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EXHIBIT 4.14
INDENTURE SUPPLEMENT XX. 0
XXXXXXXXX XXXXXXXXXX XX. 0, dated as of [March 16, 1998] (the "Indenture
Supplement"), among AIRPLANES LIMITED, a limited liability company incorporated
in Jersey, Channel Islands ("Airplanes Limited"), as issuer of the Notes (the
"Issuer"), AIRPLANES U.S. TRUST, a Delaware business trust created pursuant to
the Airplanes Trust Agreement ("Airplanes Trust"), as guarantor of the Notes
(the "Guarantor" and, together with the Issuer and their respective
subsidiaries, "Airplanes Group") and BANKERS TRUST COMPANY, a New York banking
corporation ("Bankers Trust"), as trustee of each class of Airplanes Limited
Notes (the "Indenture Trustee"), to the Indenture dated as of March 28, 1996,
among the Issuer, the Guarantor and the Trustee (the "Indenture"). Capitalized
terms used herein but not defined herein shall have the meanings given to such
terms in the Indenture.
W I T N E S S E T H:
WHEREAS, the Issuer intends to issue three Subclasses and one class of
Refinancing Notes to refinance the Outstanding Principal Balance of the Subclass
X-0, X-0 and A-3 Notes and the Class B Notes (the "1998 Refinancing") in
accordance with Section 2.07 of the Indenture;
WHEREAS, in accordance with the Indenture, each Subclass or class of the
Refinancing Notes to be issued in the 1998 Refinancing is intended to be
entitled to all the rights and benefits appertaining to the corresponding
Subclass or class of Notes to be refinanced under the Indenture, except as
specified herein or in the forms of such Refinancing Notes;
WHEREAS, the Issuer intends to correct certain errors of a formal, minor or
technical nature in the Indenture in connection with the 1998 Refinancing in
accordance with Section 9.02 of the Indenture; and
WHEREAS, all of the conditions and requirements necessary to make this
Indenture Supplement, when duly executed and delivered, a legal, valid and
binding instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Indenture Supplement in the form and with the terms hereof have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises herein, it is agreed among
the Issuer, the Guarantor and the Indenture Trustee as follows:
ARTICLE I
MODIFICATIONS
Section 1.01. Modifications. The Indenture is, effective as of the date
hereof, hereby modified as follows:
(a) Article I. (i) The following definitions shall be modified to read
as follows:
"Amortizing Notes" means the Subclass A-5 Notes, the Subclass A-6
Notes, the Class B Notes and each other class or Subclass of Refinancing
Airplanes Group Notes designated as such in the form of such Refinancing
Airplanes Group Notes.
"Class A Minimum Principal Payment Amount" means (i) on any Payment
Date with respect to the Subclass A-5 Airplanes Group Notes, (ii) on any
Payment Date after the payment in full of the Subclass A-5 Airplanes Group
Notes with respect to the Subclass A-6 Airplanes Group Notes and (iii) on
any Payment Date following the relevant Amortization Commencement Date, if
applicable, with respect to each Subclass of Soft Bullet Notes, in each
case to the extent that any amount remains Outstanding thereon, the
difference, if positive, between the aggregate Outstanding Principal
Balance of the Class A Airplanes Group Notes and the Class A Target
Principal Balance on such Payment Date; provided that, if on any Payment
Date the Outstanding Principal Balance of the Class A Airplanes Group Notes
is greater than the Adjusted Portfolio Value, then the "Class A Minimum
Principal Payment
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Amount" shall be equal to the difference between the Outstanding Principal
Balance of the Class A Airplanes Group Notes and the Class A Adjusted
Balance.
"Class A Supplemental Principal Payment Amount" means (i) on any
Payment Date with respect to the Subclass A-5 Airplanes Group Notes, (ii)
on any Payment Date after the payment in full of the Subclass A-5 Airplanes
Group Notes with respect to the Subclass A-6 Airplanes Group Notes and
(iii) on any Payment Date following the relevant Amortization Commencement
Date, if applicable, with respect to each Subclass of Soft Bullet Notes, in
each case to the extent that any amount remains Outstanding thereon, the
difference, if positive, between (A) the Outstanding Principal Balance of
the Class A Airplanes Group Notes (after giving effect to the payment of
the Class A Minimum Principal Payment Amount and any Class A Principal
Adjustment Amount to be made on such Payment Date) and (B) the Class A
Supplemental Principal Balance on such Payment Date.
"Class B Certificates" means the Class B Pass Through Certificates due
March 15, 2019, issued by the Class B Pass Through Trust in the initial
aggregate principal amount of $[337,000,000], including any certificate
issued in replacement or substitution therefor, and any Refinancing
Certificate issued to refinance any such Class B Certificates, in each case
ranking pari passu in order of payment priority with the Class B
Certificates.
"Class B Notes" means the Class B Notes due March 15, 2019, of the
Issuer in an initial aggregate principal amount of $ -- , including any
note issued in replacement or substitution therefor, and any Refinancing
Note issued to refinance any such Class B Note, in each case ranking pari
passu in order of payment priority with the Class B Notes, substantially in
the form attached as Exhibit B hereto.
"Class B Pass Through Trust Agreement" means the Class B Pass Through
Trust Agreement dated as of March 16, 1998, among the Issuer, the Guarantor
and Bankers Trust, as trustee.
"Floating Rate Redemption Price" means (i) with respect to the
Subclass A-1 Airplanes Group Notes, the Subclass A-2 Airplanes Group Notes,
the Subclass A-3 Airplanes Group Notes and the Subclass A-4 Airplanes Group
Notes, (A) prior to the Premium Expiration Date applicable thereto, 102% of
the Outstanding Principal Balance of the portion of such Subclass of Notes
being redeemed, and (B) on or after the Premium Expiration Date applicable
thereto, the Outstanding Principal Balance of the portion of such Subclass
of Notes being redeemed, without Premium and (ii) with respect to the
Subclass A-5 Airplanes Group Notes, the Outstanding Principal Balance of
the portions of such Subclass of Notes being redeemed, without Premium;
provided, however, that the Floating Rate Redemption Price of any
Refinancing Airplanes Group Notes shall be the Floating Rate Redemption
Price, if any, designated as such in the form of such Refinancing Airplanes
Group Notes.
"Senior Trustee" means the Indenture Trustee of the Senior Class of
the Notes or, if the Senior Notes shall be the Class E Notes, the Class E
Note Representative; provided that if more than one Person shall otherwise
be the Indenture Trustee of the various Subclasses of Class A Notes, then
(i) so long as any Subclass A-1 Notes are Outstanding, the Senior Trustee
shall be the Indenture Trustee of the Subclass A-1 Notes, (ii) after the
Subclass A-1 Notes have been repaid in full and so long as any Subclass A-2
Notes are Outstanding, the Senior Trustee shall be the Indenture Trustee of
the Subclass A-2 Notes, (iii) after the Subclass A-1 Notes and Subclass A-2
Notes have been repaid in full and so long as any Subclass A-3 Notes are
Outstanding, the Senior Trustee shall be the Indenture Trustee of the
Subclass A-3 Notes, (iv) after the Subclass A-1 Notes, the Subclass A-2
Notes and the Subclass A-3 Notes have been paid in full and so long as any
Subclass A-4 Notes are Outstanding, the Senior Trustee shall be the
Indenture Trustee of the Subclass A-4 Notes, (v) after the Subclass A-1
Notes, the Subclass A-2 Notes, the Subclass A-3 Notes and the Subclass A-4
Notes have been paid in full and so long as any Subclass A-5 Notes are
Outstanding, the Senior Trustee shall be the Indenture Trustee of the
Subclass A-5 Notes, (vi) after the Subclass A-1 Notes, the Subclass A-2
Notes, the Subclass A-3 Notes, the Subclass A-4 Notes and the Subclass A-5
Notes have been paid in full and so long as any Subclass A-6 Notes are
Outstanding, the Senior Trustee shall be the Indenture Trustee of the
Subclass A-6 Notes, (vii) after the Subclass A-1 Notes, the Subclass A-2
Notes, the Subclass A-3 Notes, the Subclass A-4 Notes, the Subclass A-5
Notes and the Subclass A-6 Notes have been paid in
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full and so long as any Subclass A-7 Notes are Outstanding, the Senior
Trustee shall be the Indenture Trustee of the Subclass A-7 Notes, (viii)
after the Subclass A-1 Notes, the Subclass A-2 Notes, the Subclass A-3
Notes, the Subclass A-4 Notes, the Subclass A-5 Notes, the Subclass A-6
Notes and the Subclass A-7 Notes have been paid in full and so long as any
Subclass A-8 Notes are Outstanding, the Senior Trustee shall be the
Indenture Trustee of the Subclass A-8 Notes and (ix) after the Subclass A-1
Notes, the Subclass A-2 Notes, the Subclass A-3 Notes, the Subclass A-4
Notes and the Subclass A-5 Notes have been paid in full and so long as any
subclass of Class A Refinancing Notes are Outstanding, the Senior Trustee
shall be the Indenture Trustee of the subclass of Class A Refinancing Notes
with the lowest numerical designation by subclass from time to time.
