be payable to the persons in whose names the 1997B Notes are registered on
the April 1 or October 1 (whether or not a Business Day) immediately preceding the
Applicable Interest Payment Date.




          (iii) The Additional Terms of the 1997B Notes shall be amended in their entirety to
read as set forth in Annex A hereto, with references in Annex A to “Notes” being deemed to
refer to the 1997B Notes.



               3. The terms of the 1998 Notes, as amended, are hereby further amended as follows:




          (i) The Stated Maturity shall be October 15, 2016.




          (ii) The Additional Terms of the 1998 Notes shall be amended in their entirety to read
as set forth in Annex B hereto, with references in Annex B to “Notes” being deemed to refer
to the 1998 Notes.



               4. The Trustee assumes no duties, responsibilities or liabilities by reason of this Supplement
other than as set forth in the Indenture, and this Supplement is executed and accepted by the
Trustee subject to all terms and conditions of its acceptance of the Trust under the Indenture, as
fully as if said conditions were hereby set forth at length. The Trustee assumes no responsibility
or liability for the recitals of the Company set forth in this Supplement.



               5. As amended and modified by this Supplement, the Indenture, the supplements thereto and the
officers’ certificate and instructions from a Designated Person of the Company relating to the
1997A Notes, 1997B Notes and 1998 Notes, respectively, are in all respects ratified and confirmed.



               6. This Supplement may be executed in any number of counterparts, each one of which shall be
an original, and all of which together constitute but one and the same instrument.



               7. Trustee hereby accepts the modification of the 1997A Notes, 1997B Notes and 1998 Notes
hereby effected and the trust in this Supplement declared and provided, upon the terms and
conditions hereinabove set forth.



-3-









 





               IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first
above written.



	 	 	 	 	 
	 	 	INTERNATIONAL LEASE	 
	 	 	FINANCE CORPORATION	 
	 
	 	 	 	 
	 

	 	By:
	/s/ JULIE I. SACKMAN	 
	 

	 	 	 	 
	 

	 	 	Executive Vice President,	 
	 

	 	 	General Counsel and Secretary	 





	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/ PAMELA S. HENDRY
 


	 	 	 	 
	Senior Vice President, Treasurer
	 	 	 	 
	and Assistant Secretary
	 	 	 	 






	 	 	 	 	 
	 	 	U.S. BANK NATIONAL	 
	 	 	ASSOCIATION	 
	 
	 	 	 	 
	 

	 	By:
	/s/ PATRICK J. CROWLEY	 
	 

	 	 	 	 
	 

	 	 	Vice President	 





	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/[Unintelligible]
 


	 	 	 	 
	Assistant Vice President
	 	 	 	 






-4-









 






ANNEX A




ADDITIONAL TERMS




Interest Rates



If the Calculation Agent has not given the Put Notice (as defined below), then during the period
from and including October 16, 2006 to the Maturity Date (the “Fixed Rate Period”), the Notes will
bear interest at a fixed rate calculated as described below (see “Reset of Interest Rate for Fixed
Rate Period” below). Interest during the Fixed Rate Period will be payable semi-annually in
arrears on each April 15 and October 15, commencing April 15, 2007 (each a “Fixed Rate Interest
Payment Date”), to the person in whose name a Note is registered on the April 1 or October 1
(whether or not a Business Day) immediately preceding the applicable Fixed Rate Interest Payment
Date. However, interest payable on the Maturity Date will be paid to the person to whom principal
on the Note is paid. The amount of interest payable during the Fixed Rate Period will be computed
and paid on the basis of a 360-day year of twelve 30-day months.




Put Option



The Calculation Agent has the right to require the Company to repurchase all (but not less than
all) of the Notes on October 16, 2006 at a purchase price equal to 100% of the principal amount
thereof, plus accrued but unpaid interest to but excluding October 16, 2006 (the “Redemption
Price”), by delivering written notice thereof to the Company on behalf of all (but not fewer than
all) holders of the Notes (the “Put Notice”). Such Put Notice shall be given no later than 9:00
a.m. (New York time) on October 10, 2006. The Calculation Agent shall give the Put Notice if the
holders of a majority in principal amount of the Notes request the Calculation Agent to give the
Put Notice, in which event the Put Notice shall be binding on all Noteholders; the Calculation
Agent shall not give the Put Notice absent such request of the holders of a majority in principal
amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the
Notes at the Redemption Price on October 16, 2006.



