<PAGE>
Exhibit 1.1
April 23, 2004
ABN AMRO Incorporated
Deutsche Bank Securities Inc.
55 East 52nd Street
60 Wall Street
New York, New York 10055
New York, New York 10005
Banc of America Securities LLC
HSBC Securities (USA) Inc.
100 North Tryon Street, 8th Floor
452 Fifth Avenue, Tower 10
Charlotte, North Carolina 28255
New York, New York 10018
Banc One Capital Markets, Inc.
J.P. Morgan Securities Inc.
1 Bank One Plaza, 8th Floor
270 Park Avenue, 7th Floor
Chicago, Illinois 60670
New York, New York 10017
Barclays Capital Inc.
Lehman Brothers Inc.
200 Park Avenue
745 Seventh Avenue
New York, New York 10166
New York, New York
10019
BNY Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner & Smith
One Wall Street, 18th Floor
Incorporated
New York, New York 10286
4 World Financial Tower
New York, New York
10080
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies & Gentlemen:
International Lease Finance Corporation, a California
corporation (the "Company"), has entered
into a Distribution Agreement, dated
November 7, 2003 (the "Distribution
Agreement"), with you (with the exception of
Barclays Capital Inc. and BNY Capital
Markets, Inc.) with respect to the
issuance and sale by the Company of up to
an aggregate principal amount of
$1,000,000,000 of Medium-Term Notes, Series
P (the "Notes"), due from nine
months to 30 years from the date of issue.
The Company proposes to increase the
aggregate principal amount of the Notes
that can be issued to $1,500,000,000.
The Company desires to amend the
Distribution Agreement to provide that it shall
apply to the additional aggregate principal
amount of the Notes to
<PAGE>
be issued. In addition, the Company desires
to amend the Distribution Agreement
to add Barclays Capital Inc. and BNY
Capital Markets, Inc. as "Agents" under the
Distribution Agreement.
Accordingly, this will confirm the Company's agreement with
you that Schedule I attached to the
Distribution Agreement is hereby amended and
restated as provided in Schedule I attached
hereto and that Exhibit A to the
Distribution Agreement is hereby amended
and restated as provided in Exhibit A
attached hereto. All references to the
Notes in the Distribution Agreement shall
hereinafter refer to the $1,500,000,000
aggregate principal amount of the Notes.
In addition, this will confirm the Company's agreement with
you that Barclays Capital Inc. and BNY
Capital Markets, Inc. shall be added as
"Agents" under the Distribution Agreement
and shall be considered a party to the
Distribution Agreement for all purposes. In
addition, it is agreed that that all
references to "Agent" or "Agents" in the
Distribution Agreement shall now
additionally refer to Barclays Capital Inc.
and BNY Capital Markets, Inc., as
appropriate.
Except as provided herein, the terms and conditions of the
Distribution Agreement shall remain in full
force and effect.
[remainder of page intentionally left blank]
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us
the enclosed duplicate hereof,
whereupon this letter and your acceptance
shall represent a binding agreement
among you and the Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ Alan H. Lund
------------------------------------
Name: Alan H. Lund
Title: Vice Chairman and
Chief Financial Officer
The foregoing Agreement is hereby
confirmed
and accepted as of the date first above
written:
ABN AMRO Incorporated
BARCLAYS CAPITAL INC.
By: /s/ MARK BURSTEIN
By: /s/ PAMELA KENDALL
-----------------------------------
------------------------------
Name: Mark Burstein
Name: Pamela Kendall
Title: Assistant Vice
President
Title: Director
BANC OF AMERICA SECURITIES LLC
BNY CAPITAL MARKETS, INC.
By: /s/ LILY CHANG
By: /s/ CARMINE URCIUOLI
-----------------------------------
------------------------------
Name: Lily Chang
Name: Carmine Urciuoli
Title: Principal
Title: Managing Director
BANC ONE CAPITAL MARKETS, INC.