"Soft Bullet Guarantor Notes" means the Subclass A-1 Guarantor Notes,
the Subclass A-2 Guarantor Notes, the Subclass A-3 Guarantor Notes, the
Subclass A-4 Guarantor Notes, the Subclass A-7 Guarantor Notes, the
Subclass A-8 Guarantor Notes and each other class or subclass of
Refinancing Guarantor Notes designated as such in the form of such
Refinancing Guarantor Notes.
"Soft Bullet Notes" means the Subclass A-1 Notes, the Subclass A-2
Notes, the Subclass A-3 Notes, the Subclass A-4 Notes, the Subclass A-7
Notes, the Subclass A-8 Notes and each other class or subclass of
Refinancing Notes designated as such in the form of such Refinancing Notes.
"Step-Up Interest" means (i) with respect to any Subclass A-1,
Subclass A-2, Subclass A-3, Subclass A-4, Subclass A-7 or Subclass A-8
Airplanes Group Notes not repaid on or before the Expected Final Payment
Date thereof and (ii) with respect to the Subclass A-5 Airplanes Group
Notes for any period during which Step-Up Interest is accruing on any other
class of the Class A Airplanes Group Notes, interest at a rate of 0.5% per
annum which shall accrue in addition to the stated rate of interest on the
Outstanding Principal Balance of such subclass.
"Subclass A-4 Amortization Commencement Date" means the date that is
the earlier of (i) the Expected Final Payment Date of the Subclass A-4
Airplanes Group Notes and (ii) the date of repayment in full of the
Subclass A-5 Airplanes Group Notes, the Subclass A-6 Airplanes Group Notes
and any future subclass of Class A Airplanes Group Notes designated as a
subclass of "Amortizing Notes" (in each case other than through an issue of
Refinancing Notes).
(ii) The following terms shall be added to have the following meanings
indicated below:
"Subclass A-6 Airplanes Group Notes" means the Subclass A-6 Notes and
the Subclass A-6 Guarantor Notes.
"Subclass A-6 Certificates" means the Subclass A-6 Pass Through
Certificates due March 15, 2019, issued by the Subclass A-6 Pass Through
Trust in an aggregate initial principal amount of $850,000,000, including
any certificates issued in replacement or substitution therefor and any
Refinancing Certificate issued to refinance any such Subclass A-6
Certificate, in each case ranking pari passu in order of payment priority
to the Subclass A-6 Certificates.
"Subclass A-6 Guarantor Notes" means the "Subclass A-6 Notes" referred
to in the Guarantor Indenture.
"Subclass A-6 Noteholder" means a Person in whose name a Subclass A-6
Note is registered from time to time in the register for the Subclass A-6
Notes maintained by or on behalf of the Issuer.
"Subclass A-6 Notes" means the Subclass A-6 Notes, due March 15, 2019,
of the Issuer in the initial aggregate principal amount of $773,436,666.47,
issued to refinance the Subclass A-1 Notes, including any note issued in
replacement or substitution therefor and any Refinancing Note issued to
refinance any such note, in each case ranking pari passu in order of
payment priority to the Subclass A-6 Notes, substantially in the form of
Exhibit A-1 hereto.
"Subclass A-6 Pass Through Trust" means the trust created pursuant to
the Subclass A-6 Pass Through Trust Agreement.
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"Subclass A-6 Pass Through Trust Agreement" means the Subclass A-6
Pass Through Trust Agreement dated as of [March 16, 1998], among the
Issuer, the Guarantor and Bankers Trust, as trustee.
"Subclass A-6 Principal Distribution Amount" means, collectively, on
any Payment Date, the Class A Minimum Principal Payment Amount, if any, the
Class A Principal Adjustment Amount, if any, and the Class A Supplemental
Principal Payment Amount, if any, to be paid in respect of principal of the
Class A Airplanes Group Notes on such Payment Date in accordance with
Section 3.08 hereof and allocable to the Subclass A-6 Airplanes Group Notes
in accordance with Section 3.09 hereof.
"Subclass A-7 Airplanes Group Notes" means the Subclass A-7 Notes and
the Subclass A-7 Guarantor Notes.
"Subclass A-7 Amortization Commencement Date" means the date that is
the earlier of (i) the date of repayment in full of the Subclass A-4
Airplanes Group Notes, the Subclass A-5 Airplanes Group Notes, the Subclass
A-6 Airplanes Group Notes and any future subclass of Class A Airplanes
Group Notes designated as a subclass of "Amortizing Notes" (in each case
other than through an issue of Refinancing Notes) and (ii) the date on
which both (A) the Expected Final Payment Date for the Subclass A-7
Airplanes Group Notes has occurred and (B) the Subclass A-4 Airplanes Group
Notes, the Subclass A-5 Airplanes Group Notes and the Subclass A-6
Airplanes Group Notes have been paid in full.
"Subclass A-7 Certificates" means the Subclass A-7 Pass Through
Certificates due March 15, 2019, issued by the Subclass A-7 Pass Through
Trust in an aggregate initial principal amount of $750,000,000, including
any certificates issued in replacement or substitution therefor and any
Refinancing Certificate issued to refinance any such Subclass A-7
Certificate, in each case ranking pari passu in order of payment priority
to the Subclass A-7 Certificates.
"Subclass A-7 Guarantor Notes" means the "Subclass A-7 Notes" referred
to in the Guarantor Indenture.
"Subclass A-7 Noteholder" means a Person in whose name a Subclass A-7
Note is registered from time to time in the register for the Subclass A-7
Notes maintained by or on behalf of the Issuer.
"Subclass A-7 Notes" means the Subclass A-7 Notes, due March 15, 2019,
of the Issuer in the initial aggregate principal amount of $682,444,117.47,
issued to refinance the Subclass A-2 Notes, including any note issued in
replacement or substitution therefor and any Refinancing Note issued to
refinance any such note, in each case ranking pari passu in order of
payment priority to the Subclass A-7 Notes, substantially in the form of
Exhibit A-2 hereto.
"Subclass A-7 Pass Through Trust" means the trust created pursuant to
the Subclass A-7 Pass Through Trust Agreement.
"Subclass A-7 Pass Through Trust Agreement" means the Subclass A-7
Pass Through Trust Agreement dated as of [March 16, 1998], among the
Issuer, the Guarantor and Bankers Trust, as trustee.
"Subclass A-7 Principal Distribution Amount" means, collectively, on
any Payment Date after the Amortization Commencement Date with respect to
such Subclass, the Class A Minimum Principal Payment Amount, if any, the
Class A Principal Adjustment Amount, if any, and the Class A Supplemental
Principal Payment Amount, if any, to be paid in respect of principal of the
Class A Airplanes Group Notes on such Payment Date in accordance with
Section 3.08 hereof and allocable to the Subclass A-7 Airplanes Group Notes
in accordance with Section 3.09 hereof.
"Subclass A-8 Airplanes Group Notes" means the Subclass A-8 Notes and
the Subclass A-8 Guarantor Notes.
"Subclass A-8 Amortization Commencement Date" means the date that is
the earlier of (i) the date of repayment in full of the Subclass A-4
Airplanes Group Notes, the Subclass A-5 Airplanes Group
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Notes, the Subclass A-6 Airplanes Group Notes, the Subclass A-7 Airplanes
Group Notes and any future subclass of Class A Airplanes Group Notes
designated as a subclass of Amortizing Notes (in each case other than
through an issue of Refinancing Notes) and (ii) the date on which both (A)
the Expected Final Payment Date for the Subclass A-8 Airplanes Group Notes
has occurred and (B) the Subclass A-4 Airplanes Group Notes, the Subclass
A-5 Airplanes Group Notes, the Subclass A-6 Airplanes Group Notes and the
Subclass A-7 Airplanes Group Notes have been repaid in full.
