exv4w2



 





Exhibit 4.2




INTERNATIONAL LEASE FINANCE CORPORATION

MEDIUM-TERM NOTE, SERIES R

(FLOATING RATE)




			
	 	 	 
	REGISTERED
	 	REGISTERED






No. FLR-

CUSIP-



If this Security is registered in the name of The Depository Trust Company (the “Depositary”) (55
Water Street, New York, New York) or its nominee, this Security may not be transferred except 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 or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary unless and until this Security is
exchanged in whole or in part for Debt Securities in definitive form. Unless this certificate is
presented by an authorized representative of the Depositary to the Company or its agent for
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 Depositary 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.




REQUIRED TERMS




DESIGNATION:




PRINCIPAL AMOUNT:




ISSUE PRICE:




ORIGINAL ISSUE DATE:




STATED MATURITY:




INTEREST RATE BASIS OR BASES:




INITIAL INTEREST RATE:




INTEREST PAYMENT DATES:




INTEREST RATE RESET PERIOD:




INDEX MATURITY:




 









 





PRESET TERMS




INTEREST RESET DATES:




INTEREST DETERMINATION DATES:




CALCULATION DATES:




REGULAR RECORD DATES:






OPTIONAL TERMS




SPREAD:




SPREAD
MULTIPLIER: %




MAXIMUM INTEREST RATE:




MINIMUM INTEREST RATE:




OVERDUE RATE:




REDEEMABLE ON OR AFTER:




OPTIONAL REPAYMENT DATE:




FIXED INTEREST RATE:




FIXED RATE COMMENCEMENT DATE:




REPURCHASE PRICE (for

Discount Securities):




OPTIONAL RESET DATES:




EXTENSION PERIODS:




FINAL MATURITY:




OTHER PROVISIONS:




 









 





          INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (hereinafter called the
“Company,” which term includes any successor corporation under the Indenture, as hereinafter
defined), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum set forth above at Stated Maturity shown above and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest Payment Date (as hereinafter
defined) to which interest has been paid or duly provided for, in arrears on the Interest Payment
Dates set forth above (“Interest Payment Dates”), until the principal hereof is paid or made
available for payment, and on Stated Maturity, commencing with the Interest Payment Date next
succeeding the Original Issue Date, at the rate per annum determined in accordance with the
provisions below, depending on the Interest Rate Basis or Bases specified above. Interest will be
payable on each Interest Payment Date and at Stated Maturity or upon redemption or optional
repayment. Interest will be payable to the Holder at the close of business on the Regular Record
Date which, unless otherwise specified above, shall be the fifteenth calendar day (whether or not a
Business Day (as defined below)) immediately preceding the related Interest Payment Date; provided,
however, that interest payable at Stated Maturity or upon redemption or optional repayment will be
payable to the person to whom principal is payable and (to the extent that the payment of such
interest shall be legally enforceable) at the Overdue Rate, if any, per annum set forth above on
any overdue principal and premium and on any overdue installment of interest. If the Original
Issue Date is between a Regular Record Date and the next succeeding Interest Payment Date, the
first payment of interest hereon will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder on such next Regular Record Date.




          Payment of the principal, and premium, if any, and interest payable at Stated Maturity or upon
redemption or optional repayment of this Security will be made in immediately available funds at
the corporate trust office or agency of the Trustee in New York, New York, provided that this
Security is presented to the Trustee in time for the Trustee to make such payments in such funds in
accordance with its normal procedures. Interest (other than interest payable at Stated Maturity or
upon redemption or optional repayment) will be paid by check mailed to the address of the person
entitled thereto as it appears in the Security Register on the applicable Regular Record Date or,
at the option of the Company, by wire transfer to an account maintained by such person with a bank
located in the United States. Notwithstanding the foregoing, (1) the Depositary or its nominee, if
it is the registered Holder of this Security, will be entitled to receive payments of interest
(other than at Stated Maturity or upon redemption or optional repayment) by wire transfer to an
account maintained by such Holder with a bank located in the United States, and (2) a Holder of
$10,000,000 or more in aggregate principal amount of Securities having the same Interest Payment
Date will, upon receipt on or prior to the Regular Record Date preceding an applicable Interest
Payment Date by the Trustee of written instructions from such Holder, be entitled to receive
payments of interest (other than at Stated Maturity or upon redemption or optional repayment) by
wire transfer to an account maintained by such Holder with a bank located in the United States.
Such instructions shall remain in effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by written instructions received by
the Trustee from such Holder, provided that any such written revocation or change which is received
by the Trustee after a Regular Record Date and before the related Interest Payment Date shall not
be effective with respect to the interest payable on such Interest Payment Date.




          This Security is one of a duly authorized issue of Medium-Term Notes, Series R of the Company
(herein called the “Securities”), issued and to be issued under an Indenture dated as of August 1,
2006 (as may be amended from time to time, herein called the “Indenture”) between the Company and
Deutsche Bank Trust Company Americas, as trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which the Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof. The Securities of this series may be
issued from time to time at varying maturities, interest rates and other terms as may be designated
with respect to a Security.




          After the completion of the issuance for which this Security 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 Security. After such additional Securities are
issued, they will be fungible with this Security.




