<PAGE>
                                                                       Exhibit 4


                          SIXTH SUPPLEMENTAL INDENTURE

            SIXTH SUPPLEMENTAL INDENTURE, dated as of June 2, 2003 (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 terms of the First Supplemental Indenture, dated as of
November 1, 2000, and the Fourth Supplemental Indenture, dated as of November 6,
2002, 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 and the Fifth Supplemental Indenture, dated as of December
27, 2002, 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 the terms of the Third Supplemental Indenture, dated as of
September 26, 2001, between the Company and the Trustee, 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.
<PAGE>
            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, 2014.

            (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, and 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, 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. 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, 2014.

            (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, and 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, 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.
      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.


                                      -2-
<PAGE>
            (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, 2014.

            (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-
<PAGE>
            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/ Pamela S. Hendry
                                                   -----------------------------



Attest:


  /s/ Julie I. Sackman
------------------------------------



                                                U.S. BANK NATIONAL
                                                ASSOCIATION

                                                By:  /s/ P.J. Crowley
                                                   -----------------------------
                                                         P.J. Crowley
                                                         Vice President

Attest:


  /s/ Janet P. O'Hara
------------------------------------
         Janet P. O'Hara
         Assistant Vice President


                                      -4-
<PAGE>
                                                                         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 15, 2004 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,
2005 (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 15, 2004 at a purchase price
equal to 100% of the principal amount thereof, plus accrued but unpaid interest
to but excluding October 15, 2004 (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 8, 2004. 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 15, 2004.

      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 6, 2004.

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 8, 2004, 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


                                       1
<PAGE>
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 9:35 A.M. (NEW
YORK TIME) ON OCTOBER 8, 2004. 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 Treasury bond
            yield determined at or about such time (the "Designated Treasury
            Yield") based on an issue of 10-year Treasury bonds chosen by the
            Calculation Agent (the "Designated Treasury Bonds");

            (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 Treasury Rate Difference applied over the 20
            semi-annual periods from October 15, 2004 to the Maturity Date,
            discounted at the Discount Rate divided by two, where:

                  "Treasury Rate Difference" means the difference between 5.89%
            (the "Initial Treasury Yield") minus the Designated Treasury Yield;
            and

                  "Discount Rate" means the sum of the Designated Treasury Yield
            plus 0.50%; 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


                                       2
<PAGE>
      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 that
            $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 15, 2004 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.


                                       3
<PAGE>
      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 or 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.


                                       4
<PAGE>
                                                                         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.
Interest will be computed and paid on the basis of a 360-day year of twelve
30-day months.

            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 Third Fixed Rate Period" below), then during the period from and including
October 15, 2004 to the Maturity Date, the Notes will bear interest at a fixed
rate calculated as described below (see "Reset of Interest Rate for Third 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 15, 2004 at a
purchase price equal to 100% of the principal amount thereof, plus accrued but
unpaid interest to but excluding October 15, 2004 (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 8, 2004. 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 15, 2004.

            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 6, 2004.

RESET OF INTEREST RATE FOR THIRD 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 8, 2004, 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 15, 2004 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


                                       1
<PAGE>
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 8, 2004. 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 Treasury
            bond yield determined at or about such time (the "Designated
            Treasury Yield") based on an issue of 10-year Treasury bonds chosen
            by the Calculation Agent (the "Designated Treasury Bonds");

                  (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 Treasury Rate Difference applied over
            the 20 semi-annual periods from October 15, 2004 to the Maturity
            Date, discounted at the Discount Rate divided by two, where:

                  "Treasury Rate Difference" means the difference between 5.89%
            (the "Initial Treasury Yield") minus the Designated Treasury Yield;
            and

                  "Discount Rate" means the sum of the Designated Treasury Yield
            plus 0.50%; 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.


                                       2
<PAGE>
            (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 that
            $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 15, 2004 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.


                                       3
<PAGE>
            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 or 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.


                                       4