"Subclass A-8 Certificates" means the Subclass A-8 Pass Through
Certificates due March 15, 2019, issued by the Subclass A-8 Pass Through
Trust in an aggregate initial principal amount of $500,000,000, including
any certificates issued in replacement or substitution therefor and any
Refinancing Certificate issued to refinance any such Subclass A-8
Certificate, in each case ranking pari passu in order of payment priority
to the Subclass A-8 Certificates.
"Subclass A-8 Guarantor Notes" means the "Subclass A-8 Notes" referred
to in the Guarantor Indenture.
"Subclass A-8 Noteholder" means a Person in whose name a Subclass A-8
Note is registered from time to time in the register for the Subclass A-8
Notes maintained by or on behalf of the Issuer.
"Subclass A-8 Notes" means the Subclass A-8 Notes, due March 15, 2019,
of the Issuer in the initial aggregate principal amount of $454,962,744.98,
issued to refinance the Subclass A-3 Notes, including any note issued in
replacement or substitution therefor and any Refinancing Note issued to
refinance any such note, in each case ranking pari passu in order of
payment priority to the Subclass A-8 Notes, substantially in the form of
Exhibit A-3 hereto.
"Subclass A-8 Pass Through Trust" means the trust created pursuant to
the Subclass A-8 Pass Through Trust Agreement.
"Subclass A-8 Pass Through Trust Agreement" means the Subclass A-8
Pass Through Trust Agreement dated as of [March 16, 1998], among the
Issuer, the Guarantor and Bankers Trust, as trustee.
"Subclass A-8 Principal Distribution Amount" means, collectively, on
any Payment Date after the Amortization Commencement Date with respect to
such subclass, the Class A Minimum Principal Payment Amount, if any, the
Class A Principal Adjustment Amount, if any, and the Class A Supplemental
Principal Payment Amount, if any, to be paid in respect of principal of the
Class A Airplanes Group Notes on such Payment Date in accordance with
Section 3.08 hereof and allocable to the Subclass A-8 Airplanes Group Notes
in accordance with Section 3.09 hereof.
(b) Section 3.09 is hereby amended and restated in its entirety to
read as follows:
"Section 3.09. Allocation of Principal Payments Among Subclasses of the
Class A Airplanes Group Notes. To the extent that any Class A Minimum
Principal Payment Amount, Class A Principal Adjustment Amount, Class A
Supplemental Principal Payment Amount or Redemption Price is required to
be made with respect to the Class A Airplanes Group Notes, and
sufficient funds are available therefor, such amounts will be applied to
repay, first, all amounts Outstanding under the Subclass A-1 Airplanes
Group Notes, then, all amounts Outstanding under the Subclass A-2
Airplanes Group Notes, then, all amounts Outstanding under the Subclass
A-3 Airplanes Group Notes, then, all amounts Outstanding under the
Subclass A-4 Airplanes Group Notes but in each case only following their
respective Amortization Commencement Dates, then, all amounts
Outstanding under the Subclass A-5 Airplanes Group Notes, then, all
amounts Outstanding under the Subclass A-6 Airplanes Group Notes, then,
all amounts Outstanding under the Subclass A-7 Airplanes Group Notes but
only following its Amortization Commencement Date, then, all amounts
Outstanding under the Subclass A-8 Airplanes Group Notes but only
following its Amortization Commencement Date."
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ARTICLE II
REFINANCING NOTES
Section 2.01. The Refinancing Notes. There are hereby created Subclass X-0,
X-0 and A-8 Notes and Class B Notes to be issued under the Indenture to
refinance the Outstanding Principal Balances of the Subclass X-0, X-0 and A-3
Notes and the existing Class B Notes on the date hereof. The terms and
conditions applicable to the Subclass X-0, X-0 xxx X-0 Notes and the Class B
Notes are as follows:
(a) The aggregate principal amount of the Subclass A-6 Notes that
shall be authenticated under the Indenture upon their issuance is
$773,436,666.47, the aggregate principal amount of the Subclass A-7 Notes
that shall be authenticated under the Indenture upon their issuance is
$682,444,117.47, the aggregate principal amount of the Subclass A-8 Notes
that shall be authenticated under the Indenture upon their issuance is
$454,962,744.98 and the aggregate principal amount of the Class B Notes
that shall be authenticated under the Indenture upon their issuance is
$ -- .
(b) The Subclass X-0, X-0 xxx X-0 Notes and the Class B Notes shall be
in the form attached hereto as Exhibits X-0, X-0, X-0 and B.
(c) The proceeds of the sale of the Subclass X-0, X-0 and A-8 Notes
and the Class B Notes shall be used to repay the Outstanding Principal
Balances of the Subclass X-0, X-0 and A-3 Notes and the existing Class B
Notes on the date hereof.
(d) Notwithstanding any provisions in the Indenture to the contrary,
the Subclass A-7 and A-8 Notes shall be entitled to Step-Up Interest on any
Outstanding Principal Balance of such Subclass on or after its Expected
Final Payment Date.
Section 2.02. Issuance of Notes. On the date hereof, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver, in fully
registered form only, the Subclass X-0, X-0 xxx X-0 Notes and the Class B Notes
upon the written order of the Issuer, in authorized denominations and in the
names specified by the Issuer.
ARTICLE III
THE INDENTURE TRUSTEE
Section 3.01. The Indenture Trustee. The Indenture Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Indenture Supplement or the due execution hereof by the
Issuer, or for or in respect of the recitals and statements contained herein,
all of which recitals and statements are made solely by the Issuer.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Indenture
Trustee other than as set forth in the Indenture, and this Indenture Supplement
is executed and accepted on behalf of the Indenture Trustee, subject to all the
terms and conditions set forth in the Indenture, upon the effectiveness thereof,
as fully to all intents as if the same were herein set forth at length.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Trust Indenture Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Trust
Indenture are in all respects ratified and confirmed; and the Trust Indenture
and this Indenture Supplement shall be taken, read and construed as one and the
same instrument.
Section 4.02. GOVERNING LAW. THIS INDENTURE SUPPLEMENT, THE Subclass X-0,
X-0 XXX X-0 NOTES AND THE CLASS B NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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Section 4.03. Execution in Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Indenture Trustee, the Issuer and the Guarantor
have caused this Indenture Supplement to be duly executed as of the day and year
first written above.
AIRPLANES LIMITED, as Issuer
By:
--------------------------------------
Name:
Title: Director
AIRPLANES U.S. TRUST, as Guarantor
By:
--------------------------------------
Name:
Title: Controlling Trustee
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture
Trustee
By:
--------------------------------------
Name:
Title:
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EXHIBIT A-1
FORM OF SUBCLASS A-6 NOTE
AIRPLANES LIMITED
SUBCLASS A-6 NOTE, DUE MARCH 15, 2019
No.____________ $____________
[DATE]
AIRPLANES LIMITED, a limited liability company organized under the laws of
Jersey, Channel Islands (herein referred to as the "Issuer"), for value
received, hereby promises to pay to BANKERS TRUST COMPANY, as Trustee, or
registered assigns, the principal sum of -- DOLLARS ($ -- ) on
March 15, 2019 (the "Final Maturity Date") and to pay interest monthly in
arrears on the Outstanding Principal Balance hereof at a fluctuating interest
rate per annum equal to the sum of LIBOR plus -- % per annum (the "Stated
Interest Rate") from the date hereof until the Outstanding Principal Balance
hereof is paid or duly provided for, payable on each Payment Date. Interest on
this Subclass A-6 Note in each Interest Accrual Period shall be calculated on
the basis of a 360-day year and the actual number of days elapsed in such
Interest Accrual Period.
This Subclass A-6 Note is one of a duly authorized issue of Refinancing
Notes of the Issuer, designated as its "Subclass A-6 Notes, due March 15, 2019,"
issued under the Trust Indenture dated as of March 28, 1996 and supplemented by
an Indenture Supplement dated as of [March 16, 1998] (as amended or supplemented
from time to time, the "Indenture"), among the Issuer, Airplanes U.S. Trust, a
business trust organized under the laws of the State of Delaware (the
"Guarantor"), and Bankers Trust Company, as indenture trustee (the "Indenture
Trustee"). All capitalized terms used in this Subclass A-6 Note and not defined
herein shall have the respective meanings assigned to such terms in the
Indenture. Reference is made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights and obligations thereunder of
the Issuer, the Guarantor, the Indenture Trustee and the Subclass A-6
Noteholders. This Subclass A-6 Note is subject to all terms of the Indenture and
shall constitute an Amortizing Note thereunder.