If required by the Calculation Agent, each holder shall indicate its election to have the
Calculation Agent deliver the Put Notice to the Company by delivering written notice of such
election to the Calculation Agent by no later than 12:00 noon (New York time) on October 5, 2006.




Reset of Interest Rate for Fixed Rate Period



If the Calculation Agent has not delivered the Put Notice to the Company in accordance with the
terms set forth under “Put Option” above, the Company and the Calculation Agent, on October 10,
2006, shall undertake the following actions to calculate the fixed rate of interest to be paid on
the Notes during the Fixed Rate Period. All references to specific hours are references to
prevailing New York time. Each notice, bid or offer (including those given by the Reference
Dealers [as defined below]) shall be given telephonically and shall be confirmed as soon as
possible by facsimile to each of the Calculation Agent and the Company. The times set forth below
are guidelines for action by the Company and the Calculation Agent, and each shall use its
best efforts to adhere to such times. The Company shall use its best efforts to cause the
Reference Dealers to take all actions contemplated below in as timely a manner as possible.





 









 







A holder shall indicate its election to sell its Note to, and purchase Designated Treasury Bonds
from, the Final Dealer or Final Dealers (as defined below) in accordance with the terms set forth
in paragraph (e) below by notifying the Calculation Agent of such election by no later than 9:15
a.m. (New York time) on October 10, 2006. If the Calculation Agent has not received written
election for the sale of at least $25,000,000 aggregate principal amount of the Notes to the Final
Dealer or Final Dealers, the Calculation Agent shall select pro rata from all holders Notes in a
principal amount that, when aggregated with the principal amount of Notes for which the Calculation
Agent has received a written election to sell, will total $25,000,000, and shall immediately notify
such holders of such selection. The holders of such randomly selected Notes shall sell their Notes
to, and purchase Designated Treasury Bonds from, the Final Dealer or Final Dealers in accordance
with the terms set forth in paragraph (e) below.





(a) At 9:00 a.m., the Company shall provide to the Calculation Agent the names of four
financial institutions that deal in the Company’s debt securities and have agreed to
participate as reference dealers in accordance with the terms set forth below (the
“Reference Dealers”) and, for each Reference Dealer, the name of and telephone and facsimile
numbers for one individual who will represent such Reference Dealer.




(b) At 9:15 a.m., the Calculation Agent shall:




(i) determine and provide to the Company the 10 year U.S. swap yield determined at
or about such time (the “Designated Swap Yield”) based on the yield (the “Designated
Treasury Yield”) of an issue of 10-year Treasury bonds chosen by the Calculation
Agent (the “Designated Treasury Bonds”) plus the yield of the mid-market 10-year
swap spread as determined by the Calculation Agent;




(ii) calculate and provide to the Company the “Premium”, which shall equal the
present value (expressed as a percentage rounded to four decimal places) of the Rate
Difference applied over the 20 semi-annual periods from October 16, 2006 to the
Maturity Date, discounted at the Discount Rate divided by two, where:




               “Rate Difference” means the difference between (i) 5.81% (the “Initial
Treasury Yield”) minus (ii) the Designated Swap Yield less 0.50%; and




               “Discount Rate” means the Designated Swap Yield; and




(iii) provide to the Company the aggregate principal amount of the Designated
Treasury Bonds that the Holders will purchase (the “Hedge Amount”) in the event that
all of the Notes are sold to one or more of the Reference Dealers in accordance with
paragraph (e) below.