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ROB NORDLINGER
By: /s/ MARTHA BAILEY
-----------------------------------
------------------------------
Name: Rob Nordlinger
Name: Martha Bailey
Title: Managing
Director
Title: Senior Vice President
DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
By: /s/ MARC FRATEPIETRO
By: /s/ MARTIN GOLDBERG
-----------------------------------
-------------------------------
Name: Marc Fratepietro
Name: Martin Goldberg
Title: Director
Title: Senior Vice President
By: /s/ CHRISTOPHER T. WHITMAN
-----------------------------------
Name: Christopher T.
Whitman
Title: Managing Director
<PAGE>
HSBC SECURITIES (USA) INC.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ PATTY BAYER
By: /s/ SCOTT G. PRIMROSE
-----------------------------------
------------------------------
Name: Patty Bayer
Name: Scott G. Primrose
Title: Senior Vice
President
Title: Authorized Signatory
J.P. MORGAN SECURITIES INC.
By: /s/ CARL J. MEHLDAU JR.
------------------------------------
Name: Carl J. Mehldau
Jr.
Title: Vice President
<PAGE>
SCHEDULE I
Registration Statement No. 333-106320
Amount of the Notes: $1,500,000,000
Amount of the Securities: $5,000,000,000
The Company agrees to pay ABN AMRO Incorporated, Banc of
America Securities LLC, Banc One Capital
Markets, Inc., Barclays Capital Inc.,
BNY Capital Markets, Inc., Citigroup Global
Markets Inc., Deutsche Bank
Securities Inc., HSBC Securities (USA)
Inc., J.P. Morgan Securities Inc., Lehman
Brothers Inc., and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
(individually, an "Agent") a commission
equal to the following percentage of the
principal amount of each Note sold by such
Agent:
<TABLE>
<CAPTION>
Term
Commission Rate
----
---------------
<S>
<C>
From 9 months to less than one year
.125%
From one year to less than 18 months
.150%
From 18 months to less than 2 years
.200%
From 2 years to less than 3 years
.250%
From 3 years to less than 4 years
.350%
From 4 years to less than 5 years
.450%
From 5 years to less than 6 years
.500%
From 6 years to less than 7 years
.550%
From 7 years to less than 10 years
.600%
From 10 years to less than 15 years
.625%
From 15 years to less than 20 years
.700%
From 20 years to 30 years
.750%
</TABLE>
<PAGE>
Address for Notice to Agents:
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
Attn: Vinny Murray, Medium-Term Note
Department
Telecopy number: (212) 409-5256
Telephone number: (212) 409-7553
Banc of America Securities LLC
100 North Tryon Street, 8th Floor
Charlotte, North Carolina 28255
Attention: Medium Term Note Department
Telecopy number: (704) 388-9939
Telephone number: (704) 388-4809
with a copy to:
Lily Chang
Banc of America Securities LLC
9 West 57th Street, 2nd Floor Mezzanine
New York, New York
10019
Telecopy number: (212) 847-5184
Telephone number: (212) 847-6466
Banc One Capital Markets, Inc.
1 Bank One Plaza, 8th Floor
Chicago, Illinois 60670
Attn: Medium-Term Note Department
Telecopy number: (312) 732-4773
Telephone number: (312) 732-6047
Barclays Capital Inc.
200 Park Avenue
New York, New York 10166
Attn: MTN Trading
Telecopy number: (212) 412-6980
Telephone number: (212) 412-7305
BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, New York 10286
Telephone number: (212) 635-8060
with a copy to:
Carmine R. Urciuoli
BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, New York 10286
Telecopy number: (212) 635-8059
Telephone number: (212) 635-1695
<PAGE>
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attn: Medium-Term Note Department
Telecopy number: (212) 783-2274
Telephone number: (212) 783-7000
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Medium-Term Note Desk
Telecopy number: (212) 797-2202
Telephone number: (212) 250-5195
HSBC Securities (USA) Inc.