The Issuer will redeem the Outstanding Principal Balance of this Subclass
A-6 Note prior to the Final Maturity Date on the dates and in the amounts
specified in the Indenture, subject to the availability of Available Collections
therefor after making payments entitled to priority under Sections 3.08 and 3.09
of the Indenture. The Expected Final Payment Date of this Subclass A-6 Note is
January 15, 2004.
The Issuer may redeem all or part of the Outstanding Principal Balance of
this Subclass A-6 Note prior to the Final Maturity Date on the Payment Dates, in
the amounts and under the circumstances specified in the Indenture.
Other than in the case of a redemption for taxation reasons specified in
the Indenture, upon (i) any redemption funded other than from Available
Collections (including proceeds from Refinancing Notes and proceeds from third
parties) of any amount of the Outstanding Principal Balance of this Subclass A-6
Note, such amount shall be redeemed at a Redemption Price equal to the product
of the Redemption Premium for such date of redemption set forth below and the
Outstanding Principal Balance thereof and (ii) any redemption out of Available
Collections, such amount shall be redeemed at a Redemption Price equal to the
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Outstanding Principal Balance thereof, without premium (such redemption price
being the "Floating Rate Redemption Price" referred to in the Indenture for the
Subclass A-6 Notes).
REDEMPTION
REDEMPTION DATE PREMIUM
--------------- ----------
On or after March 16, 1998 101.50%
On or after March 15, 1999 101.00%
On or after March 15, 2000 100.50%
On or after March 15, 2001 100.00%
On or after March 15, 2002 100.00%
On or after March 15, 2003 100.00%
Any amount of Premium or interest on this Subclass A-6 Note that is not
paid when due shall, to the fullest extent permitted by applicable law, bear
interest at a fluctuating interest rate per annum equal to the Stated Interest
Rate from the date when due until such amount is paid or duly provided for,
payable on the next succeeding Payment Date, subject to the availability of
Available Collections therefor after making payments entitled to priority under
Sections 3.08 and 3.09 of the Indenture.
The indebtedness evidenced by the Subclass A-6 Notes is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Subclass A-6 Note is issued subject to such provisions.
Each Holder of this Subclass A-6 Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Indenture
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Indenture Trustee his attorney-in-fact for such purpose.
The maturity of this Subclass A-6 Note is subject to acceleration upon the
occurrence and during the continuance of the Events of Default specified in the
Indenture.
This Subclass A-6 Note is and will be secured, on a subordinated basis, by
the collateral pledged as security therefor as provided in the Security
Documents.
Subject to and in accordance with the terms of the Indenture, there will be
distributed monthly on each Payment Date commencing on April 15, 1998, to the
Person in whose name this Subclass A-6 Note is registered at the close of
business on the Record Date with respect to such Payment Date, in the manner
specified in Section 3.08 of the Indenture, such Person's pro rata share (based
on the aggregate percentage of the Outstanding Principal Balance of the Subclass
A-6 Notes held by such Person) of the aggregate amount distributable to all
Holders of Subclass A-6 Notes on such Payment Date.
All amounts payable in respect of this Subclass A-6 Note shall be payable
in U.S. dollars in immediately available funds at the Corporate Trust Office of
the Indenture Trustee or as otherwise directed in the manner provided in the
Indenture to the Holder hereof on the Record Date relating to such payment.
Notwithstanding the foregoing, the Indenture Trustee shall pay, or cause to be
paid, if so requested by the Holder hereof by written notice to the Issuer and
the Indenture Trustee, all amounts payable hereunder to the Holder hereof, or a
nominee therefor, by transferring by wire in immediately available funds to an
account maintained by the Holder hereof with a bank in the United States, the
amount to be distributed to the Holder hereof (provided that written
instructions necessary to implement such wire transfers are received by the
Indenture Trustee prior to the Record Date related to any payment), without any
presentment or surrender of any Subclass A-6 Note, except that the Holder hereof
shall surrender this Subclass A-6 Note to the Indenture Trustee upon payment in
full of the principal and interest on this Subclass A-6 Note and such other sums
payable to the Holder hereof hereunder or under the Indenture. Any reduction in
the principal amount of this Subclass A-6 Note (or any one or more predecessor
Subclass A-6 Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Subclass A-6 Note and of any Subclass
A-6 Note issued upon the registration of transfer of, in exchange or in lieu of
or upon the refinancing of this Subclass A-6 Note, whether or not noted hereon.
2
10
The Holder of this Subclass A-6 Note agrees, by acceptance hereof, to pay
over to the Cash Manager any money (including principal, Premium and interest)
paid to it in respect of this Subclass A-6 Note in the event that the Cash
Manager, acting in good faith, determines subsequently that such monies were not
paid in accordance with the priority of payment provisions of the Indenture or
as a result of any other mistake of fact or law on the part of the Cash Manager
in making such payment.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subclass A-6 Note may be registered on the
register maintained by the Indenture Trustee for the purpose of registering
transfers and exchanges upon surrender of this Subclass A-6 Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed, and such other documents as the Indenture Trustee may
require, and thereupon one or more new Subclass A-6 Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Subclass A-6 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.
Prior to the due presentment for registration of transfer of this Subclass
A-6 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may deem and treat the Person in whose name this Subclass A-6
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the absolute owner and Holder
hereof for the purpose of receiving payment of all amounts payable with respect
to this Subclass A-6 Note and for all other purposes, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture permits the amendment or modification of the Indenture and
the Subclass A-6 Notes by the Issuer with the consent of the Holders of a
majority of the Outstanding Principal Balance of all Notes on the date of any
vote of such Holders (voting as a single class); provided that, without the
consent of each Holder of any class or subclass of Notes then Outstanding, no
such amendment may (i) modify the provisions of the Indenture, the Notes or the
Cash Management Agreement setting forth the frequency or the currency of payment
of, the maturity of, or the method of calculation of the amount of, any
interest, principal and Premium, if any, payable in respect of such class or
subclass of Notes, (ii) modify the provisions of Section 5.02 of the Indenture
relating to the sale of any assets of the Issuer, (iii) reduce the percentage of
the aggregate Outstanding Principal Balance of such class or subclass of Notes
required to approve any amendment or waiver of Section 9.01 of the Indenture or
(iv) alter the manner or priority of payment of any class or subclass of Notes
or the priority of payment of the Expenses, the Swap Payments or the Swap
Breakage Costs (each, a "Basic Terms Modification"). Any such amendment or
modification shall be binding on every Holder hereof, whether or not notation
thereof is made upon this Subclass A-6 Note. The Indenture also permits the
Indenture Trustee to agree, without the consent of any Noteholder, (a) to any
modification (other than a Basic Terms Modification) of, or the waiver or
authorization of any breach or prospective breach of, any provision of any
Related Document or of the relevant Notes to correct a manifest error or an
error which is of a formal, minor or technical nature or (b) to modify the
provisions of the Indenture or the Cash Management Agreement relating to the
timing of movement of Rental Payments or other monies received or Expenses
incurred among the Accounts by the Cash Manager.
The subordination provisions contained in Section 3.08, Section 3.09 and
Article X of the Indenture may not be amended or modified without the consent of
each Noteholder of the class or Subclass Affected thereby and each Noteholder of
any class or subclass of Notes ranking senior thereto. In no event shall the
provisions set forth in Section 3.08 of the Indenture relating to the priority
of the Expenses, Swap Payments and Swap Breakage Costs be amended or modified.
The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the Outstanding Principal Balance of the Senior Class
of Notes, on behalf of the Holders of all of the Subclass A-6 Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and
3
11
binding upon all present and future Holders of this Subclass A-6 Note and of any
Subclass A-6 Note issued upon the registration of transfer of, in exchange or in
lieu of or upon the refinancing of this Subclass A-6 Note, whether or not
notation of such consent or waiver is made upon this Subclass A-6 Note.
The term "Issuer" as used in this Subclass A-6 Note includes any successor
to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Subclass A-6 Notes under the Indenture.
The Subclass A-6 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass A-6 Note shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York, including all matters of
construction, validity and performance.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Subclass
A-6 Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Subclass A-6 Note to be duly
executed by its Responsible Officer.
AIRPLANES LIMITED
By:
--------------------------------------
Name:
Title:
4
12
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass A-6 Notes designated above and referred to in
the within-mentioned Indenture.
Date:
------------------ BANKERS TRUST COMPANY, not in
its individual capacity but solely
as Indenture Trustee
By:
-----------------------------------
Authorized Signatory
5
13
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
INSERT TAXPAYER IDENTIFICATION NO.