(c) The Calculation Agent immediately thereafter shall contact each of the Reference
Dealers and request that each Reference Dealer provide to the Calculation Agent the
following firm bid and firm offer for the benefit of the Holders (which bid and offer shall
remain firm for 15 minutes):




(i) a firm bid (on an all-in basis), expressed as a spread to the Designated
Treasury Bonds (using, for such purposes, the Designated Treasury Yield), at which
such Reference Dealer would purchase any Notes offered (up to Notes in a principal
amount equal to $50,000,000, provided that such Reference Dealer
shall not be obligated to purchase Notes in a principal amount less
than $25,000,000) at a price
equal to 100% plus the Premium for settlement on the Redemption Date (the lowest of
such spreads, the “Spread”); and




 









 







(ii) a firm offer (on an all-in basis) to sell Designated Treasury Bonds in a
principal amount equal to the Hedge Amount at a yield equal to the Designated
Treasury Yield for settlement on the Redemption Date.




(d) At 9:30 a.m., the following shall occur following receipt of the bids and offers
requested in paragraph (c) above:




(i) the Calculation Agent shall calculate and provide to the Company the “Adjusted
Coupon”, which shall be the fixed rate of interest on the Notes required to produce
a yield on the Notes equal to the sum of the Designated Treasury Yield and the
Spread given a purchase price of 100% plus the Premium;




(ii) the Interest Rate on the Notes shall be adjusted and shall equal, effective
from and including October 16, 2006 to the Maturity Date, the Adjusted Coupon; and




(iii) the Reference Dealer providing the Spread shall be deemed the “Final Dealer”;
provided that if two or more Reference Dealers shall have quoted such Spread, the
Company shall determine which of such Reference Dealers shall be the Final Dealer or
the Final Dealers (and, in the latter case, the allocation to be made between them).




(e) The Holders:




(i) shall sell Notes to the Final Dealer or Final Dealers in a principal amount
which shall be not less than $25,000,000 nor more than $50,000,000 at a price equal
to 100% plus the Premium; and




(ii) shall purchase Designated Treasury Bonds from the Final Dealer or Final Dealers
in a principal amount equal to the Hedge Amount (adjusted pro rata based on the
amount of Notes sold in the event that less than $50,000,000 principal amount is
sold), at a price based on the Designated Treasury Yield, in each case for
settlement on the Redemption Date and, in the case of more than one Final Dealer,
according to the allocation designated by the Company under paragraph (d)(iii)
above.


If the Calculation Agent determines that (i) a Market Disruption Event (as defined below) has
occurred or (ii) two or more of the Reference Dealers have failed to provide indicative or firm
bids or offers in a timely manner substantially as provided above, the steps contemplated above
shall be delayed until the next trading day on which there is no Market Disruption Event and no
such failure by two or more Reference Dealers. “Market Disruption Event” shall mean any of the
following: (i) a suspension or material limitation in trading in securities generally on the New
York Stock Exchange or the establishment of minimum prices on such
exchange; (ii) a general
moratorium on commercial banking activities declared by either federal or New York State
authorities; (iii) any material adverse change in the existing financial, political or economic
conditions in the United States of America or elsewhere; (iv) an outbreak or escalation of major
hostilities involving the United States of America or the declaration of a national emergency or
war by the United States of America; or (v) any material disruption of the U.S. government
securities market, U.S. corporate bond market and/or U.S. federal wire system.




 









 








ANNEX B




ADDITIONAL TERMS




Interest Rates




          During the period commencing with the Original Issue Date to but excluding October 15, 2003,
the Notes will bear interest at a rate of 5.335% per annum. During the period commencing with
October 15, 2003 to but excluding October 15, 2004, the Notes will bear interest at a rate of
6.128% per annum. During the period commencing with October 15, 2004 to but excluding October 16,
2006, the Notes will bear interest at a rate of 6.98%. Interest will be computed and paid on the
basis of a 360-day year of twelve 30-day months. For the avoidance of doubt, Interest shall accrue
at 6.98% per annum to but excluding, and shall be payable on, October 17, 2005, and to but
excluding and shall be payable on, October 16, 2006.




