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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 one or more subclasses of Refinancing
Notes to refinance the Outstanding Principal Balance of the Subclass A- - Notes
[and the Class B Notes] (the "1998 Refinancing") in accordance with Section 2.07
of the Indenture;
WHEREAS, in accordance with the Indenture, the Refinancing Notes to be
issued in the 1998 Refinancing are intended to be entitled to all the rights and
benefits appertaining to the Subclass A- - Notes [and the Class B Notes] 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:
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(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- -
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- - 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 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- - 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
aggregate principal amount of $ -, 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 -, among the Issuer, the Guarantor and
Bankers Trust as trustee.]
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"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
and the Class B Airplanes Group Notes, the Outstanding Principal Balance
of the portions of such class or 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.
"Premium Expiration Date" means (i) March 15, 1997, with respect to
the Subclass A-1 Airplanes Group Notes, (ii) March 15, 1998, with respect
to the Subclass A-2 Airplanes Group Notes and the Subclass A-3 Airplanes
Group Notes and (iii) March 15, 1999, with respect to the Subclass A-4
Airplanes Group Notes; provided, however, that the Premium Expiration
Date of any Refinancing Airplanes Group Notes shall be the Premium
Expiration Date, 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, the Senior
Trustee shall be the Indenture Trustee of the Subclass A-5 Notes and (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, 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
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Guarantor Notes, the Subclass A- - 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- -
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 or Subclass A- - Airplanes Group
Notes not repaid on or before the Expected Final Payment Date thereof and
(ii) with respect to the Subclass A-5 or Subclass A- - 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.
(ii) The following terms shall be added to have the following meanings
indicated below:
"Subclass A- - Airplanes Group Notes" means the Subclass A- - Notes
and the Subclass A- - Guarantor Notes.
"Subclass A- - Amortization Commencement Date" means the date that is
the earlier of (i) the Expected Final Payment Date of the Subclass A- -
Airplanes Group Notes and (ii) the date of repayment in full of the
Subclass A- - Airplanes Group Notes; provided that no Subclass A- -
Principal Distribution Amount shall be paid until the Outstanding
Principal Balance of the Subclass A- - Airplanes Group Notes has been
repaid in full.
"Subclass A- - Certificates" means the Subclass A- - Pass Through
Certificates due March 15, 2019, issued by the Subclass A- - Pass Through
Trust in an aggregate initial principal amount of $ -, including any
certificates issued in replacement or substitution therefor and any
Refinancing Certificate issued to refinance any such Subclass A- -
Certificate, in each case ranking pari passu in order of payment priority
to the Subclass A- - Certificates.
"Subclass A- - Guarantor Notes" means the "Subclass A- - Notes"
referred to in the Guarantor Indenture.
"Subclass A- - Noteholder" means a Person in whose name a Subclass A-
- Note is registered from time to time in the register for the Subclass A-
- Notes maintained by or on behalf of the Issuer.
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"Subclass A- - Notes" means the Subclass A- - Notes, due March 15,
2019, of the Issuer in the initial aggregate principal amount of $ -, to
refinance the Subclass A- - 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- - Notes, substantially in the form of
Exhibit A- - hereto.
"Subclass A- - Pass Through Trust" means the trust created pursuant
to the Subclass A- - Pass Through Trust Agreement.
"Subclass A- - Pass Through Trust Agreement" means the Subclass A- -
Pass Through Trust Agreement dated as of the date hereof, among the
Issuer, the Guarantor and Bankers Trust, as trustee.
"Subclass A- - 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- - 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, then, all amounts Outstanding under the Subclass A- -
Airplanes Group Notes, then, in the order of ascending numerical
designation by subclass, all amounts Outstanding under any other
Airplanes Group Class A Refinancing Notes that are Soft Bullet
Notes, but in each such case only following their respective
Amortization Commencement Dates, then, to repay any amounts
Outstanding under the Subclass A-5 Airplanes Group Notes, then, to
repay any amounts Outstanding under the Subclass A- - Airplanes
Group Notes, then, in the order of ascending numerical designation
by subclass, all amounts Outstanding
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under any other Airplanes Group Class A Refinancing Notes that are
Amortizing Notes."
ARTICLE II
REFINANCING NOTES
Section 2.01. The Refinancing Notes. There are hereby created Subclass
A- - Notes [and Class B Notes] to be issued under the Indenture to refinance the
Outstanding Principal Balance of the Subclass A- - [and the Class B] Notes on
the date hereof. The terms and conditions applicable to the Subclass A- - Notes
[and the Class B] Notes are as follows:
(a) The aggregate principal amount of the Subclass A- - Notes that
shall be authenticated under the Indenture upon their issuance is $ - [and
the aggregate principal amount of the Class B Notes that shall be
authenticated under the Indenture upon their issuance is $ -].
(b) The Subclass A- - Notes [and the Class B Notes] shall be in the
form attached hereto as Exhibit A.
(c) The proceeds of the sale of the Subclass A- - [and the Class B]
Notes shall be used to repay the Outstanding Principal Balance of the
Subclass A- - Notes [and the existing Class B Notes] on the date hereof.