------------------------------------------------------
------------------------------------------------------
(Please print or typewrite name and address including 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 Issuer with full power of
substitution in the premises.
Date: [Signature of Transferor]
--------------------------------- -------------------------------------
NOTE: The signature to this
assignment must correspond with the
name as written upon the face of the
within-mentioned instrument in every
particular, without alteration or any
change whatsoever.
6
14
EXHIBIT A-2
FORM OF SUBCLASS A-7 NOTE
AIRPLANES LIMITED
SUBCLASS A-7 NOTE, DUE MARCH 15, 2019
No.____________ $____________
[DATE]
AIRPLANES LIMITED, a limited liability company organized under the laws of
Jersey, Channel Islands (herein referred to as the "Issuer"), for value
received, hereby promises to pay to BANKERS TRUST COMPANY, as Trustee, or
registered assigns, the principal sum of -- DOLLARS ($ -- ) on
March 15, 2019 (the "Final Maturity Date") and to pay interest monthly in
arrears on the Outstanding Principal Balance hereof at a fluctuating interest
rate per annum equal to the sum of LIBOR plus -- % per annum (the "Stated
Interest Rate") from the date hereof until the Outstanding Principal Balance
hereof is paid or duly provided for, payable on each Payment Date. Interest on
this Subclass A-7 Note in each Interest Accrual Period shall be calculated on
the basis of a 360-day year and the actual number of days elapsed in such
Interest Accrual Period.
This Subclass A-7 Note is one of a duly authorized issue of Refinancing
Notes of the Issuer, designated as its "Subclass A-7 Notes, due March 15, 2019,"
issued under the Trust Indenture dated as of March 28, 1996 and supplemented by
an Indenture Supplement dated as of [March 16, 1998] (as amended or supplemented
from time to time, the "Indenture"), among the Issuer, Airplanes U.S. Trust, a
business trust organized under the laws of the State of Delaware (the
"Guarantor"), and Bankers Trust Company, as indenture trustee (the "Indenture
Trustee"). All capitalized terms used in this Subclass A-7 Note and not defined
herein shall have the respective meanings assigned to such terms in the
Indenture. Reference is made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights and obligations thereunder of
the Issuer, the Guarantor, the Indenture Trustee and the Subclass A-7
Noteholders. This Subclass A-7 Note is subject to all terms of the Indenture and
shall constitute a Soft Bullet Note thereunder.
The Issuer will redeem the Outstanding Principal Balance of this Subclass
A-7 Note prior to the Final Maturity Date on the dates and in the amounts
specified in the Indenture, subject to the availability of Available Collections
therefor after making payments entitled to priority under Sections 3.08 and 3.09
of the Indenture. The Expected Final Payment Date of this Subclass A-7 Note is
March 15, 2001.
The Issuer may redeem all or part of the Outstanding Principal Balance of
this Subclass A-7 Note prior to the Final Maturity Date on the Payment Dates, in
the amounts and under the circumstances specified in the Indenture.
Other than in the case of a redemption for taxation reasons specified in
the Indenture, upon (i) any redemption funded other than from Available
Collections (including proceeds from Refinancing Notes and proceeds from third
parties) of any amount of the Outstanding Principal Balance of this Subclass A-7
Note, such amount shall be redeemed at a Redemption Price equal to the product
of the Redemption Premium for such date of Redemption set forth below and the
Outstanding Principal Balance thereof and (ii) any redemption out of Available
Collections, such amount shall be redeemed at a Redemption Price equal to the
Outstanding Principal Balance thereof, without premium (such redemption price
being the "Floating Rate Redemption Price" referred to in the Indenture for the
Subclass A-7 Notes).
REDEMPTION
REDEMPTION DATE PREMIUM
--------------- ----------
On or after March 16, 1998 101.00%
On or after March 15, 1999 100.50%
On or after March 15, 2000 100.00%
On or after March 15, 2001 100.00%
7
15
Following the Expected Final Payment Date of this Subclass A-7 Note and
until the Outstanding Principal Balance hereof is paid or duly provided for, the
Outstanding Principal Balance hereof shall bear additional interest ("Step-Up
Interest") at the rate of 0.50% per annum, payable on each Payment Date, subject
to the availability of Available Collections therefor after making payments
entitled to priority under Sections 3.08 and 3.09 of the Indenture.
Any amount of Premium or interest (including Step-Up Interest) on this
Subclass A-7 Note that is not paid when due shall, to the fullest extent
permitted by applicable law, bear interest at a fluctuating interest rate per
annum equal to the Stated Interest Rate plus, following the Expected Final
Payment Date of this Subclass A-7 Note, 0.50% per annum from the date when due
until such amount is paid or duly provided for, payable on the next succeeding
Payment Date, subject, in the case of Step-Up Interest, to the availability of
Available Collections therefor after making payments entitled to priority under
Sections 3.08 and 3.09 of the Indenture.
The indebtedness evidenced by the Subclass A-7 Notes is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Subclass A-7 Note is issued subject to such provisions.
Each Holder of this Subclass A-7 Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Indenture
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Indenture Trustee his attorney-in-fact for such purpose.
The maturity of this Subclass A-7 Note is subject to acceleration upon the
occurrence and during the continuance of the Events of Default specified in the
Indenture.
This Subclass A-7 Note is and will be secured, on a subordinated basis, by
the collateral pledged as security therefor as provided in the Security
Documents.
Subject to and in accordance with the terms of the Indenture, there will be
distributed monthly on each Payment Date commencing on April 15, 1998, to the
Person in whose name this Subclass A-7 Note is registered at the close of
business on the Record Date with respect to such Payment Date, in the manner
specified in Section 3.08 of the Indenture, such Person's pro rata share (based
on the aggregate percentage of the Outstanding Principal Balance of the Subclass
A-7 Notes held by such Person) of the aggregate amount distributable to all
Holders of Subclass A-7 Notes on such Payment Date.
All amounts payable in respect of this Subclass A-7 Note shall be payable
in U.S. dollars in immediately available funds at the Corporate Trust Office of
the Indenture Trustee or as otherwise directed in the manner provided in the
Indenture to the Holder hereof on the Record Date relating to such payment.
Notwithstanding the foregoing, the Indenture Trustee shall pay, or cause to be
paid, if so requested by the Holder hereof by written notice to the Issuer and
the Indenture Trustee, all amounts payable hereunder to the Holder hereof, or a
nominee therefor, by transferring by wire in immediately available funds to an
account maintained by the Holder hereof with a bank in the United States, the
amount to be distributed to the Holder hereof (provided that written
instructions necessary to implement such wire transfers are received by the
Indenture Trustee prior to the Record Date related to any payment), without any
presentment or surrender of any Subclass A-7 Note, except that the Holder hereof
shall surrender this Subclass A-7 Note to the Indenture Trustee upon payment in
full of the principal and interest on this Subclass A-7 Note and such other sums
payable to the Holder hereof hereunder or under the Indenture. Any reduction in
the principal amount of this Subclass A-7 Note (or any one or more predecessor
Subclass A-7 Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this Subclass A-7 Note and of any Subclass
A-7 Note issued upon the registration of transfer of, in exchange or in lieu of
or upon the refinancing of this Subclass A-7 Note, whether or not noted hereon.
The Holder of this Subclass A-7 Note agrees, by acceptance hereof, to pay
over to the Cash Manager any money (including principal, Premium and interest)
paid to it in respect of this Subclass A-7 Note in the event that the Cash
Manager, acting in good faith, determines subsequently that such monies were not
paid in
8
16
accordance with the priority of payment provisions of the Indenture or as a
result of any other mistake of fact or law on the part of the Cash Manager in
making such payment.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subclass A-7 Note may be registered on the
register maintained by the Indenture Trustee for the purpose of registering
transfers and exchanges upon surrender of this Subclass A-7 Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed, and such other documents as the Indenture Trustee may
require, and thereupon one or more new Subclass A-7 Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Subclass A-7 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.