          If the Calculation Agent has not given the Put Notice (as defined below) or the Company has
not repurchased the Notes (see “Reset of Interest Rate for Fifth Fixed Rate Period” below), then
during the period from and including October 16, 2006 to the Maturity Date, the Notes will bear
interest at a fixed rate calculated as described below (see “Reset of Interest Rate for Fifth Fixed
Rate Period” below).




Put Option




          The Calculation Agent has the right to require the Company to repurchase all (but not less
than all) of the Notes on October 16, 2006 at a purchase price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to but excluding October 16, 2006 (the “Redemption
Price”), by delivering written notice thereof to the Company on behalf of all (but not fewer than
all) holders of the Notes (the “Put Notice”). Such Put Notice shall be given no later than 9:00
a.m. (New York time) on October 10, 2006. The Calculation Agent shall give the Put Notice if the
holders of a majority in principal amount of the Notes request the Calculation Agent to give the
Put Notice, in which event the Put Notice shall be binding on all Noteholders; the Calculation
Agent shall not give the Put Notice absent such request of the holders of a majority in principal
amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the
Notes at the Redemption Price on October 16, 2006.




          If required by the Calculation Agent, each holder shall indicate its election to have the
Calculation Agent deliver the Put Notice to the Company by delivering written notice of such
election to the Calculation Agent by no later than 12:00 noon (New York time) on October 5, 2006.




Reset of Interest Rate for Fifth Fixed Rate Period




          If the Calculation Agent has not delivered the Put Notice to the Company in accordance with
the terms set forth under “Put Option” above, the Company and the Calculation Agent, on October 10,
2006, shall undertake the following actions to calculate the fixed rate of interest to be paid on
the Notes during the period from and including October 16, 2006 to the Maturity Date. All
references to specific hours are references to prevailing New York time. Each notice, bid or offer
(including those given by the Reference Dealers [as defined below])
shall be given telephonically and shall be confirmed as soon as possible by facsimile to each
of the Calculation Agent and the Company. The times set forth below are guidelines for action by
the Company and the Calculation Agent, and each shall use its best
efforts to adhere to such times.
The Company shall use its best efforts to cause the Reference Dealers to take all actions
contemplated below in as timely a manner as possible.





 









 







             A holder shall indicate its election to sell its Note to, and purchase Designated Treasury
Bonds from, the Final Dealer or Final Dealers (as defined below) in accordance with the terms set
forth in paragraph (e) below by notifying the Calculation Agent of such election by no later than
9:15 a.m. (New York time) on October 10, 2006. If the Calculation Agent has not received written
election for the sale of at least $25,000,000 aggregate principal amount of the Notes to the Final
Dealer or Final Dealers, the Calculation Agent shall select pro rata from all holders Notes in a
principal amount that, when aggregated with the principal amount of Notes for which the Calculation
Agent has received a written election to sell, will total $25,000,000, and shall immediately notify
such holders of such selection. The holders of such randomly selected Notes shall sell their Notes
to, and purchase Designated Treasury Bonds from, the Final Dealer or Final Dealers in accordance
with the terms set forth in paragraph (e) below.





     (a) At 9:00 a.m., the Company shall provide to the Calculation Agent the names of four
financial institutions that deal in the Company’s debt securities and have agreed to
participate as reference dealers in accordance with the terms set forth below (the
“Reference Dealers”) and, for each Reference Dealer, the name of and telephone and facsimile
numbers for one individual who will represent such Reference Dealer.




     (b) At 9:15 a.m., the Calculation Agent shall:




     (i) determine and provide to the Company the 10 year U.S. swap yield determined
at or about such time (the “Designated Swap Yield”) based on the yield (the
“Designated Treasury Yield”) of an issue of 10-year Treasury bonds chosen by the
Calculation Agent (the “Designated Treasury Bonds”) plus the yield of the mid-market
10-year swap spread as determined by the Calculation Agent;




     (ii) calculate and provide to the Company the “Premium”, which shall equal the
present value (expressed as a percentage rounded to four decimal places) of the Rate
Difference applied over the 20 semi-annual periods from October 16, 2006 to the
Maturity Date, discounted at the Discount Rate divided by two, where:




     “Rate Difference” means the difference between (i) 5.81% (the “Initial
Treasury Yield”) minus (ii) the Designated Swap Yield less 0.50%; and




     “Discount Rate” means the Designated Swap Yield; and




     (iii) provide to the Company the aggregate principal amount of the Designated
Treasury Bonds that the Holders will purchase (the “Hedge Amount”)
in the event that all of the Notes are sold to one or more of the Reference Dealers
in accordance with paragraph (e) below.




