1
Exhibit 2.1
EXECUTION COPY
INDENTURE SUPPLEMENT NO. 1
INDENTURE SUPPLEMENT NO. 1, dated as of July 17, 2000 (the "Indenture
Supplement"), among AerCo LIMITED, a limited liability company incorporated in
Jersey, Channel Islands, as issuer of the Notes (the "Issuer"), and BANKERS
TRUST COMPANY, a New York banking corporation, as trustee of each class of Notes
(the "Trustee"), to the Indenture dated as of July 15, 1998, between the Issuer
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 and one of its subsidiaries have agreed to acquire
certain aircraft-owning companies from AerFi Group plc and certain of its
subsidiaries;
WHEREAS, the Issuer intends to issue the Subclass A-3 Notes, the
Subclass A-4 Notes, the Subclass B-2 Notes, the Subclass C-2 Notes, the Subclass
D-2 Notes and the Subclass E-2 Notes (each of the terms "Subclass A-3 Notes,"
"Subclass A-4 Notes," "Subclass B-2 Notes," "Subclass C-2 Notes," "Subclass D-2
Notes" and "Subclass E-2 Notes," as defined below), in part, as Issuer
Additional Notes in accordance with Section 2.11 of the Indenture to finance
such acquisitions (the "July 2000 Additional Issuance") and in part, as
Refinancing Notes in accordance with Section 2.10 of the Indenture to refinance
the Subclass A-1 Notes and the Subclass D-1 Notes (the "July 2000 Refinancing
Issuance");
WHEREAS, in accordance with the Indenture, each class of Notes to be
issued in the July 2000 Additional Issuance and the July 2000 Refinancing
Issuance is intended to be entitled to all the rights and benefits appertaining
to the corresponding class of outstanding AerCo Group Notes under the Indenture;
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
between the Issuer and the Trustee as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms shall be applicable to
this Indenture Supplement and, where indicated, shall supplement defined terms
in the Indenture:
"Company" shall have the meaning given to such term in the New Share
Purchase Agreement.
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"Delivered New Aircraft" means, as of any Payment Date, the New
Aircraft with respect to which the Shares of the Company which owns such New
Aircraft have been transferred to the relevant Purchaser.
"D Note Delivery Adjustment Factor" means, with respect to any Payment
Date, a fraction, the numerator of which is the Initial Appraised Value (New
Aircraft) of all New Aircraft that are Delivered New Aircraft as of the
Calculation Date immediately preceding such Payment Date and the denominator of
which is the Initial Appraised Value (New Aircraft) of all New Aircraft.
"Initial Appraised Value (New Aircraft)," in the case of each New
Aircraft, means the average of the appraisals by each of BK Associates, Inc.,
Aircraft Information Services, Inc. and Airclaims Limited of the Base Value of
such New Aircraft as of April 30, 2000 and, in the case of any New Substitute
Aircraft, means the average of the appraisals by each of the Appraisers of the
Base Values of such New Substitute Aircraft as of a date not more than six
months prior to the date such New Substitute Aircraft becomes a Delivered New
Aircraft.
"July 2000 Closing Date" means July 17, 2000.
"New Aircraft" means each of the aircraft (including any related
Engines) identified in Schedule 1hereto, and any New Substitute Aircraft.
"New Share Purchase Agreement" shall mean that certain Share Purchase
Agreement, dated 17 July, 2000, among AerFi Group plc, Skyscape Limited, AerFi,
Inc., Indigo Aviation AB, KP Flygplanet XII, the Issuer and AerCo USA, Inc., as
in effect on the date hereof.
"New Substitute Aircraft" means an aircraft identified to replace a
Remaining New Aircraft that has failed to be delivered to the AerCo Group;
provided, that (a) such replacement aircraft (i) is no more than seven years old
as of July 17, 2000 (ii) is subject to an operating lease contract, or letter of
intent for an operating lease contract that will become effective within 90 days
of the signing of such letter of intent, (iii) is of the same type as such
undelivered Remaining New Aircraft and (iv) does not result in a Concentration
Default and (b) the Issuer shall have received a Rating Agency Confirmation with
respect to such substitution.
"Non-Delivered Aircraft" means any New Aircraft with respect to which a
Non-Delivery Event has occurred.
"Non-Delivery Adjustment Factor" means, with respect to any Payment
Date, one minus a fraction the numerator of which is the Initial Appraised Value
(New Aircraft) of all Non-Delivered Aircraft as of the Calculation Date
immediately preceding such Payment Date and the denominator of which is the
Initial Appraised Value (New Aircraft) of all New Aircraft.
"Non-Delivery Event" shall have the meaning given such term in the New
Share Purchase Agreement.
"Purchaser" shall have the meaning given such term in the New Share
Purchase Agreement.
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"Remaining New Aircraft" shall mean a New Aircraft that is a "Remaining
Aircraft" as such term is defined in the New Share Purchase Agreement.
"Shares" shall have the meaning given such term in the New Share
Purchase Agreement.
"Subclass A-3 Notes" means the Subclass A-3 Floating Rate Notes, due
July 15, 2025, of the Issuer in the initial aggregate principal amount of
$565,000,000, substantially in the form of Exhibit A-3 hereto, including any
note issued in replacement or substitution therefor, any Exchange Note issued in
exchange for such Note pursuant to a Registration Rights Agreement and the
Indenture and any Refinancing Notes designated in the form of such Refinancing
Notes as being entitled to the rights and benefits of the Subclass A-3 Notes
under the Indenture, in each case ranking pari passu in order of payment
priority to the Subclass A-3 Notes.
"Subclass A-4 Notes" means the Subclass A-4 Floating Rate Notes, due
July 15, 2025, of the Issuer in the initial aggregate principal amount of
$235,000,000, substantially in the form of Exhibit A-4 hereto, including any
note issued in replacement or substitution therefor, any Exchange Note issued in
exchange for such Note pursuant to a Registration Rights Agreement and the
Indenture and any Refinancing Notes designated in the form of such Refinancing
Notes as being entitled to the rights and benefits of the Subclass A-4 Notes
under the Indenture, in each case ranking pari passu in order of payment
priority to the Subclass A-4 Notes.
"Subclass B-2 Notes" means the Subclass B-2 Floating Rate Notes, due
July 25, 2025, of the Issuer in the initial aggregate principal amount of
$80,000,000, substantially in the form of Exhibit B-2 hereto, including any note
issued in replacement or substitution therefor, any Exchange Note issued in
exchange for such Note pursuant to a Registration Rights Agreement and the
Indenture and any Refinancing Notes designated in the form of such Refinancing
Notes as being entitled to the rights and benefits of the Subclass B-2 Notes
under the Indenture, in each case ranking pari passu in order of payment
priority to the Subclass B-2 Notes.
"Subclass C-2 Notes" means the Subclass C-2 Floating Rate Notes, due
July 25, 2025, of the Issuer in the initial aggregate principal amount of
$80,000,000, substantially in the form of Exhibit C-2 hereto, including any note
issued in replacement or substitution therefor, any Exchange Note issued in
exchange for such Note pursuant to a Registration Rights Agreement and the
Indenture and any Refinancing Notes designated in the form of such Refinancing
Notes as being entitled to the rights and benefits of the Subclass C-2 Notes
under the Indenture, in each case ranking pari passu in order of payment
priority to the Subclass C-2 Notes.
"Subclass D-2 Notes" means the Subclass D-2 Notes, due July 25, 2025,
of the Issuer in the maximum aggregate principal amount of $100,000,000,
substantially in the form of Exhibit D-2 hereto, including any note issued in
replacement or substitution therefor and any Refinancing Notes designated in the
form of such Refinancing Notes as being entitled to the rights and benefits of
the Subclass D-2 Notes under the Indenture, in each case ranking pari passu in
order of payment priority to the Subclass D-2 Notes.
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"Subclass E-2 Notes" means the Subclass E-2 Notes, due July 25, 2025,
of the Issuer in the maximum aggregate principal amount of $109,052,000,
substantially in the form of Exhibit E-2 hereto, including any note issued in
replacement or substitution therefor and any Refinancing Notes designated in the
form of such Refinancing Notes as being entitled to the rights and benefits of
the Subclass E-2 Notes under the Indenture, in each case ranking pari passu in
order of payment priority to the Subclass E-2 Notes.
"Termination Notice" shall have the meaning given such term in the New
Share Purchase Agreement.
ARTICLE II
ISSUER ADDITIONAL NOTES AND REFINANCING NOTES
Section 2.01. The Issuer Additional Notes and the Refinancing Notes.
There are hereby created Subclass A-3, Subclass A-4, Subclass B-2, Subclass C-2,
Subclass D-2 and Subclass E-2 Notes to be issued under the Indenture on the date
hereof. The terms and conditions applicable to the Subclass A-3, Subclass A-4,
Subclass B-2, Subclass C-2 , Subclass D-2 and Subclass E-2 Notes are as follows:
(a) The aggregate principal amount of the Subclass A-3 Notes
that shall be authenticated under the Indenture upon their issuance is
$565,000,000, the aggregate principal amount of the Subclass A-4 Notes
that shall be authenticated under the Indenture upon their issuance is
$235,000,000, the aggregate principal amount of the Subclass B-2 Notes
that shall be authenticated under the Indenture upon their issuance is
$80,000,000, the aggregate principal amount of the Subclass C-2 Notes
that shall be authenticated under the Indenture upon their issuance is
$80,000,000, the maximum principal amount of the Subclass D-2 Notes
that shall be authenticated under the Indenture upon their issuance is
$100,000,000 and the maximum principal amount of the Subclass E-2 Notes
that shall be authenticated under the Indenture upon their issuance is
$109,052,000.
(b) The Excess Amortization Date shall be, with respect to (i)
the Subclass ▇-▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Subclass ▇-▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) the Subclass B-2 Notes, August 15, 2000, (iv)
the Subclass C-2 Notes, August 15, 2000 and (v) the Subclass D-2 Notes,
July 15, 2010.
(c) The Expected Final Payment Date shall be, with respect to
(i) the Subclass ▇-▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the Subclass A-4 Notes,
May 15, 2011, (iii) the Subclass B-2 Notes, June 15, 2008, (iv) the
Subclass C-2 Notes, June 15, 2008 and (v) the Subclass D-2 Notes, May
15, 2014.