Prior to the due presentment for registration of transfer of this Subclass
A-7 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may deem and treat the Person in whose name this Subclass A-7
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the absolute owner and Holder
hereof for the purpose of receiving payment of all amounts payable with respect
to this Subclass A-7 Note and for all other purposes, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture permits the amendment or modification of the Indenture and
the Subclass A-7 Notes by the Issuer with the consent of the Holders of a
majority of the Outstanding Principal Balance of all Notes on the date of any
vote of such Holders (voting as a single class); provided that, without the
consent of each Holder of any class or Subclass of Notes then Outstanding, no
such amendment may (i) modify the provisions of the Indenture, the Notes or the
Cash Management Agreement setting forth the frequency or the currency of payment
of, the maturity of, or the method of calculation of the amount of, any
interest, principal and Premium, if any, payable in respect of such class or
Subclass of Notes, (ii) modify the provisions of Section 5.02 of the Indenture
relating to the sale of any assets of the Issuer, (iii) reduce the percentage of
the aggregate Outstanding Principal Balance of such class or Subclass of Notes
required to approve any amendment or waiver of Section 9.01 of the Indenture or
(iv) alter the manner or priority of payment of any class or Subclass of Notes
or the priority of payment of the Expenses, the Swap Payments or the Swap
Breakage Costs (each, a "Basic Terms Modification"). Any such amendment or
modification shall be binding on every Holder hereof, whether or not notation
thereof is made upon this Subclass A-7 Note. The Indenture also permits the
Indenture Trustee to agree, without the consent of any Noteholder, (a) to any
modification (other than a Basic Terms Modification) of, or the waiver or
authorization of any breach or prospective breach of, any provision of any
Related Document or of the relevant Notes to correct a manifest error or an
error which is of a formal, minor or technical nature or (b) to modify the
provisions of the Indenture or the Cash Management Agreement relating to the
timing of movement of Rental Payments or other monies received or Expenses
incurred among the Accounts by the Cash Manager.
The subordination provisions contained in Section 3.08, Section 3.09 and
Article X of the Indenture may not be amended or modified without the consent of
each Noteholder of the class or Subclass affected thereby and each Noteholder of
any class or Subclass of Notes ranking senior thereto. In no event shall the
provisions set forth in Section 3.08 of the Indenture relating to the priority
of the Expenses, Swap Payments and Swap Breakage Costs be amended or modified.
The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the Outstanding Principal Balance of the Senior Class
of Notes, on behalf of the Holders of all of the Subclass A-7 Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon all present and future Holders of
this Subclass A-7 Note and of any Subclass A-7 Note issued upon the registration
of transfer of, in exchange or in lieu of or upon the refinancing of this
Subclass A-7 Note, whether or not notation of such consent or waiver is made
upon this Subclass A-7 Note.
9
17
The term "Issuer" as used in this Subclass A-7 Note includes any successor
to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Subclass A-7 Notes under the Indenture.
The Subclass A-7 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass A-7 Note shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York, including all matters of
construction, validity and performance.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Subclass
A-7 Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Subclass A-7 Note to be duly
executed by its Responsible Officer.
AIRPLANES LIMITED
By:
--------------------------------------
Name:
Title:
10
18
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass A-7 Notes designated above and referred to in
the within-mentioned Indenture.
Date:
------------------ BANKERS TRUST COMPANY, not in
its individual capacity but solely
as Indenture Trustee
By:
-----------------------------------
Authorized Signatory
11
19
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
INSERT TAXPAYER IDENTIFICATION NO.
------------------------------------------------------
------------------------------------------------------
(Please print or typewrite name and address including 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 Issuer with full power of
substitution in the premises.
Date: [Signature of Transferor]
--------------------------------- -------------------------------------
NOTE: The signature to this
assignment must correspond with the
name as written upon the face of the
within-mentioned instrument in every
particular, without alteration or any
change whatsoever.
12
20
EXHIBIT A-3
FORM OF SUBCLASS A-8 NOTE
AIRPLANES LIMITED
SUBCLASS A-8 NOTE, DUE MARCH 15, 2019
No.____________ $____________
[DATE]
AIRPLANES LIMITED, a limited liability company organized under the laws of
Jersey, Channel Islands (herein referred to as the "Issuer"), for value
received, hereby promises to pay to BANKERS TRUST COMPANY, as Trustee, or
registered assigns, the principal sum of -- DOLLARS ($ -- ) on
March 15, 2019 (the "Final Maturity Date") and to pay interest monthly in
arrears on the Outstanding Principal Balance hereof at a fluctuating interest
rate per annum equal to the sum of LIBOR plus -- % per annum (the "Stated
Interest Rate") from the date hereof until the Outstanding Principal Balance
hereof is paid or duly provided for, payable on each Payment Date. Interest on
this Subclass A-8 Note in each Interest Accrual Period shall be calculated on
the basis of a 360-day year and the actual number of days elapsed in such
Interest Accrual Period.
This Subclass A-8 Note is one of a duly authorized issue of Refinancing
Notes of the Issuer, designated as its "Subclass A-8 Notes, due March 15, 2019",
issued under the Trust Indenture dated as of March 28, 1996 and supplemented by
an Indenture Supplement dated as of [March 16, 1998] (as amended or supplemented
from time to time, the "Indenture"), among the Issuer, Airplanes U.S. Trust, a
business trust organized under the laws of the State of Delaware (the
"Guarantor"), and Bankers Trust Company, as indenture trustee (the "Indenture
Trustee"). All capitalized terms used in this Subclass A-8 Note and not defined
herein shall have the respective meanings assigned to such terms in the
Indenture. Reference is made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights and obligations thereunder of
the Issuer, the Guarantor, the Indenture Trustee and the Subclass A-8
Noteholders. This Subclass A-8 Note is subject to all terms of the Indenture and
shall constitute a Soft Bullet Note thereunder.
The Issuer will redeem the Outstanding Principal Balance of this Subclass
A-8 Note prior to the Final Maturity Date on the dates and in the amounts
specified in the Indenture, subject to the availability of Available Collections
therefor after making payments entitled to priority under Sections 3.08 and 3.09
of the Indenture. The Expected Final Payment Date of this Subclass A-8 Note is
March 15, 2003.
The Issuer may redeem all or part of the Outstanding Principal Balance of
this Subclass A-8 Note prior to the Final Maturity Date on the Payment Dates, in
the amounts and under the circumstances specified in the Indenture.
Other than in the case of a redemption for taxation reasons specified in
the Indenture, upon (i) any redemption funded other than from Available
Collections (including proceeds from Refinancing Notes and proceeds from third
parties) of any amount of the Outstanding Principal Balance of this Subclass A-8
Note, such amount shall be redeemed at a Redemption Price equal to the product
of the Redemption Premium for such date of redemption set forth below and the
Outstanding Principal Balance thereof and (ii) any redemption out of Available
Collections, such amount shall be redeemed at a Redemption Price equal to the
21
Outstanding Principal Balance thereof, without premium (such redemption price
being the "Floating Rate Redemption Price" referred to in the Indenture for the
Subclass A-8 Notes).
REDEMPTION
REDEMPTION DATE PREMIUM
--------------- ----------
On or after March 16, 1998 101.50%
On or after March 15, 1999 101.00%
On or after March 15, 2000 100.50%
On or after March 15, 2001 100.25%
On or after March 15, 2002 100.00%
Following the Expected Final Payment Date of this Subclass A-8 Note and
until the Outstanding Principal Balance hereof is paid or duly provided for, the
Outstanding Principal Balance hereof shall bear additional interest ("Step-Up
Interest") at the rate of 0.50% per annum, payable on each Payment Date, subject
to the availability of Available Collections therefor after making payments
entitled to priority under Sections 3.08 and 3.09 of the Indenture.
Any amount of Premium or interest (including Step-Up Interest) on this
Subclass A-8 Note that is not paid when due shall, to the fullest extent
permitted by applicable law, bear interest at a fluctuating interest rate per
annum equal to the Stated Interest Rate plus, following the Expected Final
Payment Date of this Subclass A-8 Note, 0.50% per annum from the date when due
until such amount is paid or duly provided for, payable on the next succeeding
Payment Date, subject, in the case of Step-Up Interest, to the availability of
Available Collections therefor after making payments entitled to priority under
Sections 3.08 and 3.09 of the Indenture.
The indebtedness evidenced by the Subclass A-8 Notes is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Subclass A-8 Note is issued subject to such provisions.
Each Holder of this Subclass A-8 Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Indenture
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Indenture Trustee his attorney-in-fact for such purpose.
The maturity of this Subclass A-8 Note is subject to acceleration upon the
occurrence and during the continuance of the Events of Default specified in the
Indenture.
This Subclass A-8 Note is and will be secured, on a subordinated basis, by
the collateral pledged as security therefor as provided in the Security
Documents.