 









 






          
The interest rate borne by this Security shall be determined as follows:




	 
	 	•	 	Unless this Security is designated as a “Floating Rate/Fixed Rate Note,” an “Inverse
Floating Rate Note” or as having an Addendum attached, this Security shall be
designated as a “Regular Floating Rate Note” and, except as described below or as
specified on the face hereof, bear interest at the rate determined by reference to the
Interest Rate Basis or Bases specified on the face hereof (a) plus or minus the Spread,
if any, specified on the face hereof and/or (b) multiplied by the Spread Multiplier, if
any, specified on the face hereof. Commencing on the first Interest Reset Date (as
defined below), the rate at which interest on this Security shall be payable shall be
reset as of each Interest Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the first Interest Reset Date
shall be the Initial Interest Rate specified on the face hereof.
	 
	 	•	 	If this Security is designated as a “Floating Rate/Fixed Rate Note,” then, except as
described below or as specified on the face hereof, this Security shall bear interest
at the rate determined by reference to the Interest Rate Basis or Bases specified on
the face hereof (a) plus or minus the Spread, if any, specified on the face hereof
and/or (b) multiplied by the Spread Multiplier, if any, specified on the face hereof.
Commencing on the first Interest Reset Date, the rate at which interest on this
Security shall be payable shall be reset as of each Interest Reset Date; provided,
however, that the interest rate in effect for the period from the Original Issue Date
to the first Interest Reset Date shall be the Initial Interest Rate specified on the
face hereof and the interest rate in effect commencing on the Fixed Rate Commencement
Date specified on the face hereof to Stated Maturity shall be the Fixed Interest Rate,
if such rate is specified on the face hereof or, if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day immediately preceding the
Fixed Rate Commencement Date.
	 
	 	•	 	If this Security is designated as an “Inverse Floating Rate Note,” then, except as
described below or as specified on the face hereof, this Security shall bear interest
equal to the Fixed Interest Rate specified on the face hereof minus the rate determined
by reference to the Interest Rate Basis or Bases specified on the face hereof (a) plus
or minus the Spread, if any, specified on the face hereof and/or (b) multiplied by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that,
unless otherwise specified on the face hereof, the interest rate hereon shall not be
less than zero during any Interest Rate Reset Period (as defined below). Commencing on
the first Interest Reset Date, the rate at which interest on this Security is payable
shall be reset as of each Interest Reset Date; provided, however, that the interest
rate in effect for the period from the Original Issue Date to the first Interest Reset
Date shall be the Initial Interest Rate specified on the face hereof.





          Notwithstanding the foregoing, if this Security is designated as having an Addendum attached
as specified on the face hereof, this Security shall bear interest in accordance with the terms
described in such Addendum and as specified on the face hereof.




          Except as set forth above or as specified on the face hereof, the interest rate in effect on
each day shall be (1) if such day is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or
(2) if such day is not an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.





Unless otherwise specified on the face hereof:




(1) The “Interest Reset Date” shall be, if the Interest Rate Reset Period specified
on the face hereof is (i) daily, each Business Day; (ii) weekly, the Wednesday of
each week (except if the applicable Interest Rate Basis is the Treasury Rate which
shall reset on the Tuesday of each week); (iii) monthly, the third Wednesday of each
month (except if the applicable Interest Rate Basis is



 









 







the Eleventh District Cost of Funds Rate which shall reset on the first calendar day
of the month); (iv) quarterly, the third Wednesday of March, June, September and
December of each year, (v) semiannually, the third Wednesday of the two months
specified on the face hereof; and (vi) annually, the third Wednesday of the month
specified on the face hereof. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, unless LIBOR is an applicable Interest Rate
Basis, in which case, if such Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.




(2) The “Interest Determination Date” with respect this Security shall be: (i) if
the applicable Interest Rate Basis is the CD Rate or the CMT Rate, the second
Business Day immediately preceding the applicable Interest Reset Date; (ii) if the
applicable Interest Rate Basis is the Commercial Paper Rate, the Federal Funds Rate
or the Prime Rate, the Business Day immediately preceding the applicable Interest
Reset Date; (iii) if the applicable Interest Rate Basis is the Eleventh District
Cost of Funds Rate, the last working day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San Francisco
publishes the Index (as defined below); (iv) if the applicable Interest Rate Basis
is LIBOR, the second London Business Day (as defined below) immediately preceding
the applicable Interest Reset Date and (v) if the applicable Interest Rate Basis is
the Treasury Rate, the day in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as defined below) are normally auctioned;
provided, however, that if an auction is held on the Friday of the week preceding
the applicable Interest Reset Date, the Interest Determination Date will be such
preceding Friday. If the interest rate on this Security is determined by reference
to two or more Interest Rate Bases, the Interest Determination Date shall be the
second Business Day prior to the applicable Interest Reset Date for this Security on
which each Interest Rate Basis is determinable. Each Interest Rate Basis will be
determined on such date, and the applicable interest rate will take effect on the
applicable Interest Reset Date.




(3) The “Calculation Date,” if applicable, pertaining to any Interest Determination
Date will be the earlier of (1) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business Day, the next succeeding
Business Day or (2) the Business Day immediately preceding the applicable Interest
Payment Date or Stated Maturity, as the case may be.



          Unless otherwise specified on the face hereof, the interest rate with respect to each Interest
Rate Basis shall be determined in accordance with the following provisions:




Determination of CD Rate




          If the Interest Rate Basis with respect to this Security is the CD Rate, such rate shall be
determined by the Calculation Agent appointed as agent by the Company to calculate the rates of
interest applicable to securities including this Security (the “Calculation Agent”) in accordance
with the following provisions:




          “CD Rate” means the rate on the date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published by the Board of Governors of the Federal Reserve
System in “H.15(519)” (as defined below), under the heading “CDs (Secondary Market).”