(d) The "Redemption Premium" in respect of the following
subclasses of Notes on any date shall be the Redemption Premium
indicated in the table below:
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REDEMPTION PREMIUM
-----------------------------------------------------------------------
SUBCLASS SUBCLASS SUBCLASS SUBCLASS SUBCLASS
REDEMPTION DATE A-3 NOTES A-4 NOTES B-2 NOTES C-2 NOTES D-2 NOTES
--------------- --------- --------- --------- --------- ---------
After July 17, 2000............... 101.00% 101.50% 101.75% 103.50% --
On or after June 15, 2001......... 100.50% 101.00% 101.50% 103.00% --
On or after June 15, 2002......... 100.00% 100.75% 101.25% 102.50% --
On or after June 15, 2003......... -- 100.50% 101.00% 102.00% --
On or after June 15, 2004......... -- 100.25% 100.75% 101.50% --
On or after June 15, 2005......... -- 100.00% 100.50% 101.00% 105.25%
On or after June 15, 2006......... -- -- 100.25% 100.50% 104.50%
On or after June 15, 2007......... -- -- 100.25% 100.25% 103.75%
On or after June 15, 2008......... -- -- 100.00% 100.00% 103.00%
On or after June 15, 2009......... -- -- -- -- 102.25%
On or after June 15, 2010......... -- -- -- -- 101.50%
On or after June 15, 2011......... -- -- -- -- 100.75%
On or after June 15, 2012......... -- -- -- -- 100.00%
(e) The "Redemption Price" shall be, with respect to (i) the
Subclass A-3 Notes, the Subclass A-4 Notes, the Subclass B-2 Notes and
the Subclass C-2 Notes, (A) to the extent that the redemption is funded
other than out of the Available Collections Amount (including proceeds
from Refinancing Notes and proceeds from third parties), the product of
the applicable Redemption Premium and the Outstanding Principal Balance
of the portion of such subclass of Notes being redeemed and (B) to the
extent that the redemption is funded out of the Available Collections
Amount, the Outstanding Principal Balance of the portion of such
subclass of Notes being redeemed, without Redemption Premium and (ii)
any portion of the Subclass D-2 Notes being redeemed, (x) to the extent
that the redemption is funded other than out of the Available
Collections Amount, (including proceeds from Refinancing Notes and
proceeds from third parties), (a) if such redemption occurs prior to
June 15, 2005, the higher of (1) the discounted present value of the
Scheduled Principal Payment Amounts allocable in accordance with
Section 3.09 of the Indenture in respect of, and interest on, such
portion from the Redemption Date to, but not including, June 15, 2005,
plus the product of the applicable Redemption Premium and the assumed
Outstanding Principal Balance for June 15, 2005 of such portion,
discounted at a rate equal to the Treasury Yield plus 1.00% and (2) the
Outstanding Principal Balance of such portion and (b) if such
redemption occurs on or after June 15, 2005, the product of the
applicable Redemption Premium and the Outstanding Principal Balance of
such portion and (y) to the extent that the redemption is funded out of
the Available Collections Amount, the Outstanding Principal Balance of
the portion of such subclass of Notes being redeemed, without
Redemption Premium.
(f) The "Treasury Yield" shall be, with respect to any
Redemption of the Subclass D-2 Notes on any Payment Date, a per annum
rate (expressed as a monthly equivalent yield) determined to be the per
annum rate equal to the semiannual yield to maturity of the 6 1/2%
United States Treasury Notes maturing on August 15, 2005 as published
in the most recent H.15 (519).
(g) The Subclass A-3 Notes, the Subclass A-4 Notes, the
Subclass B-2 Notes, the Subclass C-2 Notes, the Subclass D-2 Notes and
the Subclass E-2 Notes
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shall be in the form attached hereto as Exhibits ▇-▇, ▇-▇, ▇-▇, ▇-▇,
▇-▇ and E-2, respectively.
Section 2.02. Issuance of Notes.
-----------------
On the date hereof, the Issuer shall execute and the Trustee
shall authenticate and deliver, (a) in the case of each of the Subclass A-3
Notes, the Subclass A-4 Notes, the Subclass B-2 Notes and the Subclass C-2
Notes, a permanent global Note in bearer form without interest coupons, in the
form set forth in the applicable Exhibit hereto, and (b) in the case of each of
the Subclass D-2 Notes and the Subclass E-2 Notes, Definitive Registered Notes,
in the form of the applicable Exhibit hereto upon the written order of the
Issuer, in authorized denominations. For purposes of Article 8 of the Uniform
Commercial Code, such Notes are securities.
Section 2.03. Class Percentages.
-----------------
In accordance with Section 3.11 of the Indenture, the Minimum
Class Percentages, Scheduled Class Percentages and Supplemental Class
Percentages for the AerCo Group Class A Notes and the AerCo Group Class B Notes
are hereby adjusted by substituting Appendix A hereto (Class A Class
Percentages) and Appendix B hereto (Class B Class Percentages) for Appendix A
(Class Percentages) of the Indenture.
Section 2.04. Target Principal Balances.
-------------------------
In accordance with Section 3.11 of the Indenture, the Minimum
Target Principal Balances and Scheduled Target Principal Balances for the AerCo
Group Class C Notes and the AerCo Group Class D Notes are hereby adjusted as
follows:
(a) Minimum Target Principal Balance. (i) The Minimum Target Principal
Balance of the AerCo Group Class C Notes on any Payment Date shall be
equal to the product of (A) the Minimum Class Percentage for such
Payment Date as set forth on Appendix C hereto (Class C Class
Percentages) and (B) the sum of (1) the Outstanding Principal Balance
of the Subclass C-1 Notes on the date of issuance of the Subclass C-2
Notes and (2) the product of the Non-Delivery Adjustment Factor for
such Payment Date and $80,000,000, and (ii) the Minimum Target
Principal Balance of the AerCo Group Class D Notes on any Payment Date
shall be equal to the product of (A) the Minimum Class Percentage for
such Payment Date as set forth on Appendix D hereto (Class D Class
Percentages) and (B) the sum of (1) $80,000,000 and (2) the product of
the D Note Delivery Adjustment Factor for such Payment Date and
$20,000,000.
(b) Scheduled Target Principal Balance. (i) The Scheduled Target Principal
Balance of the AerCo Group Class C Notes on any Payment Date shall be
equal to the product of (A) the Scheduled Class Percentage for such
Payment Date as set forth on Appendix C hereto and (B) the sum of (1)
the Outstanding Principal Balance of the Subclass C-1 Notes on the date
of issuance of the Subclass C-2 Notes and (2) the product of the
Non-Delivery Adjustment Factor for such Payment Date and $80,000,000,
and (ii) the Scheduled Target Principal Balance of the AerCo Group
Class D Notes on any Payment Date shall be equal to the product of (A)
the Scheduled Class Percentage for such
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Payment Date as set forth on Appendix D hereto and (B) the sum of (1)
$80,000,000 and (2) the product of the D Note Delivery Adjustment
Factor for such Payment Date and $20,000,000.
ARTICLE III
DELIVERY OF NEW AIRCRAFT
Section 3.01. Delivery of Remaining New Aircraft.
----------------------------------
Upon receipt by the Trustee of a certificate executed by an officer or
authorized signatory of the Issuer, stating (a) that a Remaining New Aircraft
has been delivered under and in accordance with the New Share Purchase
Agreement, (b) that no waiver of the conditions specified in Clauses 3(a), 3(b),
3(c) and 13.2 of the New Share Purchase Agreement has occurred with respect to
such Remaining New Aircraft (or the relevant Company) without the receipt of a
Rating Agency Confirmation, (c) the amount of the increase in the principal
amount of the Subclass D-2 Notes and the Subclass E-2 Notes allocable to the
purchase price of such Remaining New Aircraft, as determined in accordance with
the New Share Purchase Agreement and (d) the amount of funds from the Aircraft
Purchase Account allocable to the purchase price of such Remaining New Aircraft,
as determined in accordance with the New Share Purchase Agreement, and wire
instructions for the payment of such funds the Trustee shall (x) adjust the
principal amount of the Subclass D-2 Notes on the records of the Trustee to
reflect the increase in the principal amount thereof in the amount certified by
the Issuer with respect to each such Remaining New Aircraft as calculated in
accordance with the New Share Purchase Agreement, (y) adjust the principal
amount of the Subclass E-2 Notes on the records of the Trustee to reflect the
increase in the principal amount thereof in the amount certified by the Issuer
with respect to each such Remaining New Aircraft as calculated in accordance
with the New Share Purchase Agreement, and (z) transfer funds from the Aircraft
Purchase Account in the amount so certified and in accordance with the written
instructions provided by the Issuer in accordance with the terms of the
Indenture.
Section 3.02. Non-Delivery Event.
------------------
Immediately upon the occurrence of a Non-Delivery Event, the Issuer
shall deliver a certificate to the Trustee executed by an officer or authorized
signatory of the Issuer (a) stating that a Non-Delivery Event has occurred, (b)
specifying the Remaining New Aircraft with respect to which such Non-Delivery
Event has occurred and (c) specifying the amount of funds from the Aircraft
Purchase Account allocable to the purchase price of such Remaining New Aircraft,
as determined in accordance with the New Share Purchase Agreement. Upon receipt
of such certificate, the Trustee shall transfer funds from the Aircraft Purchase
Account to the Collection Account in the amount specified in such certificate in
accordance with the terms of the Indenture.
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ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee.
-----------
The 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 Trustee
other than as set forth in the Indenture, and this Indenture Supplement is
executed and accepted on behalf of the 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 V
MISCELLANEOUS PROVISIONS
Section 5.01. Indenture Ratified.
------------------
Except and so far as herein expressly provided, all of the provisions,
terms and conditions of the Indenture are in all respects ratified and
confirmed; and the Indenture and this Indenture Supplement shall be taken, read
and construed as one and the same instrument.
Section 5.02. Governing Law.
-------------
This Indenture Supplement, the Subclass A-3 Notes, the Subclass A-4
Notes, the Subclass B-2 Notes, the Subclass C-2 Notes, the Subclass D-2 Notes
and the Subclass E-2 Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.
Section 5.03. 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 Trustee and the Issuer have caused
this Indenture Supplement to be duly executed as of the day and year first
written above.