(d) Notwithstanding any provisions in the Indenture to the contrary,
the Subclass A- - Notes shall be entitled to Step-Up Interest on any
Outstanding Principal Balance of such subclass on or after its Expected
Final Payment Date and the Subclass A- - Notes shall be entitled to
Step-Up Interest on any Outstanding Principal Balance of such subclass
for any period during which Step-Up Interest is accruing on any other
subclass of the Class A Airplanes Group Notes.
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 A- - 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
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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 A- -
[AND THE CLASS B] NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
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.
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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
FORM OF [SUBCLASS A- -] [CLASS B] NOTE
AIRPLANES LIMITED
[SUBCLASS A- -] [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 [Subclass
A- -] [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 [Subclass A- -] [Class B] Note is one of a duly authorized issue of
Refinancing Notes of the Issuer, designated as its "[Subclass A- -] [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 [Subclass A- -] [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 [Subclass A- -] [Class B] Noteholders. This [Subclass
A- -] [Class B] Note is subject to all terms of the Indenture and shall
constitute a [Soft Bullet] [Amortizing] Note thereunder.
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The Issuer will redeem the Outstanding Principal Balance of this [Subclass
A- -] [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[s]
3.08 [and 3.09] of the Indenture. The Expected Final Payment Date of this
[Subclass A- -] [Class B] Note is -.
The Issuer may redeem all or part of the Outstanding Principal Balance of
this [Subclass A- -] [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 any redemption of any amount of the Outstanding Principal
Balance of this [Subclass A- -] [Class B] Note in excess of the Principal
Distribution Amount applicable hereto prior to - (the "Premium Expiration
Date"), such amount shall be redeemed at a Redemption Price equal to - % of
the Outstanding Principal Balance thereof and upon any such redemption on or
after the Premium Expiration Date, such amount shall be redeemed at a Redemption
Price equal to - % of the Outstanding Principal thereof (such redemption price
being the "Floating Rate Redemption Price" referred to in the Indenture for the
[Subclass A- -] [Class B] Notes).
[Following the Expected Final Payment Date of this [Subclass A- -] 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- -] [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 [FOR THE SUBCLASS A- - NOTES ONLY:
plus, following the Expected Final Payment Date of this [Subclass A- -] 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 Section[s] 3.08 [and 3.09] of the
Indenture.
The indebtedness evidenced by the [Subclass A- -] [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 [Subclass A- -] [Class B] Note is issued
subject to such provisions. Each Holder of this [Subclass A- - ] [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.
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The maturity of this [Subclass A- -] [Class B] Note is subject to
acceleration upon the occurrence and during the continuance of the Events of
Default specified in the Indenture. [FOR THE CLASS B NOTES ONLY: 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 [Subclass A- -] [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 [Subclass A- -] [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
[Subclass A- -] [Class B] Notes held by such Person) of the aggregate amount
distributable to all Holders of [Subclass A- -] [Class B] Notes on such Payment
Date.
All amounts payable in respect of this [Subclass A- -] [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 [Subclass A- -] [Class B] Note, except that the
Holder hereof shall surrender this [Subclass A- -] [Class B] Note to the
Indenture Trustee upon payment in full of the principal and interest on this
[Subclass A- -] [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
[Subclass A- -] [Class B] Note (or any one or more predecessor [Subclass A- -]
[Class B] Notes) effected by any payments made on any Payment Date shall be
binding upon all future Holders of this [Subclass A- -] [Class B] Note and of
any [Subclass A- -] [Class B] Note issued upon the registration of transfer of,
in exchange or in lieu of or upon the refinancing of this [Subclass A- -] [Class
B] Note, whether or not noted hereon.
The Holder of this [Subclass A- -] [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 [Subclass A- -] [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.
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As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this [Subclass A- -] [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 [Subclass A- -]
[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 [Subclass A- -] [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 [Subclass
A- -] [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
[Subclass A- -] [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 [Subclass A- -] [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 [Subclass A- -] [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 [Subclass A- -] [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 [Subclass A- -] [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
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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- -] [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 all present and
future Holders of this [Subclass A- -] [Class B] Note and of any [Subclass A- -]
[Class B] Note issued upon the registration of transfer of, in exchange or in
lieu of or upon the refinancing of this [Subclass A- -] [Class B] Note, whether
or not notation of such consent or waiver is made upon this [Subclass A- -]
[Class B] Note.
The term "Issuer" as used in this [Subclass A- -] [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 [Subclass A- -] [Class B] Notes under the Indenture.
The [Subclass A- -] [Class B] Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This [Subclass A- -] [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 [Subclass
A- -] [Class B] Note shall not be entitled to any benefit under the Indenture,
or be valid or obligatory for any purpose.
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6
IN WITNESS WHEREOF, the Issuer has caused this [Subclass A- -] [Class B]
Note to be duly executed by its Responsible Officer.
AIRPLANES LIMITED
By:___________________
Name:
Title:
15
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the [Subclass A- -] [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
16
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.