          The Interest Determination Date relating to a CD Rate Note or any Floating Rate Note for which
the interest rate is determined with reference to the CD Rate is referred to herein as a “CD Rate
Interest Determination Date.”




          The following procedures will be followed if the CD Rate cannot be determined as described
above:




 









 









	 	•	 	If the rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the CD Rate Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof as published
in H.15 Daily Update (as defined below) or the other recognized electronic source used
for the purpose of displaying the rate under the caption “CDs (secondary market)” will
apply.
	 
	 	•	 	If the rate is not yet published in either H.15(519), H.15 Daily Update or other
recognized electronic source by 3:00 P.M., New York City time on the related
Calculation Date, the CD Rate for the CD Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time on the related Calculation
Date, of three leading nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York (which may include one or more of the agents or
their affiliates). The secondary market offered rates will be selected by the
Calculation Agent for negotiable certificates of deposit of major United States money
center banks for negotiable certificates of deposit with a remaining maturity closest
to the Index Maturity designated on the face hereof and be in an amount that is
representative for a single transaction in that market at that time.
	 
	 	•	 	If the dealers so selected by the Calculation Agent are not quoting as set forth
above, the CD Rate for the CD Rate Interest Determination Date will be that CD Rate in
effect on the CD Rate Interest Determination Date.





          “Index Maturity” means the period to maturity of the instrument or obligation with respect to
which the related Interest Rate Basis or Bases will be calculated.




          “H.15(519)” means the designated weekly statistical release, or any successor publication,
published by the Board of Governors of the Federal Reserve System.




          “H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.




Determination of CMT Rate




          If the Interest Rate Basis with respect to this Security is the CMT Rate, such rate will be
determined by the Calculation Agent in accordance with the following provisions:




          The Interest Determination Date relating to a CMT Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the CMT Rate will be referred to herein as
the “CMT Rate Interest Determination Date.”




          “CMT Rate” means:





(1) if CMT Reuters Page FRBCMT is specified on the face hereof:




     (a) the percentage equal to the yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified on the face hereof as
published in H.15(519) under the caption “Treasury Constant Maturities”, as the
yield is displayed on Reuters (or any successor service) on page FRBCMT (or any
other page as may replace the specified page on that service) (“Reuters Page FRBCMT
“), for the CMT Rate Interest Determination Date, or




     (b) if the rate referred to in clause (a) does not so appear on Reuters Page
FRBCMT, the percentage equal to the yield for United States Treasury securities at
“constant maturity” having



 









 







the Index Maturity specified on the face hereof and for the CMT Rate Interest
Determination Date as published in H.15(519) under the caption “Treasury Constant
Maturities”, or




     (c) if the rate referred to in clause (b) does not so appear in H.15(519), the
rate on the CMT Rate Interest Determination Date for the period of the Index
Maturity specified on the face hereof as may then be published by either the Federal
Reserve System Board of Governors or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the rate which would
otherwise have been published in H.15(519), or




     (d) if the rate referred to in clause (c) is not so published, the rate on the
CMT Rate Interest Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on that CMT Rate Interest Determination
Date of three leading primary United States government securities dealers in The
City of New York (which may include the agents or their affiliates) (each, a
“Reference Dealer”), selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation, or, in the
event of equality, one of the highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities with an original
maturity equal to the Index Maturity specified on the face hereof, a remaining term
to maturity no more than 1 year shorter than that Index Maturity and in a principal
amount that is representative for a single transaction in the securities in that
market at that time, or




     (e) if fewer than five but more than two of the prices referred to in clause
(d) are provided as requested, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations shall be
eliminated, or




     (f) if fewer than three prices referred to in clause (d) are provided as
requested, the rate on the CMT Rate Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 P.M., New York City time, on
that CMT Rate Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation or, in the event of equality, one of the highest
and the lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the Index Maturity
specified on the face hereof, a remaining term to maturity closest to that Index
Maturity and in a principal amount that is representative for a single transaction
in the securities in that market at that time, or




     (g) if fewer than five but more than two prices referred to in clause (f) are
provided as requested, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations will be
eliminated, or




     (h) if fewer than three prices referred to in clause (f) are provided as
requested, the CMT Rate in effect on the CMT Rate Interest Determination Date.




(2) if CMT Reuters Page FEDCMT is specified on the face hereof:




     (a) the percentage equal to the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified on the face hereof as published in H.15(519)
opposite the caption “Treasury Constant Maturities”, as the yield is displayed on
Reuters (or any successor service) (on page FEDCMT or any other page as may replace
the specified page on that service) (“Reuters Page



 









 







FEDCMT “), for the week or month, as applicable, ended immediately preceding the
week or month, as applicable, in which the CMT Rate Interest Determination Date
falls, or




     (b) if the rate referred to in clause (a) does not so appear on Reuters Page
FEDCMT, the percentage equal to the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified on the face hereof and for the week or month, as
applicable, preceding the CMT Rate Interest Determination Date as published in
H.15(519) opposite the caption “Treasury Constant Maturities,” or




     (c) if the rate referred to in clause (b) does not so appear in H.15(519), the
one-week or one-month, as specified on the face hereof, average yield for United
States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof as otherwise announced by the Federal Reserve Bank of
New York for the week or month, as applicable, ended immediately preceding the week
or month, as applicable, in which the CMT Rate Interest Determination Date falls, or