AERCO LIMITED, as Issuer
By:
-----------------------------------------------
Name:
Title:
BANKERS TRUST COMPANY, not in its individual
capacity but solely as Trustee
By:
-----------------------------------------------
Name:
Authorized Signatory
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SCHEDULE 1
TO
INDENTURE SUPPLEMENT NO. 1
NEW AIRCRAFT
[SEE DESCRIPTION IN AERCO MARCH 31, 2000 FORM 20-F]
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APPENDIX A
CLASS A CLASS PERCENTAGES
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
July 2000............ 64.69% 64.69% 63.47%
August 2000.......... 64.65% 64.65% 63.73%
September 2000....... 64.61% 64.61% 63.39%
October 2000......... 64.56% 64.56% 63.05%
November 2000........ 64.52% 64.52% 63.00%
December 2000........ 64.02% 64.02% 63.59%
January 2001......... 64.03% 64.03% 63.41%
February 2001........ 64.03% 64.03% 63.42%
March 2001........... 64.03% 64.03% 63.30%
April 2001........... 64.03% 64.03% 63.12%
May 2001............. 64.03% 64.03% 62.82%
June 2001............ 64.03% 64.03% 62.82%
July 2001............ 64.03% 64.03% 62.83%
August 2001.......... 64.03% 64.03% 62.83%
September 2001....... 64.03% 64.03% 62.53%
October 2001......... 64.04% 64.04% 62.23%
November 2001........ 64.04% 64.04% 62.23%
December 2001........ 64.04% 64.04% 62.23%
January 2002......... 64.04% 64.04% 62.11%
February 2002........ 64.04% 64.04% 62.05%
March 2002........... 64.04% 64.04% 61.99%
April 2002........... 64.04% 64.04% 61.82%
May 2002............. 64.04% 64.04% 61.63%
June 2002............ 64.05% 64.05% 61.63%
July 2002............ 64.05% 64.05% 61.64%
August 2002.......... 64.05% 64.05% 61.63%
September 2002....... 64.05% 64.05% 61.33%
October 2002......... 64.05% 64.05% 61.34%
November 2002........ 64.05% 64.05% 61.33%
December 2002........ 64.05% 64.05% 61.33%
January 2003......... 64.06% 64.06% 61.33%
February 2003........ 64.06% 64.06% 61.32%
March 2003........... 64.06% 64.06% 61.32%
April 2003........... 64.06% 64.06% 61.32%
May 2003............. 64.06% 64.06% 61.31%
June 2003............ 64.06% 64.06% 61.31%
July 2003............ 64.06% 64.06% 61.30%
August 2003.......... 64.07% 64.06% 61.30%
September 2003....... 64.07% 64.06% 61.29%
October 2003......... 64.07% 64.06% 61.29%
November 2003........ 64.07% 64.06% 61.27%
December 2003........ 64.07% 64.07% 61.27%
January 2004......... 64.07% 64.07% 61.26%
February 2004........ 64.08% 64.07% 61.25%
March 2004........... 64.08% 64.07% 60.65%
April 2004........... 64.08% 64.07% 60.04%
May 2004............. 64.08% 64.07% 59.44%
June 2004............ 64.08% 64.07% 59.43%
July 2004............ 64.08% 64.07% 59.41%
August 2004.......... 64.09% 64.07% 59.40%
September 2004....... 64.09% 64.08% 59.39%
October 2004......... 64.09% 64.07% 59.37%
November 2004........ 64.09% 64.07% 59.36%
December 2004........ 64.09% 64.08% 59.35%
January 2005......... 64.10% 64.08% 59.33%
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
February 2005........ 64.10% 64.07% 59.31%
March 2005........... 64.10% 64.07% 59.29%
April 2005........... 64.10% 64.08% 59.27%
May 2005............. 64.10% 64.07% 59.25%
June 2005............ 64.11% 64.07% 59.23%
July 2005............ 64.11% 64.07% 59.20%
August 2005.......... 64.10% 64.07% 59.18%
September 2005....... 64.11% 64.07% 59.15%
October 2005......... 64.11% 64.07% 59.13%
November 2005........ 64.11% 64.07% 59.10%
December 2005........ 64.11% 64.07% 59.07%
January 2006......... 64.12% 64.07% 59.04%
February 2006........ 64.12% 64.06% 59.01%
March 2006........... 64.12% 64.06% 58.98%
April 2006........... 64.12% 64.06% 58.94%
May 2006............. 64.12% 64.05% 58.90%
June 2006............ 64.12% 64.05% 58.86%
July 2006............ 64.12% 64.04% 58.82%
August 2006.......... 64.12% 64.03% 58.78%
September 2006....... 64.12% 64.03% 58.74%
October 2006......... 64.12% 64.02% 58.69%
November 2006........ 64.12% 64.02% 58.64%
December 2006........ 64.12% 64.01% 58.59%
January 2007......... 64.11% 64.00% 58.54%
February 2007........ 64.11% 63.99% 58.49%
March 2007........... 64.12% 63.99% 58.43%
April 2007........... 64.12% 63.97% 58.38%
May 2007............. 64.11% 63.97% 58.32%
June 2007............ 64.11% 63.95% 58.26%
July 2007............ 64.11% 63.94% 58.20%
August 2007.......... 64.10% 63.94% 58.13%
September 2007....... 64.10% 63.92% 58.07%
October 2007......... 64.10% 63.91% 58.00%
November 2007........ 64.10% 63.90% 57.93%
December 2007........ 64.09% 63.88% 57.85%
January 2008......... 64.09% 63.86% 57.78%
February 2008........ 64.09% 63.85% 57.70%
March 2008........... 64.08% 63.84% 57.62%
April 2008........... 64.08% 63.82% 57.53%
May 2008............. 64.08% 63.81% 57.45%
June 2008............ 64.07% 63.79% 57.36%
July 2008............ 64.07% 63.77% 57.27%
August 2008.......... 64.06% 63.75% 57.18%
September 2008....... 64.06% 63.73% 57.08%
October 2008......... 64.05% 63.71% 56.99%
November 2008........ 64.05% 63.68% 56.88%
December 2008........ 64.04% 63.66% 56.78%
January 2009......... 64.04% 63.64% 56.68%
February 2009........ 64.03% 63.61% 56.57%
March 2009........... 64.02% 63.59% 56.45%
April 2009........... 64.02% 63.57% 56.34%
May 2009............. 64.01% 63.53% 56.22%
June 2009............ 64.00% 63.51% 56.10%
July 2009............ 64.00% 63.48% 55.98%
August 2009.......... 63.98% 63.45% 55.85%
A-5-1
12
CLASS A CLASS PERCENTAGES (CONTINUED)
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
September 2009....... 63.98% 63.42% 55.72%
October 2009......... 63.96% 63.39% 55.59%
November 2009........ 63.96% 63.35% 55.45%
December 2009........ 63.94% 63.31% 55.31%
January 2010......... 63.94% 63.28% 55.17%
February 2010........ 63.92% 63.24% 55.02%
March 2010........... 63.91% 63.20% 54.87%
April 2010........... 63.90% 63.16% 54.72%
May 2010............. 63.88% 63.12% 54.56%
June 2010............ 63.87% 63.08% 54.40%
July 2010............ 63.86% 63.04% 54.24%
August 2010.......... 63.84% 62.99% 54.07%
September 2010....... 63.83% 62.94% 53.90%
October 2010......... 63.81% 62.89% 53.72%
November 2010........ 63.79% 62.84% 53.54%
December 2010........ 63.77% 62.79% 53.36%
January 2011......... 63.75% 62.73% 53.17%
February 2011........ 63.73% 62.68% 52.98%
March 2011........... 63.71% 62.62% 52.78%
April 2011........... 63.69% 62.57% 52.58%
May 2011............. 63.67% 62.50% 52.38%
June 2011............ 63.65% 62.44% 52.17%
July 2011............ 63.62% 62.38% 51.96%
August 2011.......... 63.60% 62.31% 51.74%
September 2011....... 63.57% 62.24% 51.51%
October 2011......... 63.54% 62.17% 51.29%
November 2011........ 63.51% 62.10% 51.06%
December 2011........ 63.48% 62.02% 50.82%
January 2012......... 63.45% 61.94% 50.58%
February 2012........ 63.42% 61.87% 50.34%
March 2012........... 63.39% 61.79% 50.09%
April 2012........... 63.35% 61.71% 49.83%
May 2012............. 63.31% 61.62% 49.57%
June 2012............ 63.27% 61.53% 49.31%
July 2012............ 63.24% 61.44% 49.04%
August 2012.......... 63.20% 61.34% 48.76%
September 2012....... 63.15% 61.25% 48.49%
October 2012......... 63.10% 61.15% 48.20%
November 2012........ 63.06% 61.05% 47.91%
December 2012........ 63.01% 60.95% 47.61%
January 2013......... 62.97% 60.84% 47.31%
February 2013........ 62.92% 60.73% 47.01%
March 2013........... 62.86% 60.62% 46.70%
April 2013........... 62.80% 60.50% 46.38%
May 2013............. 62.75% 60.39% 46.06%
June 2013............ 62.69% 60.26% 45.72%
July 2013............ 62.63% 60.14% 45.39%
August 2013.......... 62.57% 60.01% 45.05%
September 2013....... 62.50% 59.88% 44.71%
October 2013......... 62.43% 59.74% 44.35%
November 2013........ 62.36% 59.61% 44.00%
December 2013........ 62.29% 59.47% 43.63%
January 2014......... 62.22% 59.33% 43.26%
February 2014........ 62.14% 59.18% 42.89%
March 2014........... 62.06% 59.03% 42.51%
April 2014........... 61.98% 58.88% 42.12%
May 2014............. 61.90% 58.72% 41.72%
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
June 2014............ 61.81% 58.56% 41.32%
July 2014............ 61.72% 58.40% 40.91%
August 2014.......... 61.63% 58.23% 40.50%
September 2014....... 61.54% 58.06% 40.08%
October 2014......... 61.44% 57.88% 39.65%
November 2014........ 61.34% 57.70% 39.22%
December 2014........ 61.23% 57.52% 38.78%
January 2015......... 61.12% 57.33% 38.33%
February 2015........ 61.01% 57.13% 37.88%
March 2015........... 60.90% 56.94% 37.42%
April 2015........... 60.77% 56.73% 36.95%
May 2015............. 60.65% 56.53% 36.46%
June 2015............ 60.51% 56.31% 35.98%
July 2015............ 60.38% 56.09% 35.48%
August 2015.......... 60.24% 55.86% 34.98%
September 2015....... 60.09% 55.62% 34.48%
October 2015......... 59.94% 55.39% 33.95%
November 2015........ 59.78% 55.15% 33.43%
December 2015........ 59.62% 54.89% 32.90%
January 2016......... 59.45% 54.64% 32.35%
February 2016........ 59.28% 54.38% 31.80%
March 2016........... 59.10% 54.11% 31.25%
April 2016........... 58.92% 53.84% 30.68%
May 2016............. 58.72% 53.55% 30.10%
June 2016............ 58.53% 53.27% 29.52%
July 2016............ 58.32% 52.98% 28.93%
August 2016.......... 58.11% 52.67% 28.33%
September 2016....... 57.90% 52.37% 27.72%
October 2016......... 57.69% 52.07% 27.11%
November 2016........ 57.46% 51.75% 26.48%
December 2016........ 57.24% 51.43% 25.86%
January 2017......... 57.00% 51.11% 25.22%
February 2017........ 56.76% 50.78% 24.57%
March 2017........... 56.51% 50.43% 23.91%
April 2017........... 56.25% 50.09% 23.25%
May 2017............. 56.00% 49.74% 22.58%
June 2017............ 55.74% 49.38% 21.90%
July 2017............ 55.47% 49.02% 21.20%
August 2017.......... 55.20% 48.66% 20.51%
September 2017....... 54.92% 48.29% 19.80%
October 2017......... 54.63% 47.92% 19.09%
November 2017........ 54.34% 47.53% 18.37%
December 2017........ 54.04% 47.14% 17.64%
January 2018......... 53.74% 46.75% 16.90%
February 2018........ 53.42% 46.35% 16.15%
March 2018........... 53.10% 45.94% 15.39%
April 2018........... 52.78% 45.52% 14.62%
May 2018............. 52.44% 45.09% 13.84%
June 2018............ 52.09% 44.67% 13.05%
July 2018............ 51.74% 44.22% 12.25%
August 2018.......... 51.37% 43.78% 11.44%
September 2018....... 51.00% 43.32% 10.63%
October 2018......... 50.62% 42.86% 9.80%
November 2018........ 50.23% 42.38% 8.96%
December 2018........ 49.83% 41.90% 8.11%
January 2019......... 49.42% 41.41% 7.25%
February 2019........ 49.00% 40.92% 6.39%
A-5-2
13
CLASS A CLASS PERCENTAGES (CONTINUED)
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