Subject to and in accordance with the terms of the Indenture, there will be
distributed monthly on each Payment Date commencing on April 15, 1998, to the
Person in whose name this Subclass A-8 Note is registered at the close of
business on the Record Date with respect to such Payment Date, in the manner
specified in Section 3.08 of the Indenture, such Person's pro rata share (based
on the aggregate percentage of the Outstanding Principal Balance of the Subclass
A-8 Notes held by such Person) of the aggregate amount distributable to all
Holders of Subclass A-8 Notes on such Payment Date.
All amounts payable in respect of this Subclass A-8 Note shall be payable
in U.S. dollars in immediately available funds at the Corporate Trust Office of
the Indenture Trustee or as otherwise directed in the manner provided in the
Indenture to the Holder hereof on the Record Date relating to such payment.
Notwithstanding the foregoing, the Indenture Trustee shall pay, or cause to be
paid, if so requested by the Holder hereof by written notice to the Issuer and
the Indenture Trustee, all amounts payable hereunder to the Holder hereof, or a
nominee therefor, by transferring by wire in immediately available funds to an
account maintained by the Holder hereof with a bank in the United States, the
amount to be distributed to the Holder hereof (provided that written
instructions necessary to implement such wire transfers are received by the
Indenture Trustee prior to the Record Date related to any payment), without any
presentment or surrender of any Subclass A-8 Note, except that the Holder hereof
shall surrender this Subclass A-8 Note to the Indenture Trustee upon payment in
full of the principal and interest on this Subclass A-8 Note and such other sums
payable to the Holder hereof hereunder or under the Indenture. Any reduction in
the principal amount of this Subclass A-8
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22
Note (or any one or more predecessor Subclass A-8 Notes) effected by any
payments made on any Payment Date shall be binding upon all future Holders of
this Subclass A-8 Note and of any Subclass A-8 Note issued upon the registration
of transfer of, in exchange or in lieu of or upon the refinancing of this
Subclass A-8 Note, whether or not noted hereon.
The Holder of this Subclass A-8 Note agrees, by acceptance hereof, to pay
over to the Cash Manager any money (including principal, Premium and interest)
paid to it in respect of this Subclass A-8 Note in the event that the Cash
Manager, acting in good faith, determines subsequently that such monies were not
paid in accordance with the priority of payment provisions of the Indenture or
as a result of any other mistake of fact or law on the part of the Cash Manager
in making such payment.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subclass A-8 Note may be registered on the
register maintained by the Indenture Trustee for the purpose of registering
transfers and exchanges upon surrender of this Subclass A-8 Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed, and such other documents as the Indenture Trustee may
require, and thereupon one or more new Subclass A-8 Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Subclass A-8 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.
Prior to the due presentment for registration of transfer of this Subclass
A-8 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may deem and treat the Person in whose name this Subclass A-8
Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the absolute owner and Holder
hereof for the purpose of receiving payment of all amounts payable with respect
to this Subclass A-8 Note and for all other purposes, and neither the Issuer,
the Indenture Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture permits the amendment or modification of the Indenture and
the Subclass A-8 Notes by the Issuer with the consent of the Holders of a
majority of the Outstanding Principal Balance of all Notes on the date of any
vote of such Holders (voting as a single class); provided that, without the
consent of each Holder of any class or subclass of Notes then Outstanding, no
such amendment may (i) modify the provisions of the Indenture, the Notes or the
Cash Management Agreement setting forth the frequency or the currency of payment
of, the maturity of, or the method of calculation of the amount of, any
interest, principal and Premium, if any, payable in respect of such class or
subclass of Notes, (ii) modify the provisions of Section 5.02 of the Indenture
relating to the sale of any assets of the Issuer, (iii) reduce the percentage of
the aggregate Outstanding Principal Balance of such class or subclass of Notes
required to approve any amendment or waiver of Section 9.01 of the Indenture or
(iv) alter the manner or priority of payment of any class or subclass of Notes
or the priority of payment of the Expenses, the Swap Payments or the Swap
Breakage Costs (each, a "Basic Terms Modification"). Any such amendment or
modification shall be binding on every Holder hereof, whether or not notation
thereof is made upon this Subclass A-8 Note. The Indenture also permits the
Indenture Trustee to agree, without the consent of any Noteholder, (a) to any
modification (other than a Basic Terms Modification) of, or the waiver or
authorization of any breach or prospective breach of, any provision of any
Related Document or of the relevant Notes to correct a manifest error or an
error which is of a formal, minor or technical nature or (b) to modify the
provisions of the Indenture or the Cash Management Agreement relating to the
timing of movement of Rental Payments or other monies received or Expenses
incurred among the Accounts by the Cash Manager.
The subordination provisions contained in Section 3.08, Section 3.09 and
Article X of the Indenture may not be amended or modified without the consent of
each Noteholder of the class or subclass affected thereby and each Noteholder of
any class or subclass of Notes ranking senior thereto. In no event shall the
provisions set forth in Section 3.08 of the Indenture relating to the priority
of the Expenses, Swap Payments and Swap Breakage Costs be amended or modified.
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The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the Outstanding Principal Balance of the Senior Class
of Notes, on behalf of the Holders of all of the Subclass A-8 Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon all present and future Holders of
this Subclass A-8 Note and of any Subclass A-8 Note issued upon the registration
of transfer of, in exchange or in lieu of or upon the refinancing of this
Subclass A-8 Note, whether or not notation of such consent or waiver is made
upon this Subclass A-8 Note.
The term "Issuer" as used in this Subclass A-8 Note includes any successor
to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Subclass A-8 Notes under the Indenture.
The Subclass A-8 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass A-8 Note shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York, including all matters of
construction, validity and performance.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Subclass
A-8 Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Subclass A-8 Note to be duly
executed by its Responsible Officer.
AIRPLANES LIMITED
By:
------------------------------------
Name:
Title:
4
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INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass A-8 Notes designated above and referred to in
the within-mentioned Indenture.
Date: _______________________ BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By:
------------------------------------
Authorized Signatory
5
25
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
INSERT TAXPAYER IDENTIFICATION NO.
---------------------------------------------------------
---------------------------------------------------------
(Please print or typewrite name and address including 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 Issuer with full power of
substitution in the premises.
Date: [Signature of Transferor]
--------------------------------- -------------------------------------
NOTE: The signature to this assignment
must correspond with the name as
written upon the face of the
within-mentioned instrument in every
particular, without alteration or any
change whatsoever.
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26
EXHIBIT B
FORM OF CLASS B NOTE
AIRPLANES LIMITED
CLASS B NOTE, DUE MARCH 15, 2019
No. ____________ $ ____________
[DATE]
AIRPLANES LIMITED, a limited liability company organized under the laws of
Jersey, Channel Islands (herein referred to as the "Issuer"), for value
received, hereby promises to pay to BANKERS TRUST COMPANY, as Trustee, or
registered assigns, the principal sum of -- DOLLARS ($ -- ) on
March 15, 2019 (the "Final Maturity Date") and to pay interest monthly in
arrears on the Outstanding Principal Balance hereof at a fluctuating interest
rate per annum equal to the sum of LIBOR plus -- % per annum (the "Stated
Interest Rate") from the date hereof until the Outstanding Principal Balance
hereof is paid or duly provided for, payable on each Payment Date. Interest on
this Class B Note in each Interest Accrual Period shall be calculated on the
basis of a 360-day year and the actual number of days elapsed in such Interest
Accrual Period.
This Class B Note is one of a duly authorized issue of Refinancing Notes of
the Issuer, designated as its "Class B Notes, due March 15, 2019", issued under
the Trust Indenture dated as of March 28, 1996 and supplemented by an Indenture
Supplement dated as of [March 16, 1998] (as amended or supplemented from time to
time, the "Indenture"), among the Issuer, Airplanes U.S. Trust, a business trust
organized under the laws of the State of Delaware (the "Guarantor"), and Bankers
Trust Company, as indenture trustee (the "Indenture Trustee"). All capitalized
terms used in this Class B Note and not defined herein shall have the respective
meanings assigned to such terms in the Indenture. Reference is made to the
Indenture and all indentures supplemental thereto for a statement of the
respective rights and obligations thereunder of the Issuer, the Guarantor, the
Indenture Trustee and the Class B Noteholders. This Class B Note is subject to
all terms of the Indenture and shall constitute an Amortizing Note thereunder.
The Issuer will redeem the Outstanding Principal Balance of this Class B
Note prior to the Final Maturity Date on the dates and in the amounts specified
in the Indenture, subject to the availability of Available Collections therefor
after making payments entitled to priority under Section 3.08 of the Indenture.