     (d) if the rate referred to in clause (c) is not so published, the rate on the
CMT Rate Interest Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on that CMT Rate Interest Determination
Date of three Reference Dealers selected by the Calculation Agent from five
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of the highest, and the lowest
quotation or, in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity equal to the Index Maturity specified
on the face hereof, a remaining term to maturity no more than 1 year shorter than
that Index Maturity and in a principal amount that is representative for a single
transaction in the securities in that market at that time, or




     (e) if fewer than five but more than two of the prices referred to in clause
(d) are provided as requested, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations shall be
eliminated, or




     (f) if fewer than three prices referred to in clause (d) are provided as
requested, the rate on the CMT Rate Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 P.M., New York City time, on
that CMT Rate Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation or, in the event of equality, one of the highest
and the lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity greater than the particular
Index Maturity, a remaining term to maturity closest to that Index Maturity and in a
principal amount that is representative for a single transaction in the securities
in that market at the time, or




     (g) if fewer than five but more than two prices referred to in clause (f) are
provided as requested, the rate on the CMT Rate Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of the bid prices
obtained and neither the highest or the lowest of the quotations will be eliminated,
or




     (h) if fewer than three prices referred to in clause (f) are provided
as requested, the CMT Rate in effect on that CMT Rate Interest Determination Date.



          If two United States Treasury securities with an original maturity greater than the Index
Maturity specified on the face hereof have remaining terms to maturity equally close to the that
Index Maturity, the quotes for




 









 







the United States Treasury security with the shorter original remaining term to maturity will be
used.




Determination of Commercial Paper Rate




          If the Interest Rate Basis with respect to this Security is the Commercial Paper Rate, such
rate shall be determined by the Calculation Agent in accordance with the following provisions:




          “Commercial Paper Rate” means the Money Market Yield (as defined below) on the date of the
rate for commercial paper having the Index Maturity specified on the face hereof as published in
H.15(519) under the caption “Commercial Paper — Non-Financial.”




          The Interest Determination Date relating to a Commercial Paper Rate Note or any Floating Rate
Note for which the interest rate is determined with reference to the Commercial Paper Rate will be
referred to herein as the “Commercial Paper Rate Interest Determination Date.”




          The following procedures will be followed if the Commercial Paper Rate cannot be determined as
described above:





	 	•	 	In the event the rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date then the Commercial Paper Rate will be the Money Market Yield
(as defined below) on the Commercial Paper Rate Interest Determination Date of the rate
for commercial paper having the Index Maturity specified on the face hereof, as
published in H.15 Daily Update, or the other recognized electronic source used for the
purpose of displaying the rate under the caption “Commercial Paper — Non-Financial.”
An Index Maturity of one month will be deemed equivalent to an Index Maturity of 30
days and an Index Maturity of three months will be deemed to be equivalent to an Index
Maturity of 90 days.
	 
	 	•	 	If by 3:00 P.M., New York City time, on the related Calculation Date, the rate is
not yet published in H.15(519), H15 Daily Update or another other recognized electronic
source, then the Commercial Paper Rate on the Interest Determination Date will be
calculated by the Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time,
on the Commercial Paper Rate Interest Determination Date of three leading dealers
United States dollar commercial paper in The City of New York (which may include one or
more of the agents or their affiliates). The quotations will be selected by the
Calculation Agent for commercial paper having the Index Maturity designated on the face
hereof placed for an industrial issuer whose bond rating is “AA,” or the equivalent,
from a nationally recognized rating agency.
	 
	 	•	 	If the dealers selected by the Calculation Agent are not quoting as provided above,
the Commercial Paper Rate will be that Commercial Paper Rate in effect on the
Commercial Paper Rate Interest Determination Date.





          “Money Market Yield” means a yield (expressed as a percentage rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) calculated by
the following formula:




	 	 	 	 	 	 	 	 	 
	Money Market Yield

	 	=
	 	D x 360
	 	×
	 	100
	 	 	 
	 	 	360 — (D x M)	 	 







where “D” is the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and “M”
refers to the actual number of days in the applicable Interest Reset
Period.



 









 





Determination of Eleventh District Cost of Funds Rate




          If the Interest Rate Basis with respect to this Security is the Eleventh District Cost of
Funds Rate, such rate shall be determined by the Calculation Agent in accordance with the following
provisions:




          “Eleventh District Cost of Funds Rate” means the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which the Eleventh District
Cost of Funds Rate Interest Determination Date (as defined below) falls, as set forth under the
caption “11th Dist COFI” on Reuters (or any successor service) on page COFI/ARMS (or any other page
as may replace the specified page on that service) (“Reuters Page COFI/ARMS”) as of 11:00 A.M., San
Francisco time, on the Eleventh District Cost of Funds Rate Interest Determination Date.




          An Interest Determination Date relating to an Eleventh District Cost of Funds Rate Note or any
Floating Rate Note for which the interest rate is determined with reference to the Eleventh
District Cost of Funds Rate will be referred to herein as an “Eleventh District Cost of Funds Rate
Interest Determination Date.”




          The following procedures will be followed if the Eleventh District Cost of Funds Rate cannot
be determined as described above:





	 	•	 	If the rate does not appear on Reuters Page COFI/ARMS on any related Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of
Funds Rate for the Eleventh District Cost of Funds Rate Interest Determination Date
will be the monthly weighted average costs of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”)
by the Federal Home Loan Bank of San Francisco as the cost of funds for the calendar
month immediately preceding the date of the announcement.
	 
	 	•	 	If the Federal Home Loan Bank of San Francisco fails to announce the rate for the
calendar month immediately preceding the Eleventh District Cost of Funds Rate Interest
Determination Date, then the Eleventh District Cost of Funds Rate determined as of the
Eleventh District Cost of Funds Rate Interest Determination Date will be the Eleventh
District Cost of Funds Rate in effect on the Eleventh District Cost of Funds Rate
Interest Determination Date.