     (c) The Calculation Agent immediately thereafter shall contact each of the Reference
Dealers and request that each Reference Dealer provide to the Calculation Agent the
following firm bid and firm offer for the benefit of the Holders (which bid and offer shall
remain firm for 15 minutes):



 









 






     (i) a firm bid (on an all-in basis), expressed as a spread to the Designated
Treasury Bonds (using, for such purposes, the Designated Treasury Yield), at which
such Reference Dealer would purchase any Notes offered (up to Notes in a principal
amount equal to $100,000,000, provided that such Reference Dealer shall not be
obligated to purchase Notes in a principal amount less than $25,000,000) at a price
equal to 100% plus the Premium for settlement on the Redemption Date (the lowest of
such spreads, the “Spread”); and




     (ii) a firm offer (on an all-in basis) to sell Designated Treasury Bonds in a
principal amount equal to the Hedge Amount at a yield equal to the Designated
Treasury Yield for settlement on the Redemption Date.




     (d) At 9:30 a.m., the following shall occur following receipt of the bids and offers
requested in paragraph (c) above:




     (i) the Calculation Agent shall calculate and provide to the Company the
“Adjusted Coupon”, which shall be the fixed rate of interest on the Notes required
to produce a yield on the Notes equal to the sum of the Designated Treasury Yield
and the Spread given a purchase price of 100% plus the Premium;




     (ii) the Interest Rate on the Notes shall be adjusted and shall equal,
effective from and including October 16, 2006 to the Maturity Date, the Adjusted
Coupon; and




     (iii) the Reference Dealer providing the Spread shall be deemed the “Final
Dealer”; provided that if two or more Reference Dealers shall have quoted such
Spread, the Company shall determine which of such Reference Dealers shall be the
Final Dealer or the Final Dealers (and, in the latter case, the allocation to be
made between them).




     (e) The Holders:




     (i) shall sell Notes to the Final Dealer or Final Dealers in a principal amount
which shall be not less than $25,000,000 nor more than $100,000,000 at a price equal
to 100% plus the Premium; and




     (ii) shall purchase Designated Treasury Bonds from the Final Dealer or Final
Dealers in a principal amount equal to the Hedge Amount (adjusted pro rata based on
the amount of Notes sold in the event that less than $100,000,000 principal amount
is sold), at a price based on the Designated Treasury Yield, in
each case for settlement on the Redemption Date and, in the case of more than one
Final Dealer, according to the allocation designated by the Company under paragraph
(d)(iii) above.



            If the Calculation Agent determines that (i) a Market Disruption Event (as defined below) has
occurred or (ii) two or more of the Reference Dealers have failed to provide indicative or firm
bids or offers in a timely manner substantially as provided above, the steps contemplated above
shall be delayed until the next trading day on which there is no Market Disruption Event and no
such failure by two or more Reference Dealers. “Market Disruption Event” shall mean any of the
following: (i) a suspension or material limitation in trading in




 









 







securities generally on the New York Stock Exchange or the establishment of minimum prices on such
exchange; (ii) a general moratorium on commercial banking activities declared by either federal or
New York State authorities; (iii) any material adverse change in the existing financial, political
or economic conditions in the United States of America or elsewhere; (iv) an outbreak or escalation
of major hostilities involving the United States of America or the declaration of a national
emergency or war by the United States of America; or (v) any material disruption of the U.S.
government securities market, U.S. corporate bond market and/or U.S. federal wire system.




Business Day




          If any action is required or permitted to be taken pursuant to these Additional Terms on a day
that is not a Business Day, such action shall be required or permitted to be taken on the next
succeeding day that is a Business Day.