March 2019........... 48.57% 40.41% 5.51%
April 2019........... 48.13% 39.90% 4.62%
May 2019............. 47.68% 39.37% 3.71%
June 2019............ 47.22% 38.84% 2.80%
July 2019............ 46.75% 38.30% 1.88%
August 2019.......... 46.26% 37.74% 0.94%
September 2019....... 45.77% 37.18% 0.00%
October 2019......... 45.26% 36.62%
November 2019........ 44.73% 36.04%
December 2019........ 44.21% 35.45%
January 2020......... 43.66% 34.85%
February 2020........ 43.10% 34.24%
March 2020........... 42.53% 33.62%
April 2020........... 41.95% 32.99%
May 2020............. 41.35% 32.35%
June 2020............ 40.74% 31.70%
July 2020............ 40.11% 31.03%
August 2020.......... 39.47% 30.36%
September 2020....... 38.81% 29.68%
October 2020......... 38.15% 28.98%
November 2020........ 37.46% 28.27%
December 2020........ 36.76% 27.56%
January 2021......... 36.05% 26.83%
February 2021........ 35.31% 26.09%
March 2021........... 34.56% 25.33%
April 2021........... 33.80% 24.57%
May 2021............. 33.01% 23.79%
June 2021............ 32.21% 23.00%
July 2021............ 31.40% 22.20%
CLASS A CLASS A CLASS A
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
August 2021.......... 30.56% 21.39%
September 2021....... 29.71% 20.56%
October 2021......... 28.84% 19.72%
November 2021........ 27.95% 18.87%
December 2021........ 27.04% 18.00%
January 2022......... 26.11% 17.12%
February 2022........ 25.16% 16.23%
March 2022........... 24.19% 15.32%
April 2022........... 23.20% 14.41%
May 2022............. 22.19% 13.47%
June 2022............ 21.16% 12.52%
July 2022............ 20.10% 11.56%
August 2022.......... 19.03% 10.59%
September 2022....... 17.93% 9.59%
October 2022......... 16.81% 8.59%
November 2022........ 15.67% 7.57%
December 2022........ 14.50% 6.54%
January 2023......... 13.31% 5.49%
February 2023........ 12.10% 4.42%
March 2023........... 10.85% 3.34%
April 2023........... 9.59% 2.24%
May 2023............. 8.30% 1.13%
June 2023............ 6.98% 0.00%
July 2023............ 5.64%
August 2023.......... 4.27%
September 2023....... 2.88%
October 2023......... 1.45%
November 2023........ 0.00%
▇-▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇
CLASS B CLASS PERCENTAGES
CLASS B CLASS B CLASS B
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
July 2000............ 10.05% 10.01% 9.95%
August 2000.......... 10.04% 10.00% 9.94%
September 2000....... 10.03% 9.99% 9.93%
October 2000......... 10.03% 9.99% 9.92%
November 2000........ 10.02% 9.98% 9.92%
December 2000........ 9.94% 9.90% 9.84%
January 2001......... 9.94% 9.90% 9.84%
February 2001........ 9.94% 9.90% 9.83%
March 2001........... 9.94% 9.90% 9.83%
April 2001........... 9.94% 9.90% 9.83%
May 2001............. 9.94% 9.90% 9.82%
June 2001............ 9.94% 9.90% 9.82%
July 2001............ 9.94% 9.90% 9.82%
August 2001.......... 9.94% 9.90% 9.81%
September 2001....... 9.94% 9.91% 9.80%
October 2001......... 9.95% 9.91% 9.80%
November 2001........ 9.95% 9.91% 9.79%
December 2001........ 9.95% 9.91% 9.78%
January 2002......... 9.95% 9.91% 9.78%
February 2002........ 9.95% 9.91% 9.77%
March 2002........... 9.95% 9.91% 9.76%
April 2002........... 9.95% 9.91% 9.75%
May 2002............. 9.95% 9.91% 9.74%
June 2002............ 9.95% 9.91% 9.73%
July 2002............ 9.95% 9.91% 9.72%
August 2002.......... 9.95% 9.91% 9.71%
September 2002....... 9.95% 9.91% 9.70%
October 2002......... 9.95% 9.91% 9.69%
November 2002........ 9.95% 9.91% 9.67%
December 2002........ 9.95% 9.91% 9.66%
January 2003......... 9.95% 9.91% 9.65%
February 2003........ 9.95% 9.91% 9.63%
March 2003........... 9.95% 9.91% 9.62%
April 2003........... 9.95% 9.91% 9.60%
May 2003............. 9.95% 9.91% 9.59%
June 2003............ 9.95% 9.90% 9.57%
July 2003............ 9.95% 9.90% 9.55%
August 2003.......... 9.95% 9.90% 9.53%
September 2003....... 9.95% 9.90% 9.52%
October 2003......... 9.95% 9.90% 9.50%
November 2003........ 9.95% 9.90% 9.48%
December 2003........ 9.95% 9.90% 9.46%
January 2004......... 9.95% 9.90% 9.44%
February 2004........ 9.95% 9.90% 9.42%
March 2004........... 9.95% 9.90% 9.40%
April 2004........... 9.95% 9.90% 9.38%
May 2004............. 9.95% 9.90% 9.35%
June 2004............ 9.95% 9.89% 9.33%
July 2004............ 9.95% 9.89% 9.31%
August 2004.......... 9.95% 9.89% 9.28%
September 2004....... 9.95% 9.89% 9.26%
October 2004......... 9.95% 9.89% 9.23%
November 2004........ 9.95% 9.89% 9.21%
December 2004........ 9.95% 9.88% 9.18%
January 2005......... 9.95% 9.88% 9.16%
CLASS B CLASS B CLASS B
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
February 2005........ 9.95% 9.88% 9.13%
March 2005........... 9.95% 9.88% 9.10%
April 2005........... 9.95% 9.87% 9.07%
May 2005............. 9.95% 9.87% 9.04%
June 2005............ 9.95% 9.87% 9.02%
July 2005............ 9.95% 9.86% 8.98%
August 2005.......... 9.95% 9.86% 8.95%
September 2005....... 9.95% 9.86% 8.92%
October 2005......... 9.95% 9.85% 8.89%
November 2005........ 9.95% 9.85% 8.86%
December 2005........ 9.95% 9.84% 8.83%
January 2006......... 9.95% 9.84% 8.79%
February 2006........ 9.95% 9.84% 8.76%
March 2006........... 9.95% 9.83% 8.73%
April 2006........... 9.95% 9.82% 8.69%
May 2006............. 9.95% 9.82% 8.65%
June 2006............ 9.95% 9.81% 8.62%
July 2006............ 9.95% 9.81% 8.58%
August 2006.......... 9.95% 9.80% 8.54%
September 2006....... 9.95% 9.79% 8.50%
October 2006......... 9.95% 9.79% 8.47%
November 2006........ 9.95% 9.78% 8.43%
December 2006........ 9.95% 9.77% 8.39%
January 2007......... 9.95% 9.76% 8.35%
February 2007........ 9.95% 9.76% 8.30%
March 2007........... 9.95% 9.75% 8.26%
April 2007........... 9.95% 9.74% 8.22%
May 2007............. 9.95% 9.73% 8.18%
June 2007............ 9.94% 9.72% 8.13%
July 2007............ 9.94% 9.71% 8.09%
August 2007.......... 9.94% 9.70% 8.05%
September 2007....... 9.94% 9.69% 8.00%
October 2007......... 9.94% 9.68% 7.95%
November 2007........ 9.94% 9.67% 7.91%
December 2007........ 9.94% 9.65% 7.86%
January 2008......... 9.94% 9.64% 7.81%
February 2008........ 9.93% 9.63% 7.77%
March 2008........... 9.93% 9.62% 7.72%
April 2008........... 9.93% 9.60% 7.67%
May 2008............. 9.93% 9.59% 7.62%
June 2008............ 9.93% 9.58% 7.57%
July 2008............ 9.92% 9.56% 7.52%
August 2008.......... 9.92% 9.55% 7.46%
September 2008....... 9.92% 9.53% 7.41%
October 2008......... 9.92% 9.52% 7.36%
November 2008........ 9.91% 9.50% 7.31%
December 2008........ 9.91% 9.48% 7.25%
January 2009......... 9.91% 9.46% 7.20%
February 2009........ 9.91% 9.45% 7.14%
March 2009........... 9.90% 9.43% 7.09%
April 2009........... 9.90% 9.41% 7.03%
May 2009............. 9.89% 9.39% 6.97%
June 2009............ 9.89% 9.37% 6.92%
July 2009............ 9.89% 9.35% 6.86%
August 2009.......... 9.88% 9.33% 6.80%
A-6-1
15
CLASS B CLASS PERCENTAGES (CONTINUED)
CLASS B CLASS B CLASS B
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
September 2009....... 9.88% 9.31% 6.74%
October 2009......... 9.87% 9.29% 6.68%
November 2009........ 9.87% 9.26% 6.62%
December 2009........ 9.86% 9.24% 6.56%
January 2010......... 9.86% 9.22% 6.49%
February 2010........ 9.85% 9.19% 6.43%
March 2010........... 9.85% 9.17% 6.37%
April 2010........... 9.84% 9.14% 6.31%
May 2010............. 9.84% 9.12% 6.24%
June 2010............ 9.83% 9.09% 6.18%
July 2010............ 9.82% 9.06% 6.11%
August 2010.......... 9.82% 9.04% 6.04%
September 2010....... 9.81% 9.01% 5.98%
October 2010......... 9.80% 8.98% 5.91%
November 2010........ 9.80% 8.95% 5.84%
December 2010........ 9.79% 8.92% 5.77%
January 2011......... 9.78% 8.89% 5.71%
February 2011........ 9.77% 8.85% 5.64%
March 2011........... 9.76% 8.82% 5.56%
April 2011........... 9.75% 8.79% 5.49%
May 2011............. 9.74% 8.75% 5.42%
June 2011............ 9.73% 8.72% 5.35%
July 2011............ 9.72% 8.68% 5.28%
August 2011.......... 9.71% 8.65% 5.20%
September 2011....... 9.70% 8.61% 5.13%
October 2011......... 9.69% 8.57% 5.06%
November 2011........ 9.68% 8.54% 4.98%
December 2011........ 9.67% 8.50% 4.90%
January 2012......... 9.65% 8.46% 4.83%
February 2012........ 9.64% 8.42% 4.75%
March 2012........... 9.63% 8.37% 4.67%
April 2012........... 9.61% 8.33% 4.60%
May 2012............. 9.60% 8.29% 4.52%
June 2012............ 9.58% 8.24% 4.44%
July 2012............ 9.56% 8.20% 4.36%
August 2012.......... 9.55% 8.15% 4.28%
September 2012....... 9.53% 8.11% 4.19%
October 2012......... 9.51% 8.06% 4.11%
November 2012........ 9.50% 8.01% 4.03%
December 2012........ 9.48% 7.96% 3.95%
January 2013......... 9.46% 7.91% 3.86%
February 2013........ 9.44% 7.86% 3.78%
March 2013........... 9.42% 7.81% 3.69%
April 2013........... 9.40% 7.75% 3.61%
May 2013............. 9.38% 7.70% 3.52%
June 2013............ 9.35% 7.64% 3.43%
July 2013............ 9.33% 7.59% 3.35%
August 2013.......... 9.30% 7.53% 3.26%
September 2013....... 9.28% 7.47% 3.17%
October 2013......... 9.25% 7.41% 3.08%
November 2013........ 9.23% 7.35% 2.99%
December 2013........ 9.20% 7.29% 2.90%
January 2014......... 9.17% 7.23% 2.81%
February 2014........ 9.14% 7.17% 2.72%
March 2014........... 9.11% 7.10% 2.62%
April 2014........... 9.08% 7.04% 2.53%
May 2014............. 9.05% 6.97% 2.44%
CLASS B CLASS B CLASS B
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
June 2014............ 9.02% 6.91% 2.34%
July 2014............ 8.99% 6.84% 2.25%
August 2014.......... 8.95% 6.77% 2.15%
September 2014....... 8.92% 6.70% 2.06%
October 2014......... 8.88% 6.63% 1.96%
November 2014........ 8.84% 6.55% 1.86%
December 2014........ 8.81% 6.48% 1.76%
January 2015......... 8.77% 6.41% 1.67%
February 2015........ 8.73% 6.33% 1.57%
March 2015........... 8.68% 6.25% 1.47%
April 2015........... 8.64% 6.17% 1.37%
May 2015............. 8.60% 6.09% 1.26%
June 2015............ 8.55% 6.01% 1.16%
July 2015............ 8.50% 5.93% 1.06%
August 2015.......... 8.45% 5.84% 0.96%
September 2015....... 8.40% 5.76% 0.85%
October 2015......... 8.35% 5.67% 0.75%
November 2015........ 8.30% 5.58% 0.64%
December 2015........ 8.24% 5.49% 0.54%
January 2016......... 8.19% 5.40% 0.43%
February 2016........ 8.13% 5.31% 0.32%
March 2016........... 8.07% 5.22% 0.22%
April 2016........... 8.01% 5.12% 0.11%
May 2016............. 7.95% 5.03% 0.00%
June 2016............ 7.88% 4.93%
July 2016............ 7.82% 4.83%
August 2016.......... 7.75% 4.73%
September 2016....... 7.68% 4.63%
October 2016......... 7.61% 4.53%
November 2016........ 7.54% 4.42%
December 2016........ 7.46% 4.32%
January 2017......... 7.39% 4.21%
February 2017........ 7.31% 4.10%