Determination of Federal Funds Rate




          If the Interest Rate Basis with respect to this Security is the Federal Funds Rate, such rate
shall be determined by the Calculation Agent in accordance with the following provisions:




          “Federal Funds Rate” means the rate on the date for federal funds as published in H.15(519)
opposite the heading “Federal Funds (Effective)”, as the rate is displayed on Reuters (or any
successor service) on page FEDFUNDS1 under the heading “EFFECT” (or any other page as may replace
the page on the service) (“Reuters Page FEDFUNDS1”).




          An Interest Determination Date relating to a Federal Funds Rate Note or any Floating Rate Note
for which the interest rate is determined with reference to the Federal Funds Rate will be referred
to herein as a “Federal Funds Rate Interest Determination Date.”




          The following procedures will be followed if the Federal Funds Rate cannot be determined as
described above:





	 	•	 	If the rate does not appear on Reuters Page FEDFUNDS1 or is not so published by 3:00
P.M. New York City time, on the related Calculation Date, the rate on the Federal Funds
Rate Interest Determination Date as published in H.15 Daily Update, or the other
recognized electronic source used for the purpose of displaying the rate, under the
caption “Federal Funds (Effective)” will be used.




 









 












	 	•	 	If by 3:00 P.M., New York City time, on the related Calculation Date the rate does
not appear on Reuters Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily
Update or other recognized electronic source, then the Federal Funds Rate on the
Federal Funds Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers of
United States dollar federal funds transactions in The City of New York (which may
include one or more of the agents or their affiliates) selected by the Calculation
Agent prior to 9:00 A.M., New York City time, on that Federal Funds Rate Interest
Determination Date.
	 
	 	•	 	If the brokers selected by the Calculation Agent are not quoting as provided above,
the Federal Funds Rate determined as of the Federal Funds Rate Interest Determination
Date will be the Federal Funds Rate in effect on that Federal Funds Rate Interest
Determination Date.





Determination of LIBOR




          If the Interest Rate Basis with respect to this Security is LIBOR, such rate shall be
determined by the Calculation Agent in accordance with the following provisions:




          An Interest Determination Date relating to a LIBOR Note or any Floating Rate Note for which
the interest rate is determined with reference to LIBOR will be referred to herein as a “LIBOR
Interest Determination Date”.




     (a) Upon a LIBOR Interest Determination Date, the LIBOR rate will be the rate for deposits in
the Designated LIBOR Currency (as defined below) having the Index Maturity specified on the face
hereof, commencing on the Interest Reset Date, that appears on the Designated LIBOR Page (as
defined below) as of 11:00 A.M., London time, on the LIBOR Interest Determination Date.



     (b) With respect to a LIBOR Interest Determination Date on which fewer than two offered
rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page, LIBOR will
be determined according to the procedures described below:




	 	•	 	The Calculation Agent will request the principal London offices of each of four
major reference banks (which may include affiliates of the agents) in the London
interbank market, as selected by the Calculation Agent, to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR Currency for the
period of the Index Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at approximately
11:00 A.M., London time, on the LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in the Designated LIBOR Currency
in the market at the time.
	 
	 	•	 	If at least two quotations are so provided, then LIBOR on the LIBOR Interest
Determination Date will be the arithmetic mean of the quotations.
	 
	 	•	 	If fewer than two quotations are so provided, then LIBOR on the LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at approximately
11:00 A.M., in the applicable principal financial center, on the LIBOR Interest
Determination Date by three major banks (which may include affiliates of the agents) in
the principal financial center selected by the Calculation Agent for loans in the
Designated LIBOR Currency to leading European banks, having the Index Maturity
specified on the face hereof and in a principal amount that is representative for a
single transaction in the Designated LIBOR Currency in the market at the time.




 









 












	 	•	 	If the banks so selected by the Calculation Agent are not quoting as provided above,
LIBOR determined as of the LIBOR Interest Determination Date will be LIBOR in effect on
that LIBOR Interest Determination Date.





          “Designated LIBOR Currency” means the currency specified on the face hereof as to which LIBOR
shall be calculated or, if no currency is specified on the face hereof, United States dollars.




          “Designated LIBOR Page” means the display on the Reuters 3000 Xtra Service (or any successor
service) on the “LIBOR 01” page or “LIBOR 02” page, as specified on the face hereof (or any other
page as may replace the page on the service) for the purpose of displaying the London interbank
rates of major banks for the Designated LIBOR Currency.




Determination of Prime Rate




          If the Interest Rate Basis with respect to this Security is the Prime Rate, such rate shall be
determined by the Calculation Agent in accordance with the following provisions:




          “Prime Rate” means the rate on the date as published in H.15(519) under the heading “Bank
Prime Loan.”




          An Interest Determination Date relating to a Prime Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Prime Rate will be referred to herein
as a “Prime Rate Interest Determination Date.”




          The following procedures will be followed if the Prime Rate cannot be determined as described
above:





	 	•	 	If the rate is not published in H.15(519) prior to 3:00 P.M., New York City time, on
the related Calculation Date, the rate on the Prime Rate Interest Determination Date as
published in H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the rate, under the caption “Bank Prime Loan” will be used.
	 
	 	•	 	If the rate is not published prior to 3:00 P.M., New York City time, on the related
Calculation Date, in H.15(519), or H.15 Daily Update or another recognized electronic
source, then the Prime Rate will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Page USPRIME1 (as defined
below) as the bank’s prime rate or base lending rate as in effect for that Prime Rate
Interest Determination Date, as determined by the Calculation Agent.
	 