452 Fifth Avenue, Tower 10
New York, New York 10018
Attn: Medium-Term Note Department
Telecopy number: (212) 525-0238
Telephone number: (212) 525-3031
J.P. Morgan Securities Inc.
270 Park Avenue, 7th Floor
New York, New York 10017
Attn: Transaction Execution Group
Telecopy number: (212) 834-6702
Telephone number: (212) 834-5710
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Fixed Income Syndicate/Medium Term
Note Desk
Telecopy number: (212) 526-9664
Telephone number: (212) 526-0943
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center, Floor 15
New York, New York 10080
Attn: MTN Product Management
Telecopy number: (212) 449-2234
Telephone number: (212) 449-7476
Securities to be delivered by book-entry
transfer.
<PAGE>
Exhibit A
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(DATED AS OF APRIL 23, 2004)
Medium-Term Notes, Series P (the "Notes"), in the aggregate
principal amount of up to U.S.
$1,500,000,000 are to be offered on a continuing
basis by International Lease Finance
Corporation (the "Company") through ABN
AMRO Incorporated, Banc of America
Securities LLC, Banc One Capital Markets,
Inc., Barclays Capital Inc., BNY Capital
Markets, Inc., Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc., J.P. Morgan
Securities Inc., Lehman Brothers Inc., and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, who, as agents (each an
"Agent," and, collectively, the "Agents"),
have agreed to use their best efforts to
solicit offers to purchase the Notes
from the Company. The Agents may also
purchase Notes as principal for resale.
The Notes are being sold pursuant to a Distribution Agreement,
dated November 7, 2003, as amended through
April 23, 2004 (the "Distribution
Agreement"), by and between the Company and
the Agents. The Notes will be issued
pursuant to an Indenture (the "Indenture"),
dated as of November 1, 2000,
between the Company and The Bank of New
York, as trustee (the "Trustee"), as
amended. A Registration Statement (the
"Registration Statement", which term
shall include any additional registration
statements filed in connection with
the Notes as provided in the introductory
paragraph of the Distribution
Agreement) with respect to the Notes has
been filed with the Securities and
Exchange Commission (the "Commission"). The
most recent basic Prospectus
included in the Registration Statement, as
supplemented with respect to the
Notes, is herein referred to as the
"Prospectus Supplement." The most recent
supplement to the Prospectus with respect
to the specific terms of the Notes is
herein referred to as the "Pricing
Supplement."
The Notes will either be issued (a) in book-entry form and
represented by one or more fully registered
Notes (each, a "Book-Entry Note")
delivered to the Trustee, as agent for The
Depository Trust Company ("DTC"), and
recorded in the book-entry system
maintained by DTC, or (b) in certificated form
delivered to the purchaser thereof or a
person designated by such purchaser.
Owners of beneficial interests in Notes
issued in book-entry form will be
entitled to physical delivery of Notes in
certificated form equal in principal
amount to their respective beneficial
interests only upon certain limited
circumstances described in the
Prospectus.
General procedures relating to the issuance of all Notes are
set forth in Part I hereof. Additionally,
Notes issued in book-entry form will
be issued in accordance with the procedures
set forth in Part II hereof and
Notes issued in certificated form will be
issued in accordance with the
procedures set forth in Part III hereof.
Capitalized terms used herein that are
not otherwise defined shall have the
meanings ascribed thereto in the Indenture
or the Notes, as the case may be.
<PAGE>
PART I: PROCEDURES
OF GENERAL
APPLICABILITY
Date of Issuance/
Each Note will be dated as of the date of its
Authentication:
authentication by the Trustee. Each Note shall
also bear an original issue date (the "Original
Issue Date"). The Original Issue Date shall remain
the same for all Notes subsequently issued upon
transfer, exchange or substitution of an original
Note regardless of their dates of authentication.