March 2017........... 7.23% 3.99%
April 2017........... 7.15% 3.88%
May 2017............. 7.07% 3.77%
June 2017............ 6.98% 3.65%
July 2017............ 6.89% 3.54%
August 2017.......... 6.81% 3.42%
September 2017....... 6.72% 3.30%
October 2017......... 6.62% 3.19%
November 2017........ 6.53% 3.06%
December 2017........ 6.43% 2.94%
January 2018......... 6.33% 2.82%
February 2018........ 6.23% 2.69%
March 2018........... 6.13% 2.57%
April 2018........... 6.02% 2.44%
May 2018............. 5.92% 2.31%
June 2018............ 5.81% 2.18%
July 2018............ 5.69% 2.04%
August 2018.......... 5.58% 1.91%
September 2018....... 5.46% 1.77%
October 2018......... 5.34% 1.63%
November 2018........ 5.22% 1.49%
December 2018........ 5.09% 1.35%
January 2019......... 4.96% 1.21%
February 2019........ 4.83% 1.06%
A-6-2
16
CLASS B CLASS PERCENTAGES (CONTINUED)
CLASS B CLASS B CLASS B
PAYMENT DATE MINIMUM SCHEDULED SUPPLEMENTAL
OCCURRING IN PERCENTAGE PERCENTAGE PERCENTAGE
------------ ---------- ---------- ------------
March 2019........... 4.69% 0.92%
April 2019........... 4.56% 0.77%
May 2019............. 4.42% 0.62%
June 2019............ 4.27% 0.47%
July 2019............ 4.13% 0.31%
August 2019.......... 3.98% 0.16%
September 2019....... 3.82% 0.00%
October 2019......... 3.67%
November 2019........ 3.51%
December 2019........ 3.34%
January 2020......... 3.18%
February 2020........ 3.01%
March 2020........... 2.84%
April 2020........... 2.66%
May 2020............. 2.48%
June 2020............ 2.29%
July 2020............ 2.10%
August 2020.......... 1.91%
September 2020....... 1.72%
October 2020......... 1.52%
November 2020........ 1.31%
December 2020........ 1.10%
January 2021......... 0.89%
February 2021........ 0.68%
March 2021........... 0.45%
April 2021........... 0.23%
May 2021............. 0.00%
▇-▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇
CLASS C CLASS PERCENTAGES
CLASS C CLASS C
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
July 2000............ 100.00% 100.00%
August 2000.......... 100.00% 99.99%
September 2000....... 100.00% 99.96%
October 2000......... 99.99% 99.92%
November 2000........ 99.98% 99.87%
December 2000........ 99.97% 99.80%
January 2001......... 99.96% 99.72%
February 2001........ 99.94% 99.64%
March 2001........... 99.92% 99.54%
April 2001........... 99.90% 99.42%
May 2001............. 99.87% 99.30%
June 2001............ 99.84% 99.17%
July 2001............ 99.81% 99.03%
August 2001.......... 99.77% 98.88%
September 2001....... 99.73% 98.72%
October 2001......... 99.69% 98.55%
November 2001........ 99.64% 98.36%
December 2001........ 99.59% 98.17%
January 2002......... 99.53% 97.97%
February 2002........ 99.47% 97.76%
March 2002........... 99.41% 97.55%
April 2002........... 99.34% 97.32%
May 2002............. 99.27% 97.08%
June 2002............ 99.20% 96.84%
July 2002............ 99.12% 96.58%
August 2002.......... 99.04% 96.32%
September 2002....... 98.95% 96.05%
October 2002......... 98.87% 95.77%
November 2002........ 98.77% 95.48%
December 2002........ 98.67% 95.18%
January 2003......... 98.57% 94.88%
February 2003........ 98.47% 94.56%
March 2003........... 98.36% 94.24%
April 2003........... 98.24% 93.91%
May 2003............. 98.12% 93.57%
June 2003............ 98.00% 93.22%
July 2003............ 97.87% 92.86%
August 2003.......... 97.74% 92.50%
September 2003....... 97.61% 92.13%
October 2003......... 97.47% 91.75%
November 2003........ 97.32% 91.36%
December 2003........ 97.17% 90.96%
January 2004......... 97.02% 90.56%
February 2004........ 96.87% 90.15%
March 2004........... 96.70% 89.73%
April 2004........... 96.54% 89.30%
May 2004............. 96.37% 88.86%
June 2004............ 96.19% 88.42%
July 2004............ 96.01% 87.97%
August 2004.......... 95.83% 87.51%
September 2004....... 95.64% 87.04%
October 2004......... 95.45% 86.57%
November 2004........ 95.25% 86.08%
December 2004........ 95.05% 85.59%
January 2005......... 94.85% 85.10%
CLASS C CLASS C
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
February 2005........ 94.63% 84.59%
March 2005........... 94.42% 84.08%
April 2005........... 94.20% 83.56%
May 2005............. 93.97% 83.03%
June 2005............ 93.75% 82.49%
July 2005............ 93.51% 81.95%
August 2005.......... 93.27% 81.40%
September 2005....... 93.03% 80.84%
October 2005......... 92.78% 80.28%
November 2005........ 92.53% 79.71%
December 2005........ 92.27% 79.13%
January 2006......... 92.01% 78.54%
February 2006........ 91.74% 77.95%
March 2006........... 91.47% 77.35%
April 2006........... 91.20% 76.74%
May 2006............. 90.92% 76.12%
June 2006............ 90.63% 75.50%
July 2006............ 90.34% 74.87%
August 2006.......... 90.04% 74.23%
September 2006....... 89.74% 73.58%
October 2006......... 89.44% 72.93%
November 2006........ 89.13% 72.27%
December 2006........ 88.81% 71.61%
January 2007......... 88.49% 70.93%
February 2007........ 88.17% 70.25%
March 2007........... 87.84% 69.57%
April 2007........... 87.51% 68.87%
May 2007............. 87.17% 68.17%
June 2007............ 86.82% 67.46%
July 2007............ 86.47% 66.75%
August 2007.......... 86.12% 66.02%
September 2007....... 85.76% 65.29%
October 2007......... 85.40% 64.56%
November 2007........ 85.03% 63.81%
December 2007........ 84.65% 63.06%
January 2008......... 84.28% 62.31%
February 2008........ 83.89% 61.54%
March 2008........... 83.50% 60.77%
April 2008........... 83.11% 59.99%
May 2008............. 82.71% 59.21%
June 2008............ 82.31% 58.42%
July 2008............ 81.90% 57.62%
August 2008.......... 81.48% 56.81%
September 2008....... 81.06% 56.00%
October 2008......... 80.64% 55.18%
November 2008........ 80.21% 54.36%
December 2008........ 79.77% 53.52%
January 2009......... 79.33% 52.68%
February 2009........ 78.89% 51.84%
March 2009........... 78.44% 50.99%
April 2009........... 77.98% 50.13%
May 2009............. 77.52% 49.26%
June 2009............ 77.06% 48.39%
July 2009............ 76.59% 47.51%
August 2009.......... 76.11% 46.62%
A-7-1
18
CLASS C CLASS PERCENTAGES (CONTINUED)
CLASS C CLASS C
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
September 2009....... 75.63% 45.73%
October 2009......... 75.14% 44.83%
November 2009........ 74.65% 43.92%
December 2009........ 74.16% 43.01%
January 2010......... 73.65% 42.09%
February 2010........ 73.15% 41.16%
March 2010........... 72.63% 40.23%
April 2010........... 72.12% 39.29%
May 2010............. 71.59% 38.35%
June 2010............ 71.06% 37.39%
July 2010............ 70.53% 36.44%
August 2010.......... 69.99% 35.47%
September 2010....... 69.45% 34.50%
October 2010......... 68.90% 33.52%
November 2010........ 68.34% 32.53%
December 2010........ 67.78% 31.54%
January 2011......... 67.22% 30.55%
February 2011........ 66.65% 29.54%
March 2011........... 66.07% 28.53%
April 2011........... 65.49% 27.51%
May 2011............. 64.90% 26.49%
June 2011............ 64.31% 25.46%
July 2011............ 63.71% 24.42%
August 2011.......... 63.11% 23.38%
September 2011....... 62.50% 22.33%
October 2011......... 61.89% 21.27%
November 2011........ 61.27% 20.21%
December 2011........ 60.65% 19.14%
January 2012......... 60.02% 18.07%
February 2012........ 59.38% 16.98%
March 2012........... 58.74% 15.90%
April 2012........... 58.09% 14.80%
May 2012............. 57.44% 13.70%
June 2012............ 56.78% 12.59%
July 2012............ 56.12% 11.48%
August 2012.......... 55.45% 10.36%
September 2012....... 54.78% 9.24%
October 2012......... 54.10% 8.10%
November 2012........ 53.42% 6.96%
December 2012........ 52.73% 5.82%
January 2013......... 52.03% 4.67%
February 2013........ 51.33% 3.51%
March 2013........... 50.62% 2.35%
April 2013........... 49.91% 1.18%
May 2013............. 49.19% 0.00%
June 2013............ 48.47%
July 2013............ 47.74%
August 2013.......... 47.01%
September 2013....... 46.27%
October 2013......... 45.52%
November 2013........ 44.77%
CLASS C CLASS C
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
December 2013........ 44.02%
January 2014......... 43.25%
February 2014........ 42.49%
March 2014........... 41.71%
April 2014........... 40.94%
May 2014............. 40.15%
June 2014............ 39.36%
July 2014............ 38.57%
August 2014.......... 37.76%
September 2014....... 36.96%
October 2014......... 36.14%
November 2014........ 35.33%
December 2014........ 34.50%
January 2015......... 33.67%
February 2015........ 32.84%
March 2015........... 32.00%
April 2015........... 31.15%
May 2015............. 30.30%
June 2015............ 29.44%
July 2015............ 28.58%
August 2015.......... 27.71%
September 2015....... 26.83%
October 2015......... 25.95%
November 2015........ 25.07%
December 2015........ 24.18%
January 2016......... 23.28%
February 2016........ 22.37%
March 2016........... 21.46%
April 2016........... 20.55%
May 2016............. 19.63%
June 2016............ 18.70%
July 2016............ 17.77%
August 2016.......... 16.83%
September 2016....... 15.89%
October 2016......... 14.94%
November 2016........ 13.98%
December 2016........ 13.02%
January 2017......... 12.06%
February 2017........ 11.08%
March 2017........... 10.10%
April 2017........... 9.12%
May 2017............. 8.13%
June 2017............ 7.13%
July 2017............ 6.13%
August 2017.......... 5.13%
September 2017....... 4.11%
October 2017......... 3.09%
November 2017........ 2.07%
December 2017........ 1.04%
January 2018......... 0.00%
▇-▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇
CLASS D CLASS PERCENTAGES
CLASS D CLASS D
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
July 2000............ 100.00% 100.00%
August 2000.......... 100.00% 100.00%
September 2000....... 100.00% 100.00%
October 2000......... 100.00% 100.00%
November 2000........ 100.00% 100.00%
December 2000........ 100.00% 100.00%
January 2001......... 100.00% 100.00%
February 2001........ 100.00% 100.00%
March 2001........... 100.00% 100.00%
April 2001........... 100.00% 100.00%
May 2001............. 100.00% 100.00%
June 2001............ 100.00% 100.00%
July 2001............ 100.00% 100.00%
August 2001.......... 100.00% 100.00%
September 2001....... 100.00% 100.00%
October 2001......... 100.00% 100.00%
November 2001........ 100.00% 100.00%
December 2001........ 100.00% 100.00%
January 2002......... 100.00% 100.00%
February 2002........ 100.00% 100.00%
March 2002........... 100.00% 100.00%
April 2002........... 100.00% 100.00%
May 2002............. 100.00% 100.00%
June 2002............ 100.00% 100.00%