The Expected Final Payment Date of this Class B Note is March 15, 2009.
The Issuer may redeem all or part of the Outstanding Principal Balance of
this Class B Note prior to the Final Maturity Date on the Payment Dates, in the
amounts and under the circumstances specified in the Indenture.
Other than in the case of a redemption for taxation reasons specified in
the Indenture, upon (i) any redemption funded other than from Available
Collections (including proceeds from Refinancing Notes and proceeds from third
parties) of any amount of the Outstanding Principal Balance of this Class B Note
in excess of the Principal Distribution Amount applicable hereto, such amount
shall be redeemed at a Redemption Price equal to the product of the Redemption
Premium for such date of redemption set forth below and the Outstanding
Principal Balance thereof and (ii) any redemption out of the Available
Collections, such amount shall be redeemed at a Redemption Price equal to the
Outstanding Principal
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Balance thereof, without premium (such redemption price being the "Floating Rate
Redemption Price" referred to in the Indenture for the Class B Notes).
REDEMPTION
REDEMPTION DATE PREMIUM
--------------- ----------
On or after March 16, 1998 102.00%
On or after March 15, 1999 101.50%
On or after March 15, 2000 101.00%
On or after March 15, 2001 100.50%
On or after March 15, 2002 100.25%
On or after March 15, 2003 100.00%
Any amount of Premium or interest on this Class B Note that is not paid
when due shall, to the fullest extent permitted by applicable law, bear interest
at a fluctuating interest rate per annum equal to the Stated Interest Rate from
the date when due until such amount is paid or duly provided for, payable on the
next succeeding Payment Date, subject to the availability of Available
Collections therefor after making payments entitled to priority under Section
3.08 of the Indenture.
The indebtedness evidenced by the Class B Notes is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Class B Note is issued subject to such provisions. Each
Holder of this Class B Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Indenture Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in the Indenture and (c) appoints the Indenture
Trustee his attorney-in-fact for such purpose.
The maturity of this Class B Note is subject to acceleration upon the
occurrence and during the continuance of the Events of Default specified in the
Indenture. The Class B Noteholders shall not be permitted to deliver a Default
Notice or to exercise any remedy in respect of any such Event of Default until
all interest and principal on the Class A Notes have been paid in full.
This Class B Note is and will be secured, on a subordinated basis, by the
collateral pledged as security therefor as provided in the Security Documents.
Subject to and in accordance with the terms of the Indenture, there will be
distributed monthly on each Payment Date commencing on April 15, 1998, to the
Person in whose name this Class B Note is registered at the close of business on
the Record Date with respect to such Payment Date, in the manner specified in
Section 3.08 of the Indenture, such Person's pro rata share (based on the
aggregate percentage of the Outstanding Principal Balance of the Class B Notes
held by such Person) of the aggregate amount distributable to all Holders of
Class B Notes on such Payment Date.
All amounts payable in respect of this Class B Note shall be payable in
U.S. dollars in immediately available funds at the Corporate Trust Office of the
Indenture Trustee or as otherwise directed in the manner provided in the
Indenture to the Holder hereof on the Record Date relating to such payment.
Notwithstanding the foregoing, the Indenture Trustee shall pay, or cause to be
paid, if so requested by the Holder hereof by written notice to the Issuer and
the Indenture Trustee, all amounts payable hereunder to the Holder hereof, or a
nominee therefor, by transferring by wire in immediately available funds to an
account maintained by the Holder hereof with a bank in the United States, the
amount to be distributed to the Holder hereof (provided that written
instructions necessary to implement such wire transfers are received by the
Indenture Trustee prior to the Record Date related to any payment), without any
presentment or surrender of any Class B Note, except that the Holder hereof
shall surrender this Class B Note to the Indenture Trustee upon payment in full
of the principal and interest on this Class B Note and such other sums payable
to the Holder hereof hereunder or under the Indenture. Any reduction in the
principal amount of this Class B Note (or any one or more predecessor Class B
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Class B Note and of any Class B Note issued upon the
registration of transfer of, in exchange or in lieu of or upon the refinancing
of this Class B Note, whether or not noted hereon.
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The Holder of this Class B Note agrees, by acceptance hereof, to pay over
to the Cash Manager any money (including principal, Premium and interest) paid
to it in respect of this Class B Note in the event that the Cash Manager, acting
in good faith, determines subsequently that such monies were not paid in
accordance with the priority of payment provisions of the Indenture or as a
result of any other mistake of fact or law on the part of the Cash Manager in
making such payment.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Class B Note may be registered on the register
maintained by the Indenture Trustee for the purpose of registering transfers and
exchanges upon surrender of this Class B Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or his
attorney duly authorized in writing, with such signature guaranteed, and such
other documents as the Indenture Trustee may require, and thereupon one or more
new Class B Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Class B Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.
Prior to the due presentment for registration of transfer of this Class B
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may deem and treat the Person in whose name this Class B Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the absolute owner and Holder hereof for the
purpose of receiving payment of all amounts payable with respect to this Class B
Note and for all other purposes, and neither the Issuer, the Indenture Trustee
nor any such agent shall be affected by notice to the contrary.
The Indenture permits the amendment or modification of the Indenture and
the Class B Notes by the Issuer with the consent of the Holders of a majority of
the Outstanding Principal Balance of all Notes on the date of any vote of such
Holders (voting as a single class); provided that, without the consent of each
Holder of any class or subclass of Notes then Outstanding, no such amendment may
(i) modify the provisions of the Indenture, the Notes or the Cash Management
Agreement setting forth the frequency or the currency of payment of, the
maturity of, or the method of calculation of the amount of, any interest,
principal and Premium, if any, payable in respect of such class or subclass of
Notes, (ii) modify the provisions of Section 5.02 of the Indenture relating to
the sale of any assets of the Issuer, (iii) reduce the percentage of the
aggregate Outstanding Principal Balance of such class or subclass of Notes
required to approve any amendment or waiver of Section 9.01 of the Indenture or
(iv) alter the manner or priority of payment of any class or subclass of Notes
or the priority of payment of the Expenses, the Swap Payments or the Swap
Breakage Costs (each, a "Basic Terms Modification"). Any such amendment or
modification shall be binding on every Holder hereof, whether or not notation
thereof is made upon this Class B Note. The Indenture also permits the Indenture
Trustee to agree, without the consent of any Noteholder, (a) to any modification
(other than a Basic Terms Modification) of, or the waiver or authorization of
any breach or prospective breach of, any provision of any Related Document or of
the relevant Notes to correct a manifest error or an error which is of a formal,
minor or technical nature or (b) to modify the provisions of the Indenture or
the Cash Management Agreement relating to the timing of movement of Rental
Payments or other monies received or Expenses incurred among the Accounts by the
Cash Manager.
The subordination provisions contained in Section 3.08, Section 3.09 and
Article X of the Indenture may not be amended or modified without the consent of
each Noteholder of the class or subclass affected thereby and each Noteholder of
any class or subclass of Notes ranking senior thereto. In no event shall the
provisions set forth in Section 3.08 of the Indenture relating to the priority
of the Expenses, Swap Payments and Swap Breakage Costs be amended or modified.
The Indenture also contains provisions permitting the Holders of Notes
representing a majority of the Outstanding Principal Balance of the Senior Class
of Notes, on behalf of the Holders of all of the Class B Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon
9
29
all present and future Holders of this Class B Note and of any Class B Note
issued upon the registration of transfer of, in exchange or in lieu of or upon
the refinancing of this Class B Note, whether or not notation of such consent or
waiver is made upon this Class B Note.
The term "Issuer" as used in this Class B Note includes any successor to
the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Class B Notes under the Indenture.
The Class B Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
This Class B Note shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York, including all matters of
construction, validity and performance.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Class B
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed by its Responsible Officer.
AIRPLANES LIMITED
By:
------------------------------------
Name:
Title:
10
30
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes designated above and referred to in the
within-mentioned Indenture.
Date: ________________________ BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Indenture Trustee
By:
------------------------------------
Authorized Signatory
11
31
FORM OF TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
INSERT TAXPAYER IDENTIFICATION NO.
---------------------------------------------------------
---------------------------------------------------------
(Please print or typewrite name and address including 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 Issuer with full power of
substitution in the premises.
Date: [Signature of Transferor]
--------------------------------- -------------------------------------
NOTE: The signature to this
assignment must correspond with the
name as written upon the face of the
within-mentioned instrument in every
particular, without alteration or any
change whatsoever.
12