Maturities:
Each Note will mature on a date selected by the
purchaser and agreed to by the Company which is
not less than nine months from its Original Issue
Date; provided, however, that Notes bearing
interest at rates determined by reference to
selected indices ("Floating Rate Notes") will
mature on an Interest Payment Date.
Registration:
Notes will be issued only in fully registered
form.
Calculation of Interest: In the
case of Notes bearing interest at fixed
rates ("Fixed Rate Notes") interest (including
payments for partial periods) will be calculated
and paid on the basis of a 360-day year of twelve
30-day months. In the case of Floating Rate Notes,
interest will be calculated and paid on the basis
of the actual number of days in the interest
period divided by 360 for CD Rate, Commercial
Paper Rate, Eleventh District Cost of Funds Rate,
Federal Funds Rate, Prime Rate or LIBOR Notes and
on the basis of the actual number of days in the
interest period divided by the actual number of
days in the year for CMT Rate or Treasury Rate
Notes.
Acceptance and
The Company shall have the sole right to accept
Rejection of Offers:
offers to purchase Notes from the Company and may
reject any such offer in whole or in part. Each
Agent shall communicate to the Company, orally or
in writing, each reasonable offer to purchase
Notes from the Company received by it. Each Agent
shall have the right, in its discretion reasonably
exercised, without notice to the Company, to
reject any offer to purchase Notes through it in
whole or in part.
Preparation of Pricing
If any offer to purchase a Note is accepted by the
Supplement:
Company,
the Company, with the assistance of the
Agent which presented such offer (the "Presenting
Agent"), will prepare a Pricing file Supplement
reflecting the terms of such Note and such Pricing
Supplement relating to the Notes and the
2
<PAGE>
plan of distribution thereof, if changed (the
"Supplemented Prospectus"), with the Commission in
accordance with Rule 424 under the Securities Act
of 1933, as amended (the "Act"). The Presenting
Agent will cause a stickered Supplemented
Prospectus to be delivered to the purchaser of the
Note.
In addition, the Company shall deliver each
completed Pricing Supplement, via next day mail or
telecopy to arrive no later than 11:00 A.M. on the
Business Day following the trade date, to the
Presenting Agent at the following locations:
If to ABN AMRO Incorporated:
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
Attn: Vinny Murray, Medium-Term Note
Department
Telecopy number: (212) 409-5256
Telephone number: (212) 409-7553
If to Banc of America Securities LLC:
Banc of America Securities LLC
214 North Tryon Street
NC1-027-14-01
Charlotte, North Carolina 28255
Attention: Medium Term
Note Dept.
Telecopy number: (704) 388-9939
Telephone number: (704) 388-4809
with a copy to:
Lily Chang
Banc of America Securities LLC
9 West 57th Street, 2nd Floor
Mezzanine
New York, New York
10019
Telecopy number: (212) 847-5184
Telephone number: (212) 847-6466
3
<PAGE>
If to Banc One Capital Markets, Inc.:
Banc One Capital Markets, Inc.
1 Bank One Plaza, 8th Floor
Chicago, Illinois 60670
Attn: Medium-Term Note Department
Telecopy number: (312) 732-4773
Telephone number: (312) 732-6047
If to Barclays Capital Inc.:
Barclays Capital Inc.
200 Park Avenue
New York, New York
10166
Attn: U.S. Transaction Mgmt.
Telecopy number: (212) 412-7680
Telephone number: (212) 412-7606
with a copy to:
Barclays Capital Inc.
c/o ADP Prospectus
1155 Long Island Avenue
Edgewood, New York 11717
Telecopy: (631) 254-7140
4
<PAGE>
If to BNY Capital Markets, Inc.:
BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, New York 10286
Attn: Christina St.
Juste
Telephone number: (212) 635-8060
with a copy to:
Carmine R. Urciuoli
BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, New York 10286
Telecopy number: (212) 635-8059
Telephone number: (212) 635-1695
If to Citigroup Global Markets Inc:
Citigroup Global Markets Inc.