July 2002............ 100.00% 100.00%
August 2002.......... 100.00% 100.00%
September 2002....... 100.00% 100.00%
October 2002......... 100.00% 100.00%
November 2002........ 100.00% 100.00%
December 2002........ 100.00% 100.00%
January 2003......... 100.00% 100.00%
February 2003........ 100.00% 100.00%
March 2003........... 100.00% 100.00%
April 2003........... 100.00% 100.00%
May 2003............. 100.00% 100.00%
June 2003............ 100.00% 100.00%
July 2003............ 100.00% 100.00%
August 2003.......... 100.00% 100.00%
September 2003....... 100.00% 100.00%
October 2003......... 100.00% 100.00%
November 2003........ 100.00% 100.00%
December 2003........ 100.00% 100.00%
January 2004......... 100.00% 100.00%
February 2004........ 100.00% 100.00%
March 2004........... 100.00% 100.00%
April 2004........... 100.00% 100.00%
May 2004............. 100.00% 100.00%
June 2004............ 100.00% 100.00%
July 2004............ 100.00% 100.00%
August 2004.......... 100.00% 100.00%
September 2004....... 100.00% 100.00%
October 2004......... 100.00% 100.00%
November 2004........ 100.00% 100.00%
December 2004........ 100.00% 100.00%
January 2005......... 100.00% 100.00%
CLASS D CLASS D
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
February 2005........ 100.00% 100.00%
March 2005........... 100.00% 100.00%
April 2005........... 100.00% 100.00%
May 2005............. 100.00% 100.00%
June 2005............ 100.00% 100.00%
July 2005............ 100.00% 100.00%
August 2005.......... 100.00% 100.00%
September 2005....... 100.00% 100.00%
October 2005......... 100.00% 100.00%
November 2005........ 100.00% 100.00%
December 2005........ 100.00% 100.00%
January 2006......... 100.00% 100.00%
February 2006........ 100.00% 100.00%
March 2006........... 100.00% 100.00%
April 2006........... 100.00% 100.00%
May 2006............. 100.00% 100.00%
June 2006............ 100.00% 100.00%
July 2006............ 100.00% 100.00%
August 2006.......... 100.00% 100.00%
September 2006....... 100.00% 100.00%
October 2006......... 100.00% 99.95%
November 2006........ 100.00% 99.84%
December 2006........ 100.00% 99.69%
January 2007......... 100.00% 99.50%
February 2007........ 100.00% 99.27%
March 2007........... 100.00% 99.01%
April 2007........... 100.00% 98.71%
May 2007............. 100.00% 98.39%
June 2007............ 100.00% 98.03%
July 2007............ 100.00% 97.65%
August 2007.......... 100.00% 97.24%
September 2007....... 100.00% 96.80%
October 2007......... 100.00% 96.34%
November 2007........ 100.00% 95.85%
December 2007........ 99.99% 95.33%
January 2008......... 99.99% 94.80%
February 2008........ 99.99% 94.23%
March 2008........... 99.99% 93.65%
April 2008........... 99.98% 93.04%
May 2008............. 99.98% 92.41%
June 2008............ 99.97% 91.76%
July 2008............ 99.96% 91.09%
August 2008.......... 99.96% 90.39%
September 2008....... 99.95% 89.67%
October 2008......... 99.94% 88.94%
November 2008........ 99.93% 88.18%
December 2008........ 99.91% 87.40%
January 2009......... 99.90% 86.60%
February 2009........ 99.88% 85.78%
March 2009........... 99.86% 84.94%
April 2009........... 99.85% 84.09%
May 2009............. 99.82% 83.21%
June 2009............ 99.80% 82.31%
July 2009............ 99.78% 81.40%
August 2009.......... 99.75% 80.46%
A-8-1
20
CLASS D CLASS PERCENTAGES (CONTINUED)
CLASS D CLASS D
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
September 2009....... 99.72% 79.51%
October 2009......... 99.69% 78.54%
November 2009........ 99.65% 77.55%
December 2009........ 99.62% 76.55%
January 2010......... 99.58% 75.52%
February 2010........ 99.53% 74.48%
March 2010........... 99.49% 73.42%
April 2010........... 99.44% 72.34%
May 2010............. 99.39% 71.24%
June 2010............ 99.34% 70.13%
July 2010............ 99.28% 69.00%
August 2010.......... 99.22% 67.85%
September 2010....... 99.15% 66.69%
October 2010......... 99.09% 65.51%
November 2010........ 99.01% 64.31%
December 2010........ 98.94% 63.10%
January 2011......... 98.86% 61.86%
February 2011........ 98.78% 60.62%
March 2011........... 98.69% 59.35%
April 2011........... 98.60% 58.07%
May 2011............. 98.50% 56.78%
June 2011............ 98.40% 55.47%
July 2011............ 98.30% 54.14%
August 2011.......... 98.19% 52.79%
September 2011....... 98.07% 51.43%
October 2011......... 97.95% 50.06%
November 2011........ 97.83% 48.67%
December 2011........ 97.70% 47.26%
January 2012......... 97.56% 45.84%
February 2012........ 97.42% 44.40%
March 2012........... 97.27% 42.95%
April 2012........... 97.12% 41.48%
May 2012............. 96.97% 40.00%
June 2012............ 96.80% 38.50%
July 2012............ 96.63% 36.98%
August 2012.......... 96.46% 35.45%
September 2012....... 96.27% 33.91%
October 2012......... 96.09% 32.35%
November 2012........ 95.89% 30.78%
December 2012........ 95.69% 29.19%
January 2013......... 95.48% 27.59%
February 2013........ 95.27% 25.97%
March 2013........... 95.04% 24.34%
April 2013........... 94.82% 22.69%
May 2013............. 94.58% 21.03%
June 2013............ 94.34% 19.36%
July 2013............ 94.08% 17.67%
August 2013.......... 93.82% 15.97%
September 2013....... 93.56% 14.25%
October 2013......... 93.28% 12.52%
November 2013........ 93.00% 10.77%
December 2013........ 92.71% 9.01%
January 2014......... 92.41% 7.24%
February 2014........ 92.10% 5.45%
March 2014........... 91.79% 3.65%
April 2014........... 91.46% 1.83%
May 2014............. 91.13% 0.00%
CLASS D CLASS D
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
June 2014............ 90.78%
July 2014............ 90.43%
August 2014.......... 90.07%
September 2014....... 89.70%
October 2014......... 89.32%
November 2014........ 88.93%
December 2014........ 88.53%
January 2015......... 88.12%
February 2015........ 87.70%
March 2015........... 87.27%
April 2015........... 86.83%
May 2015............. 86.38%
June 2015............ 85.92%
July 2015............ 85.45%
August 2015.......... 84.97%
September 2015....... 84.47%
October 2015......... 83.97%
November 2015........ 83.45%
December 2015........ 82.92%
January 2016......... 82.39%
February 2016........ 81.83%
March 2016........... 81.27%
April 2016........... 80.70%
May 2016............. 80.11%
June 2016............ 79.51%
July 2016............ 78.90%
August 2016.......... 78.28%
September 2016....... 77.64%
October 2016......... 76.99%
November 2016........ 76.33%
December 2016........ 75.65%
January 2017......... 74.96%
February 2017........ 74.26%
March 2017........... 73.54%
April 2017........... 72.81%
May 2017............. 72.07%
June 2017............ 71.31%
July 2017............ 70.54%
August 2017.......... 69.75%
September 2017....... 68.95%
October 2017......... 68.14%
November 2017........ 67.31%
December 2017........ 66.46%
January 2018......... 65.60%
February 2018........ 64.73%
March 2018........... 63.84%
April 2018........... 62.93%
May 2018............. 62.01%
June 2018............ 61.07%
July 2018............ 60.12%
August 2018.......... 59.15%
September 2018....... 58.16%
October 2018......... 57.16%
November 2018........ 56.14%
December 2018........ 55.10%
January 2019......... 54.05%
February 2019........ 52.98%
A-8-2
21
CLASS D CLASS PERCENTAGES (CONTINUED)
CLASS D CLASS D
PAYMENT DATE MINIMUM SCHEDULED
OCCURRING IN PERCENTAGE PERCENTAGE
------------ ---------------- ----------------
March 2019........... 51.89%
April 2019........... 50.79%
May 2019............. 49.67%
June 2019............ 48.53%
July 2019............ 47.37%
August 2019.......... 46.20%
September 2019....... 45.00%
October 2019......... 43.79%
November 2019........ 42.56%
December 2019........ 41.31%
January 2020......... 40.05%
February 2020........ 38.76%
March 2020........... 37.45%
April 2020........... 36.13%
May 2020............. 34.79%
June 2020............ 33.42%
July 2020............ 32.04%
August 2020.......... 30.64%
September 2020....... 29.21%
October 2020......... 27.77%
November 2020........ 26.31%
December 2020........ 24.82%
January 2021......... 23.32%
February 2021........ 21.79%
March 2021........... 20.25%
April 2021........... 18.68%
May 2021............. 17.09%
June 2021............ 15.48%
July 2021............ 13.85%
August 2021.......... 12.20%
September 2021....... 10.52%
October 2021......... 8.82%
November 2021........ 7.10%
December 2021........ 5.36%
January 2022......... 3.60%
February 2022........ 1.81%
March 2022........... 0.00%
▇-▇-▇
▇▇
▇▇▇▇▇▇▇ ▇-▇ TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS A-3 FLOATING RATE NOTE
AERCO LIMITED
SUBCLASS A-3 NOTE, due July 15, 2025
No. ____ [CUSIP][ISIN][CCN]
$
BEARER GLOBAL NOTE
AERCO 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 the BEARER, upon surrender hereof, the
principal sum set forth on the grid schedule attached hereto and made a part
hereof (provided, however, that the aggregate principal amount hereof and of all
other Subclass A-3 Notes outstanding, collectively, shall not exceed FIVE
HUNDRED SIXTY FIVE MILLION DOLLARS ($565,000,000)) on July 15, 2025 (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 .46% 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-3 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-3 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass A-3 Notes, due July 15, 2025", issued
under the Trust Indenture dated as of July 15, 1998 and supplemented by an
Indenture Supplement dated as of July 17, 2000 (as amended or supplemented from
time to time, the "Indenture"), between the Issuer and Bankers Trust Company, as
trustee (the "Trustee"). This Subclass A-3 Note is freely negotiable and
transfer of this Subclass A-3 Note shall be by delivery hereof. The Indenture
also provides for the issuance of Subclass A-2 Notes, Subclass A-4 Notes,
Subclass B-1 Notes, Subclass B-2 Notes, Subclass C-1 Notes, Subclass C-2 Notes,
Subclass D-2 Notes, Subclass E-1 Notes and Subclass E-2 Notes (collectively with
the Subclass A-3 Notes, the "Notes"). The Subclass A-3, Subclass A-4, Subclass
B-2, Subclass C-2, Subclass D-2 and Subclass E-2 Notes are collectively referred
to as the "New Notes". All capitalized terms used in this Subclass A-3 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 Trustee and the Subclass A-3 Noteholders. This
Subclass A-3 Note is subject to all terms of the Indenture.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass A-3 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount
23
therefor after making payments entitled to priority under Sections 3.08 and 3.09
of the Indenture.