	 	•	 	If fewer than four rates appear on the Reuters Page USPRIME1 for the Prime Rate
Interest Determination Date, the Prime Rate will be calculated by the Calculation Agent
and will be the arithmetic mean of the prime rates or base lending rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as of the
close of business on the Prime Rate Interest Determination Date by three major banks in
The City of New York (which may include affiliates of the agents) selected by the
Calculation Agent.
	 
	 	•	 	If the banks or trust companies selected are not quoting as provided above, the
Prime Rate determined for the Prime Rate Interest Determination Date will be that Prime
Rate in effect on the Prime Rate Interest Determination Date.





          “Reuters Page USPRIME1” means the display on the Reuters 3000 Xtra Service, on the “USPRIME1”
page (or the other page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).




 









 








Determination of Treasury Rate




          If the Interest Rate Basis with respect to this Security is the Treasury Rate, such rate shall
be determined by the Calculation Agent in accordance with the following provisions:




          An Interest Determination Date relating to a Treasury Rate Note or any Floating Rate Note for
which the interest rate is determined by reference in the Treasury Rate shall be referred to herein
as a “Treasury Rate Interest Determination Date.”




          “Treasury Rate” means:





(1) the rate from the auction held on the Treasury Rate Interest Determination Date
(the “Auction”) of direct obligations of the United States (“Treasury Bills”) having
the Index Maturity specified on the face hereof under the caption “INVEST RATE” on
the display on Reuters (or any successor service) on page USAUCTION10 (or any other
page as may replace that page on that service) (“Reuters Page USAUCTION10”) or page
USAUCTION11 (or any other page as may replace that page on that service) (“Reuters
Page USAUCTION11”), or




(2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Bond Equivalent Yield (as defined
below) of the auction rate of the applicable Treasury Bills as announced by the
United States Department of the Treasury, or




(3) if the rate referred to in clause (2) is not so announced by the United States
Department of the Treasury, or if the Auction is not held, the Bond Equivalent
Yield of the rate on the Treasury Rate Interest Determination Date of the applicable
Treasury Bills as published in H.15(519) under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market”, or




(4) if the rate referred to in clause (3) not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the Treasury Rate Interest
Determination Date of the applicable Treasury Bills as published in H.15 Daily
Update, or another recognized electronic source used for the purpose of displaying
the applicable rate, under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market”, or




(5) if the rate referred to in clause (4) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the Treasury Rate Interest
Determination Date calculated by the Calculation Agent as the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on that Treasury Rate Interest Determination Date, of
three primary United States government securities dealers (which may include the
agents or their affiliates) selected by the Calculation Agent, for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified on
the face hereof, or




(6) if the dealers so selected by the Calculation Agent are not quoting as mentioned
in clause (5), the Treasury Rate in effect on the Treasury Rate Interest
Determination Date.



          “Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance
with the following formula:




	 	 	 	 	 	 	 	 	 
	Bond Equivalent Yield

	 	=
	 	D x N
	 	×
	 	100
	 	 	 
	 	 	360 — (D x M)	 	 





where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount
basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to
the actual number of days in the applicable Interest Reset Period.




 









 








          Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any, shown on the face hereof.
The Calculation Agent shall calculate the interest rate on this Security in accordance with the
foregoing on each Interest Determination Date.




          The interest rate on this Security will in no event be higher than the maximum rate permitted
by New York or California law as the same may be modified by the United States law of general
applicability.




          The Calculation Agent will, upon the request of the Holder of this Security, provide to such
Holder the interest rate hereon then in effect and, if different, the interest rate which will
become effective as of the next applicable Interest Reset Date.




          If any Interest Payment Date specified on the face hereof would otherwise be a day that is not
a Business Day, the Interest Payment Date shall be postponed to the next day that is a Business
Day, except that if (1) the rate of interest on this Security shall be determined in accordance
with the provisions of the heading “Determination of LIBOR” above, and (2) such Business Day is in
the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding
Business Day. “Business Day” means any day that is not a Saturday or Sunday and that, in The City
of New York (and, if the rate of interest on this Security shall be determined in accordance with
the provisions of the heading “Determination of LIBOR” above, the City of London), is not a day on
which banking institutions are generally authorized or obligated by law to close.




          Interest payments for this Security will include interest accrued from and including the date
of issue or from and including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the Interest Payment Date or Stated Maturity, as the case may be.
Accrued interest hereon from the Original Issue Date or from the last date to which interest hereon
has been paid, as the case may be, shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day from the Original Issue Date or from the last date to which
interest shall have been paid, as the case may be, to the date for which accrued interest is being
calculated. The interest factor for each such day shall be computed by dividing the interest rate
(expressed as a decimal) applicable to such day by 360, in case the Interest Rate Basis of this
Security is the CD Rate, Commercial Paper Rate, Eleventh District Cost of Funds Rate, Federal Funds
Rate, Prime Rate or LIBOR, or by the actual number of days in the year in the case the Interest
Rate Basis of this Security is the CMT Rate or the Treasury Rate.