388 Greenwich Street
New
York, New York 10013
Attn: Medium-Term Note Department
Telecopy number: (212) 783-2274
Telephone number:
(212) 783-7000
If to Deutsche Bank Securities Inc.:
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Medium-Term
Note Desk
Telecopy number: (212) 797-2202
Telephone number: (212) 250-5195
5
<PAGE>
If to HSBC Securities (USA) Inc.:
HSBC Securities (USA) Inc.
452 Fifth Avenue, Tower 10
New York, New York
10018
Attn: Medium-Term Note Department
Telecopy number: (212) 525-0238
Telephone number: (212) 525-3031
If to J.P. Morgan Securities Inc.:
J.P. Morgan Securities Inc.
270 Park Avenue, 7th Floor
New York, New York 10017
Attn: Transaction Execution Group
Telecopy number: (212) 834-6702
Telephone number: (212) 834-5710
If to Lehman Brothers Inc.:
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York
10019
Attention: Fixed Income Syndicate/
Medium Term Note Desk
Telecopy number: (212) 526-9664
Telephone number: (212) 526-0943
also for record keeping purposes,
please send a copy to:
ADP Prospectus Services
For Lehman Brothers Inc.
1155 Long Island Avenue
Edgewood, New York 11717
Attn: Client Services
Desk
Telecopy number: (631)
254-7268
If to Merrill Lynch, Pierce, Fenner &
Smith Incorporated:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
4 World Financial Center, Floor 15
New York, New York 10080
Attn: MTN Product
Management
6
<PAGE>
Telecopy number: (212) 449-2234
Telephone number: (212) 449-7476
In each instance that a Pricing Supplement is
prepared, the Agents will affix the Pricing
Supplement to Supplemented Prospectuses prior to
their use. Outdated Pricing Supplements, and the
Supplemented Prospectuses to which they are
attached (other than those retained for files)
will be destroyed.
Settlement:
The receipt of immediately available funds by the
Company in payment for a Note and the
authentication and delivery of such Note shall,
with respect to such Note, constitute
"settlement." Offers accepted by the Company will
be settled from three to five Business Days after
the Company's acceptance of the offer, or at a
time as
the purchaser and the Company shall agree,
pursuant to the timetable for settlement set forth
in Parts II and III hereof under "Settlement
Procedures" with respect to Book-Entry Notes and
Certificated Notes, respectively. If procedures A
and B of the applicable Settlement Procedures with
respect to a particular offer are not completed on
or before the time set forth under the applicable
"Settlement Procedures Timetable," such offer
shall not be settled until the Business Day
following the completion of settlement procedures
A and B or such later date as the purchaser and
the Company shall agree.
In the event of a purchase of Notes by any Agent
as principal, appropriate settlement details will
be as agreed between the Agent and the Company
pursuant to the applicable Terms Agreement.
Procedure for Changing
When a decision has been reached to change the
Rates or Other Variable
interest rate or any other variable term on any
Terms:
Notes being sold by the Company, the Company will
promptly advise the Agents and the Agents will
forthwith suspend solicitation of offers to
purchase such Notes. The Agents will telephone the
Company with recommendations as to the changed
interest rates or other variable terms. At such
time as the Company advises the Agents of the new
interest rates or other variable terms, the Agents
may resume solicitation of offers to purchase such
Notes. Until such time only "indications of
interest" may be recorded. Immediately after
acceptance by the Company of an offer to purchase
at a new interest rate or new variable term, the
Company, the Presenting Agent and the Trustee
shall follow the
7
<PAGE>
procedures set forth under the applicable
"Settlement Procedures."
