EXHIBIT 10.6
ECA FACILITY AGREEMENT SIDE LETTER
To: (1) Credit Lyonnais
as Security Trustee, French National Agent, Agent and Joint Arranger
(2) Halifex plc
as British National Agent and Joint Arranger
(3) Bayerische Landesbank Girozentrale
as German National Agent
(4) Kreditanstalt fur Wiederaufbau
as German Parallel Lender
(the "National Agents")
20th December 2001
ECA SUPPORTED FINANCING OF UP TO NINETEEN (19) AIRBUS AIRCRAFT (THE "AIRCRAFT")
1. We refer to the Facility Agreement of even date herewith between, inter
alias, the banks and financial institutions named therein, as Lenders,
Credit Lyonnais, as Security Trustee, Credit Lyonnais, as Agent, X'Xxxxxxx
Leasing Limited, as Cayman Export Lessee, X'Xxxxxx Leasing (Ireland)
Limited, as Irish Export Lessee, EFG Aircraft Limited, as Cayman Borrower,
EFG Aircraft (Ireland) Limited, as Irish Borrower, and ourselves (the
"Facility Agreement").
2. Capitalised terms used herein shall have the meanings given to them in the
Facility Agreement (whether defined expressly therein or by reference to
another document).
3. In consideration of your agreeing to enter into the Facility Agreement and
the other Transaction Documents, we hereby agree as follows:
3.1 If an event or circumstance occurs which in the reasonable opinion of any
National Agent (acting on the instructions of the relevant Export Credit
Agency) has or would have a material adverse effect on our ability to
perform or comply with our material obligations under the Transaction
Documents (a "Material Adverse Change") then any such National Agent
(acting solely on the instructions of the relevant Export Credit Agency)
may issue a notice (a "Review Notice") to us (with copy to each of the
other National Agents) accordingly.
3.2 Thereafter, without prejudice to any of your rights under the Transaction
Documents, the relevant Export Credit Agencies, the National Agents and we
will consult with each other in good faith for a period of up to 30 days
(or such later date as may be agreed by
the National Agents and us) after issue of a Review Notice to determine
what additional security (if any) with respect to the financing of any or
all of the Aircraft would be acceptable to the National Agents (acting
solely on the instructions of the relevant Export Credit Agency) having
regard to the relevant circumstances. We understand that the National
Agents (or any of them) may, acting solely on the instructions of the
relevant Export Credit Agency, request us to provide adequate additional
security in these circumstances
3.3 In the event that after completion of the procedures described in
paragraph 3.2 hereof:
3.3.1 in the opinion of any National Agent (acting solely on the
instructions of the relevant Export Credit Agency) either:
(i) no additional security is available to alter its opinion as
mentioned in paragraph 3.1 above; or
(ii) we do not provide any additional security requested by any
National Agent within 10 Business Days; and
3.3.2 the Ratings Event has occurred and is continuing and such Material
Adverse Change is continuing,
any National Agent may (acting solely on the instructions of its Export
Credit Agency), by notice given not earlier than 30 days and not later
than 45 days (or such other period as may be agreed by the National Agents
and us) after the date of the Review Notice, issue a notice to us (with a
copy to the other National Agents and the Agent) stating that a Mandatory
Prepayment Event shall have occurred and is continuing for the purposes of
Clause 4.10.1(d) of the Facility Agreement and instructing the Agent to
demand repayment of the relevant Loan and/or Loans thereunder.
3.4 It is expressly acknowledged that any failure by the relevant Borrower to
pay or procure the payment of the sums referred to in paragraph 3.3 within
the time periods specified in the Facility Agreement shall constitute a
Termination Event.
4. For the purposes of:
(i) this letter, a "Rating Event" shall have occurred and be continuing;
and
(ii) the Transaction Documents, a "Utilisation Block Event" shall have
occurred and be continuing,
if, at any such time, our long term debt obligations are rated (a) less
than "single B plus" by Standard & Poor's Corporation, (b) less than "Bl"
by Xxxxx'x Investor Service, Inc. and (c) less than "B+" by Fitch IBCA,
Duff & Xxxxxx.
5. This letter is a Transaction Document.
6. The provisions of Clause 22 and 23 of the Facility Agreement shall apply
to this letter as if the same were set out in full herein, mutatis
mutandis,
Yours faithfully
GATX FINANCIAL CORPORATION
By: /s/[ILLEGIBLE]
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Title:_________________
Accepted and agreed:
CREDIT LYONNAIS
By: /s/[ILLEGIBLE]
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Title:_________________
HALIFAX PIC
By: /s/[ILLEGIBLE]
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Title:_________________
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/[ILLEGIBLE]
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Title:__________________
KREDITANSTALT FIIR WIEDERAUFBAU
By: /s/ X. Xxxx
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Title: Vice President
Acknowledged and agreed:
EFG AIRCRAFT LIMITED
By: /s/[ILLEGIBLE]
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Title:_________________
EFG AIRCRAFT (IRELAND) LIMITED
By: /s/[ILLEGIBLE]
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Title:_________________