          On each Optional Reset Date, if any, specified on the face hereof, the Company has the option
to reset the Spread and the Spread Multiplier. If no date or dates for such reset are set forth on
the face hereof, this Security will not be subject to such reset. The Company may exercise such
option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date. Not later than 40 days prior to such Optional Reset Date, the Trustee will
mail to the Holder hereof a notice (the “Reset Notice”), first class, postage prepaid. The Reset
Notice will indicate whether the Company has elected to reset the Spread or Spread Multiplier and
if so, (1) such new Spread or Spread Multiplier, as the case may be; and (2) the provisions, if
any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date
or, if there is no such next Optional Reset Date, to Stated Maturity (each such period a
“Subsequent Interest Period”), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during such Subsequent Interest
Period.




          Notwithstanding the foregoing, the Company may, at its option, revoke the Spread or Spread
Multiplier as provided for in the Reset Notice, and establish a Spread or Spread Multiplier that is
higher (or lower if this Security is designated an Inverse Floating Rate Note) than the Spread or
Spread Multiplier provided for in the relevant Reset Notice for the Subsequent Interest Period
commencing on such Optional Reset Date, by causing the Trustee to mail, not later than 20 days
prior to an Optional Reset Date (or, if the day is not a Business Day, on the immediately
succeeding Business Day), a notice of such new Spread or Spread Multiplier to the Holder hereof.
Such notice will be irrevocable. The Company must notify the Trustee of its intentions to revoke
such Reset Notice at least 25 days prior to such Optional Reset Date. If the Spread or Spread
Multiplier hereof is reset on an Optional Reset Date and the Holder hereof has not tendered this
Security for repayment (or has validly revoked any such

 









 








tender) pursuant to the next succeeding paragraph, such Holder will bear such new Spread or Spread
Multiplier for the Subsequent Interest Period.




          If the Company elects to reset the Spread or Spread Multiplier as described above, the Holder
hereof will have the option to elect repayment hereof by the Company on any Optional Reset Date at
a price equal to the aggregate principal amount hereof outstanding on, plus any interest accrued
to, such Optional Reset Date. In order to exercise such option, the Holder hereof must follow the
procedures set forth below for optional repayment, except that (1) the period for delivery of this
Security or notification to the Trustee will be at least 25 but not more than 35 days prior to such
Optional Reset Date and (2) a Holder who has tendered for repayment pursuant to a Reset Notice may,
by written notice to the Trustee, revoke any such tender until the close of business on the tenth
day prior to such Optional Reset Date.




          The Company may extend the Stated Maturity of this Security for the number of periods of whole
years from one to five, if any, specified on the face hereof under Extension Periods up to but not
beyond the Final Maturity Date specified on the face hereof. If no period or periods for such
extension are set forth on the face hereof, this Security will not be subject to such extension and
will finally mature on the Stated Maturity specified on the face hereof. The Company may exercise
such option by notifying the Trustee of such exercise at least 45 but not more than 60 days prior
to the old Stated Maturity. Not later than 40 days prior to the old Stated Maturity, the Trustee
will mail to the Holder hereof a notice (the “Extension Notice”), first class, postage prepaid.
The Extension Notice will set forth (1) the election of the Company to extend the Stated Maturity;
(2) the new Stated Maturity; (3) the Spread or Spread Multiplier applicable to the Extension
Period; and (4) the provisions, if any, for redemption during the Extension Period, including the
date or dates on which or the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by such Trustee of an Extension
Notice to the Holder hereof, the Stated Maturity shall be extended automatically, and, except as
modified by the Extension Notice and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Extension Notice.




          Notwithstanding the foregoing, not later than 20 days prior to the old Stated Maturity, the
Company may, at its option, revoke the Spread or Spread Multiplier provided for in the Extension
Notice and establish a higher (or lower if this Security is designated an Inverse Floating Rate
Note) Spread or Spread Multiplier for the Extension Period, by causing the Trustee to mail notice
of such new Spread or Spread Multiplier, as the case may be, first class, postage prepaid, to the
Holder hereof. Such notice will be irrevocable. In such case, this Security will bear such new
Spread or Spread Multiplier for the Extension Period, whether or not tendered for repayment.




          If the Company extends the Stated Maturity, the Holder hereof will have the option to elect
repayment hereof by the Company on the old Stated Maturity at a price equal to the principal amount
hereof, plus any interest accrued and unpaid to such date. In order to exercise such option, the
Holder hereof must follow the procedures set forth for optional repayment, except that (1) the
period for delivery of this Security or notification to the Trustee will be at least 25 but not
more than 35 days prior to the old Stated Maturity and (2) a Holder who has tendered for repayment
pursuant to an Extension Notice may, by written notice to the Trustee, revoke any such tender for
repayment until the close of business on the tenth day before the old Stated Maturity.




          Unless otherwise indicated on the face of this Security, this Security may not be redeemed
prior to Stated Maturity. If so indicated on the face of this Security, this Security may be
redeemed, at the option of the Company, on any date on or after the date set forth on the face
hereof, either in whole or from time to time in part at a redemption price equal to 100% of the
principal amount redeemed, together with interest accrued and unpaid thereon to the date of
redemption. Notice of redemption shall be mailed to the Holders of the Securities designated for
redemption at their addresses as the same shall appear in the Security Register not less than 30
and not more than 60 days prior to the date of redemption, subject to all the conditions and
provisions of the Indenture. In the event of any redemption, the Company will not be required to
(1) issue, register the transfer of, or exchange any Security during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed and ending at the
close of business on the date of mailing of the relevant notice of redemption or (2) register the
transfer or exchange of any Security, or any portion thereof, called for redemption, except the
unredeemed portion of any




 









 







Security being redeemed in part. Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the Holder upon the cancellation hereof.