Suspension of Solicitation; The Company may instruct the
Agents to suspend
Amendment or Supplement:
solicitation of purchases at any time. Upon
receipt of such instructions the Agents will
forthwith suspend solicitation of offers to
purchase from the Company until such time as the
Company has advised them that solicitation of
offers to purchase may be resumed. If the Company
decides to amend the Registration Statement
(including incorporating any documents by
reference therein) or supplement any of such
documents (other than to change rates or other
variable terms), it will promptly advise the
Agents and will furnish the Agents and their
counsel with copies of the proposed amendment
(including any document proposed to be
incorporated by reference therein) or supplement.
One copy of such filed document, along with a copy
of the cover letter sent to the Commission, will
be delivered or mailed to the Agents at the
following respective addresses:
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
Attn: Medium-Term-Note
Department
Banc of America
Securities LLC
214 North Tryon Street
NC1-027-14-01
Charlotte, North Carolina 28255
Attention: Medium-Term
Note Department
Banc One Capital Markets, Inc.
1 Bank One Plaza, 8th Floor
Chicago, Illinois 60670
Attn: Medium-Term Note
Department
Barclays Capital Inc.
200 Park Avenue
New York, New York
10166
Attn: MTN Trading
BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, New York 10286
Attn: Christina St. Juste
8
<PAGE>
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attn: Medium-Term Note
Department
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attn: Medium-Term Note
Desk
HSBC Securities (USA) Inc.
452 Fifth Avenue, Tower 10
New York, New York
10018
Attention: Medium-Term
Note Department
J.P. Morgan Securities Inc.
270 Park Avenue, 7th Floor
New York,
New York 10017
Attention: Transaction
Execution Group
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York
10019
Attention: Fixed
Income Syndicate/Medium
Term Note Desk
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Tritech Services
44-B Colonial Drive
Piscataway, New Jersey
08854
Attn: Final Prospectus
Unit/
Nachman Kimerling
Telephone: (732) 885-2768
Telecopy: (732) 885-2774/2775/2776
also, for record keeping purposes,
please send a copy to:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center, Floor 15
New York, New York
10080
Attention: MTN Product
Management
In the event that at the time the solicitation of
offers to
9
<PAGE>
purchase from the Company is suspended (other than
to change interest rates or other variable terms)
there shall be any orders outstanding which have
not been settled, the Company will promptly advise
the Agents and the Trustee whether such orders may
be settled and whether copies of the Prospectus as
theretofore amended and/or supplemented as in
effect at the time of the suspension may be
delivered in connection with the settlement of
such orders. The Company will have the sole
responsibility for such decision and for any
arrangements
which may be made in the event that
the Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
Delivery of Prospectus: A
copy of the most recent Prospectus, Prospectus
Supplement and Pricing Supplement must accompany
or precede the earlier of (a) the written
confirmation of a sale sent to a customer or his
agent or (b) the delivery of Notes to a customer
or his agent.
Authenticity of Signatures: The Agents will have no
obligations or liability
to the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee on
any Note.
Documents Incorporated by The Company
shall supply the Agents with an
Reference:
adequate supply of all documents incorporated by
reference in the Registration Statement.
Business Day:
"Business Day" means any day that is not a
Saturday or Sunday, and that, in The City of New
York (and with respect to LIBOR Notes, the City of
London), is neither a legal holiday nor a day on
which banking institutions are authorized or
required by law to close. For Notes the payment of
which is to be made in a currency other than U.S.
dollars or composite currencies (such currency or
composite currency in which a Note is denominated
is the "Specified Currency"), a Business Day will
not be a day on which banking institutions are
authorized or required by law, regulation or
executive order to close in the Principal
Financial Center (as defined below) of the country
issuing such Specified Currency (or, in the case
of EUROs), is not a day that the TARGET System (as
defined below) is not open. However, with respect
to Notes for which LIBOR is an applicable Interest
Rate Basis, the day must be also be a London
Business Day (as defined below). "London Business
Day" means (i) if the currency (including
10
<PAGE>
composite currencie