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass A-3 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-3 Note (i) with the application of funds other than
the Available Collections Amount (including proceeds from Refinancing Notes and
proceeds from third parties), such amount shall be redeemed at a Redemption
Price equal to the product of the applicable Redemption Premium applicable
thereto and the Outstanding Principal Balance thereof and (ii) with the
application of the Available Collections Amount, such amount shall be redeemed
at a Redemption Price equal to the Outstanding Principal Balance thereof.
Following the Expected Final Payment Date of this Subclass A-3 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 0.5% per annum, payable on each Payment Date, subject
to the availability of the Available Collections Amount therefor after making
payments entitled to priority under Sections 3.08 and 3.09 of the Indenture.
Any amount of Redemption Premium or interest (including Step-Up
Interest) on this Subclass A-3 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-3 Note, 0.5% 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 the Available Collections Amount therefor after making payments
entitled to priority under Sections 3.08 and 3.09 of the Indenture.
If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
New Notes other than the Subclass D-2 and Subclass E-2 Notes is not declared
effective by the Commission, on or before April 12, 2001 in accordance with the
terms of the Registration Rights Agreement dated as of July 17, 2000, among the
Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited and ▇▇▇▇▇▇ Brothers Inc.,
thereafter an additional incremental interest amount will accrue on each
subclass of New Notes other than the Subclass D-2 and Subclass E-2 Notes, at an
annual rate of 0.5%. Such additional incremental interest amounts on the New
Notes other than the Subclass D-2 and Subclass E-2 Notes will be payable in cash
on each Payment Date until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.
The indebtedness evidenced by the Subclass A-3 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, and this Subclass A-3
Note is issued subject to such provisions. Each Holder of this Subclass A-3
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
24
such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee his
attorney-in-fact for such purpose.
The maturity of this Subclass A-3 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture.
This Subclass A-3 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 August 15, 2000,
to the Holder hereof, in the manner specified in Section 3.08 and Section 3.09
of the Indenture, such Holder's pro rata share (based on the aggregate
percentage of the Outstanding Principal Balance of the Subclass A-3 Notes held
by such Holder) of the aggregate amount distributable to all Holders of Subclass
A-3 Notes on such Payment Date.
All amounts payable in respect of this Subclass A-3 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the Indenture to the Holder hereof. The final payment with respect to this
Subclass A-3 Note, however, shall be made only upon presentation and surrender
of this Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice given by the
Trustee or Paying Agent with respect to such final payment. At such time, if
any, as this Subclass A-3 Note is issued in the form of one or more Definitive
Registered Notes, payments on a Payment Date shall be made by check mailed to
each Noteholder of such a Definitive Registered Note on the applicable Record
Date at its address appearing on the Register maintained with respect to
Subclass A-3 Notes. Alternatively, upon application in writing to the Trustee,
not later than the applicable Record Date, by a Noteholder of one or more
Definitive Registered Notes of Subclass A-3 having an aggregate principal amount
of not less than $1,000,000, any such payments shall be made by wire transfer to
an account designated by such Noteholder at a financial institution in New York,
New York. The final payment with respect to any such Definitive Registered Note,
however, shall be made only upon presentation and surrender of such Definitive
Registered Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice of such final
payment given by the Trustee or Paying Agent. Any reduction in the principal
amount of this Subclass A-3 Note (or any one or more predecessor Subclass A-3
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Subclass A-3 Note and of any Subclass A-3 Note issued
upon the exchange or in lieu of or upon the refinancing of this Subclass A-3
Note, whether or not noted hereon.
The Holder of this Subclass A-3 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal, Redemption Premium
and interest) paid to it in respect of this Subclass A-3 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.
The Indenture permits the amendment or modification of the Indenture
and the Subclass A-3 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 Swap Provider and each Holder of
25
any Notes affected thereby, no such amendment may (i) modify the provisions of
the Indenture or the Notes 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 Redemption Premium, if any, payable in respect of any
subclass of Notes, (ii) reduce the percentage of the aggregate Outstanding
Principal Balance of such subclass of Notes required to approve any amendment or
waiver of Section 9.01 of the Indenture or (iii) alter the manner or priority of
payment of such subclass of Notes (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-3 Note. The Indenture also
permits the 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 Swap Provider, each provider of a Credit Facility, each
Noteholder of the subclass affected thereby and each Noteholder of any 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 payments under all Credit Facilities 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-3 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-3 Note and of any Subclass A-3 Note issued upon the exchange or
in lieu of or upon the refinancing of this Subclass A-3 Note, whether or not
notation of such consent or waiver is made upon this Subclass A-3 Note.
The term "Issuer" as used in this Subclass A-3 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 Trustee and the Holders of
Subclass A-3 Notes under the Indenture.
The Subclass A-3 Notes are issuable only in bearer form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass A-3 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 Trustee whose name appears below by manual or facsimile signature, this
Subclass A-3 Note
26
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-3 Note to be
signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass A-3 Notes due July 15, 2025 designated
above and referred to in the within-mentioned Indenture.
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
27
SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
EVIDENCED BY THIS SUBCLASS A-3 NOTE
The initial principal amount of indebtedness evidenced by this
Subclass A-3 Note shall be $________. The following decreases/increases in the
principal amount evidenced by this Subclass A-3 Note have been made:
Decrease in Increase in Total Principal Amount of
Date of Decrease/ Principal Amount Principal this Subclass A-3 Note Notation Made
Increase of this Subclass Amount of this Following such by or on
A-3 Note Subclass A-3 Decrease/Increase Behalf of
Note Trustee
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28
APPENDIX
POOL FACTORS AND EXTENDED POOL FACTORS
The Pool Factor for this Subclass A-3 Note for any Payment Date shall be
determined as the product of (a) the Base Pool Factor for such Payment Date set
forth on Schedule 1 attached hereto and (b) the lesser of (1) one and (2) the
product of the Non-Delivery Adjustment Factor for such Payment Date and a
fraction, the numerator of which is $800,000,000 and the denominator of which is
$565,000,000.
The Extended Pool Factor for this Subclass A-3 Note for any Payment Date shall
be determined as the product of (a) the Base Extended Pool Factor for such
Payment Date set forth on Schedule 1 hereto and (b) the lesser of (1) one and
(2) the product of the Non-Delivery Adjustment Factor for such Payment Date and
a fraction, the numerator of which is $800,000,000 and the denominator of which
is $565,000,000.
29
SCHEDULE 1 TO APPENDIX TO
SUBCLASS A-3 NOTE
BASE POOL FACTORS AND BASE EXTENDED POOL FACTORS
30
EXHIBIT A-4 TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS A-4 FLOATING RATE NOTE
AERCO LIMITED
SUBCLASS A-4 NOTE, due July 15, 2025
No. ____ [CUSIP][ISIN][CCN]
$
BEARER GLOBAL NOTE
AERCO 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 the BEARER, upon surrender hereof, the
principal sum set forth on the grid schedule attached hereto and made a part
hereof (provided, however that the aggregate principal amount hereof and of all
other Subclass A-4 Notes outstanding, collectively, shall not exceed TWO HUNDRED
THIRTY FIVE MILLION DOLLARS ($235,000,000)) on July 15, 2025 (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 .52% 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-4 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-4 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass A-4 Notes, due July 15, 2025", issued
under the Trust Indenture dated as of July 15, 1998 and supplemented by an
Indenture Supplement dated as of July 17, 2000 (as amended or supplemented from
time to time, the "Indenture"), between the Issuer and Bankers Trust Company, as
trustee (the "Trustee"). This Subclass A-4 Note is freely negotiable and
transfer of this Subclass A-4 Note shall be by delivery hereof. The Indenture
also provides for the issuance of Subclass A-2 Notes, Subclass A-3 Notes,
Subclass B-1 Notes, Subclass B-2 Notes, Subclass C-1 Notes, Subclass C-2 Notes,
Subclass D-2 Notes, Subclass E-1 Notes and Subclass E-2 Notes (collectively with
the Subclass A-4 Notes, the "Notes"). The Subclass A-3, Subclass A-4, Subclass
B-2, Subclass C-2, Subclass D-2 and Subclass E-2 Notes are collectively referred
to as the "New Notes". All capitalized terms used in this Subclass A-4 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 Trustee and the Subclass A-4 Noteholders. This
Subclass A-4 Note is subject to all terms of the Indenture.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass A-4 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount
31
therefor after making payments entitled to priority under Sections 3.08 and 3.09
of the Indenture.
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass A-4 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-4 Note (i) with the application of funds other than
the Available Collections Amount (including proceeds from Refinancing Notes and
proceeds from third parties), such amount shall be redeemed at a Redemption
Price equal to the product of the applicable Redemption Premium applicable
thereto and the Outstanding Principal Balance thereof and (ii) with the
application of the Available Collections Amount, such amount shall be redeemed
at a Redemption Price equal to the Outstanding Principal Balance thereof.
Any amount of Redemption Premium or interest on this Subclass A-4 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.
If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
New Notes other than the Subclass D-2 and Subclass E-2 Notes is not declared
effective by the Commission, on or before April 12, 2001 in accordance with the
terms of the Registration Rights Agreement dated as of July 17, 2000 among the
Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited and ▇▇▇▇▇▇ Brothers Inc.,
thereafter an additional incremental interest amount will accrue on each
subclass of New Notes other than the Subclass D-2 and Subclass E-2 Notes, at an
annual rate of 0.5%. Such additional incremental interest amounts on the New
Notes other than the Subclass D-2 and Subclass E-2 Notes will be payable in cash
on each Payment Date until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.
The indebtedness evidenced by the Subclass A-4 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, and this Subclass A-4
Note is issued subject to such provisions. Each Holder of this Subclass A-4
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the 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 Trustee his attorney-in-fact for
such purpose.
The maturity of this Subclass A-4 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture.
This Subclass A-4 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 August 15, 2000,
to the Holder
32
hereof, in the manner specified in Section 3.08 and Section 3.09 of the
Indenture, such Holder's pro rata share (based on the aggregate percentage of
the Outstanding Principal Balance of the Subclass A-4 Notes held by such Holder)
of the aggregate amount distributable to all Holders of Subclass A-4 Notes on
such Payment Date.