          If so provided on the face of this Security, the Security will be subject to repayment at the
option of the Holder on the date or dates so indicated on the face hereof. If no date or dates for
such repayment are set forth on the face hereof, this Security will not be repayable at the option
of the Holder prior to Stated Maturity. On an optional repayment date, if any, this Security will
be repayable in whole or in part in increments of $1,000 at the option of the Holder at a price
equal to 100% of the principal amount to be repaid, together with interest thereon payable to the
date of repayment, if not more than 60 nor less than 30 days prior to the date or dates of
repayment set forth on the face hereof, the Company receives either (a) the Security with the form
entitled “Option to Elect Repayment” on the reverse of the Security duly completed or (b) a
telegram, telex, facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in
the United States of America stating the name of the Holder of the Security, the principal amount
of the Security, the amount of the Security to be repaid, a statement that the option to elect
repayment is being exercised, and a guarantee that the Security to be repaid with the form entitled
“Option to Elect Repayment” on the reverse of the Security duly completed will be received by the
Company within five Business Days after the date of the telegram, telex, facsimile transmission or
letter, and the security and form duly completed are so received by the Company. Any notice of
this effect received by the Company will be irrevocable. The final and binding determination of
all questions as to the validity, eligibility (including time of receipt) and acceptance of this
Security for repayment will be made by the Company. In the event of repayment of this Security in
part only, a new Security for the unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.




          If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of the series may be declared due and payable in the
manner and with the effect provided in the Indenture.




          Unless otherwise specified on the face hereof, if (1) this Security is issued with original
issue discount (as defined in the Internal Revenue Code of 1986, as amended)( the “Code”), and (2)
the principal hereof is declared to be due and payable immediately, the amount of principal due and
payable with respect hereto shall be limited to the Principal Amount hereof multiplied by the sum
of the Issue Price hereof (expressed as a percentage of the Principal Amount hereof); plus the
aggregate portions of the original issue discount (consisting of the excess of the amounts
considered as part of the “stated redemption price at maturity” of the Security within the meaning
of Section 1273(a)(2) of the Code, whether denominated as principal or interest, over the Issue
Price), which have accrued pursuant to Section 1272 of the Code (without regard to Section
1272(a)(7) of the Code) from the date of issuance of the Security to the date of determination; and
minus any amount paid from the date of issuance up to the date of determination which is considered
part of the “stated redemption price at maturity” of the Security.




          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 not less than a majority in principal amount of the
Securities at the time outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal amount of the
outstanding Securities of any 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 Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Security at the times, places and rate, and
in the coin or currency, herein prescribed. However, the Indenture limits Holder’s rights to
enforce the Indenture and this Security.




 









 








          This Security is exchangeable only if (1) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at any time the
Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depositary is not appointed within the time specified in the Indenture, or
(2) the Company in its sole discretion determines that all Global Securities of the same series as
this Security shall be exchangeable for definitive Securities of differing denominations
aggregating a like amount in registered form. If this Security is exchangeable pursuant to the
preceding sentence, it shall be exchangeable for definitive Securities of differing denominations
aggregating a like amount in registered form in denominations of $1,000 and integral multiples of
$1,000 in excess thereof, bearing interest at the same rate or pursuant to the same formula, having
the same date of issuance, redemption provisions, if any, Stated Maturity and other terms.




          The Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in
this Security unless such beneficial interest is in an amount equal to $1,000 or an integral
multiple of $1,000 in excess thereof. The Depositary, by accepting this Security, agrees to be
bound by such provision.




          No service charge shall 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 Security 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
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue and none of the Company, the Trustee or any such agent shall be affected by notice to the
contrary.




          All percentages resulting from any calculation on this Security will be rounded to the nearest
one hundred-thousandth, with five one-millionths rounded upwards
(e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation on this Security will be rounded to the nearest cent (with one-half cent
being rounded upwards).




          THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.




          All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.





 









 





          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 	 
	 	 	 	 
	 
	 	
President 	 
	 



Attest:




 


                        Secretary





          Unless the certificate of authentication hereon has been executed by Deutsche Bank Trust
Company Americas, 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:




	 	 	 	 	 
	 	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

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.
















 






          OPTION TO ELECT REPAYMENT




          The undersigned hereby irrevocably requests and instructs the Company to repay the within
Security (or portion thereof specified below) pursuant to its terms at a price equal to the
principal amount thereof, together with interest to the repayment date, to the undersigned.




          The undersigned acknowledges that for the within Security to be repaid, the Company must
receive at the offices or agencies of the Trustee in The City of New York, during the period
specified in this Security (1) the Security with this “Option to Elect Repayment” form duly
completed, or (2) a telegram, telex, facsimile or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the Holder of the Security, the
principal amount of the Security, the amount of the Security to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid
with the “Option to Elect Repayment” form duly completed will be received by the Company not later
than five Business Days after the date of such telegram, telex, facsimile transmission or letter
and such Security and form duly completed are received by the Company by such fifth Business Day.
Any such notice received by the Company during the period specified in this Security shall be
irrevocable.




          If less than the entire principal amount of the within Security is to be repaid, specify the
portion thereof (which shall be $1,000 or an integral multiple thereof) which the Holder elects to
have repaid: $________; and specify the denomination or denominations (which shall be $1,000
or an integral multiple thereof) of the Security or Securities to be issued to the Holder for the
portion of the within Security not being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid): $________.




Dated:



	 	 	 
	 

	 	 
	 

	 	Note: The signature to this Option to Elect
Repayment must correspond with the name as it appears
upon the face of the within Security in every
particular without alteration or enlargement or any
change whatever.