All amounts payable in respect of this Subclass A-4 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the Indenture to the Holder hereof. The final payment with respect to this
Subclass A-4 Note, however, shall be made only upon presentation and surrender
of this Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice given by the
Trustee or Paying Agent with respect to such final payment. At such time, if
any, as this Subclass A-4 Note is issued in the form of one or more Definitive
Registered Notes, payments on a Payment Date shall be made by check mailed to
each Noteholder of such a Definitive Registered Note on the applicable Record
Date at its address appearing on the Register maintained with respect to
Subclass A-4 Notes. Alternatively, upon application in writing to the Trustee,
not later than the applicable Record Date, by a Noteholder of one or more
Definitive Registered Notes of Subclass A-4 having an aggregate principal amount
of not less than $1,000,000, any such payments shall be made by wire transfer to
an account designated by such Noteholder at a financial institution in New York,
New York. The final payment with respect to any such Definitive Registered Note,
however, shall be made only upon presentation and surrender of such Definitive
Registered Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice of such final
payment given by the Trustee or Paying Agent. Any reduction in the principal
amount of this Subclass A-4 Note (or any one or more predecessor Subclass A-4
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Subclass A-4 Note and of any Subclass A-4 Note issued
upon the exchange or in lieu of or upon the refinancing of this Subclass A-4
Note, whether or not noted hereon.
The Holder of this Subclass A-4 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal, Redemption Premium
and interest) paid to it in respect of this Subclass A-4 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.
The Indenture permits the amendment or modification of the Indenture
and the Subclass A-4 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 Swap Provider and each Holder of any Notes affected thereby, no
such amendment may (i) modify the provisions of the Indenture or the Notes
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
Redemption Premium, if any, payable in respect of any subclass of Notes, (ii)
reduce the percentage of the aggregate Outstanding Principal Balance of such
subclass of Notes required to approve any amendment or waiver of Section 9.01 of
the Indenture or (iii) alter the manner or priority of payment of such subclass
of Notes (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-4 Note. The Indenture also permits the
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
33
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 Swap Provider, each provider of a Credit Facility, each
Noteholder of the subclass affected thereby and each Noteholder of any 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 payments under all Credit Facilities 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-4 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-4 Note and of any Subclass A-4 Note issued upon the exchange or
in lieu of or upon the refinancing of this Subclass A-4 Note, whether or not
notation of such consent or waiver is made upon this Subclass A-4 Note.
The term "Issuer" as used in this Subclass A-4 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 Trustee and the Holders of
Subclass A-4 Notes under the Indenture.
The Subclass A-4 Notes are issuable only in bearer form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass A-4 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 Trustee whose name appears below by manual or facsimile signature, this
Subclass A-4 Note shall not be entitled to any benefit under the Indenture, or
be valid or obligatory for any purpose.
34
IN WITNESS WHEREOF, the Issuer has caused this Subclass A-4 Note to be
signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass A-4 Notes due July 15, 2025 designated above and
referred to in the within-mentioned Indenture
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
35
SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
EVIDENCED BY THIS SUBCLASS A-4 NOTE
The initial principal amount of indebtedness evidenced by this Subclass
A-4 Note shall be $________. The following decreases/increases in the principal
amount evidenced by this Subclass A-4 Note have been made:
Decrease in Increase in Total Principal Amount of
Date of Decrease/ Principal Amount Principal this Subclass A-4 Note Notation Made
Increase of this Subclass Amount of this Following such by or on
A-4 Note Subclass A-4 Decrease/Increase Behalf of
Note Trustee
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36
APPENDIX TO SUBCLASS A-4 NOTE
POOL FACTORS AND EXTENDED POOL FACTORS
The "Pool Factor" for this Subclass A-4 Note for any Payment Date shall be
determined as the product of (a) the Base Pool Factor for such Payment Date set
forth on Schedule 1 attached hereto and (b) the greater of (1) zero and (2) a
fraction, the numerator of which is (i) the product of the Non Delivery
Adjustment Factor for such Payment Date and $800,000,000, less (ii) $565,000,000
and the denominator of which is $235,000,000.
The "Extended Pool Factor" for this Subclass A-4 Note for any Payment Date shall
be determined as the product of (a) the Base Extended Pool Factor for such
Payment Date set forth on Schedule 1 attached hereto and (b) the greater of (1)
zero and (2) a fraction, the numerator of which is (i) the product of the Non
Delivery Adjustment Factor for such Payment Date and $800,000,000, less (ii)
$565,000,000, and the denominator of which $235,000,000.
37
SCHEDULE 1 TO APPENDIX TO
SUBCLASS A-4 NOTE
BASE POOL FACTORS AND BASE EXTENDED POOL FACTORS
38
EXHIBIT B-2 TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS B-2 FLOATING RATE NOTE
AERCO LIMITED
SUBCLASS B-2 NOTE, due July 15, 2025
No. ____ [CUSIP][ISIN][CCN]
$
GLOBAL BEARER CERTIFICATE
AERCO 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 the BEARER, upon surrender hereof, the
principal sum set forth on the grid schedule attached hereto and made a part
hereof (provided, however that the aggregate principal amount hereof and of all
other Subclass B-2 Notes outstanding, collectively, shall not exceed EIGHTY
MILLION DOLLARS ($80,000,000)) on July 15, 2025 (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 1.05%
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 B-2 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 B-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass B-2 Notes, due July 15, 2025", issued
under the Trust Indenture dated as of July 15, 1998 and supplemented by an
Indenture Supplement dated as of July 17, 2000 (as amended or supplemented from
time to time, the "Indenture"), between the Issuer and Bankers Trust Company, as
trustee (the "Trustee"). This Subclass B-2 Note is freely negotiable and
transfer of this Subclass B-2 Note shall be by delivery hereof. The Indenture
also provides for the issuance of Subclass A-2 Notes, Subclass A-3 Notes,
Subclass A-4 Notes, Subclass B-1 Notes, Subclass C-1 Notes, Subclass C-2 Notes,
Subclass D-2 Notes, Subclass E-1 Notes and Subclass E-2 Notes (collectively with
the Subclass B-2 Notes, the "Notes"). The Subclass A-3, Subclass A-4, Subclass
B-2, Subclass C-2, Subclass D-2 and Subclass E-2 Notes are collectively referred
to as the "New Notes". All capitalized terms used in this Subclass B-2 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 Trustee and the Subclass B-2
Noteholders. This Subclass B-2 Note is subject to all terms of the Indenture.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass B-2 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount therefor after making payments entitled to priority
under Sections 3.08 and 3.09 of the Indenture.
39
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass B-2 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 B-2 Note (i) with the application of funds other than
the Available Collections Amount (including proceeds from Refinancing Notes and
proceeds from third parties), such amount shall be redeemed at a Redemption
Price equal to the product of the applicable Redemption Premium applicable
thereto and the Outstanding Principal Balance thereof and (ii) with the
application of the Available Collections Amount, such amount shall be redeemed
at a Redemption Price equal to the Outstanding Principal Balance thereof.
Following the Expected Final Payment Date of this Subclass B-2 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 1.50% per annum, payable on each Payment Date, subject
to the availability of the Available Collections Amount therefor after making
payments entitled to priority under Sections 3.08 and 3.09 of the Indenture.
Any amount of Redemption Premium or interest (including Step-Up
Interest) on this Subclass B-2 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 B-2 Note, .5% 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 the Available Collections Amount therefor after making payments
entitled to priority under Section 3.08 and Section 3.09 of the Indenture.
If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
New Notes other than the Subclass D-2 and Subclass E-2 Notes is not declared
effective by the Commission, on or before April 12, 2001 in accordance with the
terms of the Registration Rights Agreement dated as of July 17, 2000 among the
Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited and ▇▇▇▇▇▇ Brothers Inc.,
thereafter an additional incremental interest amount will accrue on each
subclass of New Notes other than the Subclass D-2 and Subclass E-2 Notes, at an
annual rate of 0.5%. Such additional incremental interest amounts on the New
Notes other than the Subclass D-2 and Subclass E-2 Notes will be payable in cash
on each Payment Date until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.
The indebtedness evidenced by the Subclass B-2 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, and this
Subclass B-2 Note is issued subject to such provisions. Each Holder of this
Subclass B-2 Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the 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 Trustee his attorney-in-fact
for such purpose.
40
The maturity of this Subclass B-2 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture. The Subclass B-2 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 B-2 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 August 15, 2000
to the Holder hereof, in the manner specified in Section 3.08 of the Indenture,
such Holder's pro rata share (based on the aggregate percentage of the
Outstanding Principal Balance of the Subclass B-2 Notes held by such Holder) of
the aggregate amount distributable to all Holders of Subclass B-2 Notes on such
Payment Date.
All amounts payable in respect of this Subclass B-2 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the Indenture to the Holder hereof. The final payment with respect to this
Subclass B-2 Note, however, shall be made only upon presentation and surrender
of this Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice given by the
Trustee or Paying Agent with respect to such final payment. At such time, if
any, as this Subclass B-2 Note is issued in the form of one or more Definitive
Registered Notes, payments on a Payment Date shall be made by check mailed to
each Noteholder of such a Definitive Registered Note on the applicable Record
Date at its address appearing on the Register maintained with respect to
Subclass B-2 Notes. Alternatively, upon application in writing to the Trustee,
not later than the applicable Record Date, by a Noteholder of one or more
Definitive Registered Notes of Subclass B-2 having an aggregate principal amount
of not less than $1,000,000, any such payments shall be made by wire transfer to
an account designated by such Noteholder at a financial institution in New York,
New York. The final payment with respect to any such Definitive Registered Note,
however, shall be made only upon presentation and surrender of such Definitive
Registered Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice of such final
payment given by the Trustee or Paying Agent. Any reduction in the principal
amount of this Subclass B-2 Note (or any one or more predecessor Subclass B-2
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Subclass B-2 Note and of any Subclass B-2 Note issued
upon the exchange or in lieu of or upon the refinancing of this Subclass B-2
Note, whether or not noted hereon.
The Holder of this Subclass B-2 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal, Redemption Premium
and interest) paid to it in respect of this Subclass B-2 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.
The Indenture permits the amendment or modification of the Indenture
and the Subclass B-2 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
41
a single class); provided that, without the consent of each Swap Provider and
each Holder of any Notes affected thereby, no such amendment may (i) modify the
provisions of the Indenture or the Notes 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 Redemption Premium, if any, payable in
respect of such subclass of Notes, (ii) reduce the percentage of the aggregate
Outstanding Principal Balance of such subclass of Notes required to approve any
amendment or waiver of Section 9.01 of the Indenture or (iii) alter the manner
or priority of payment of any subclass of Notes (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 B-2
Note. The Indenture also permits the 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 Swap Provider, each provider of a Credit Facility, each
Noteholder of the subclass affected thereby and each Noteholder of any 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 payments under all Credit Facilities 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 B-2 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 B-2 Note and of any Subclass B-2 Note issued upon the exchange or
in lieu of or upon the refinancing of this Subclass B-2 Note, whether or not
notation of such consent or waiver is made upon this Subclass B-2 Note.
The term "Issuer" as used in this Subclass B-2 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 Trustee and the Holders of
Subclass B-2 Notes under the Indenture.
The Subclass B-2 Notes are issuable only in bearer form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass B-2 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 Trustee whose name appears below by manual or facsimile
signature, this Subclass B-2 Note
42
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 B-2
Note to be signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass B-2 Notes due July 15, 2025 designated
above and referred to in the within-mentioned Indenture.
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
43
SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
EVIDENCED BY THIS SUBCLASS B-2 NOTE
The initial principal amount of indebtedness evidenced by this Subclass
B-2 Note shall be $________. The following decreases/increases in the principal
amount evidenced by this Subclass B-2 Note have been made:
Decrease in Increase in Total Principal Amount of
Date of Decrease/ Principal Amount Principal this Subclass B-2 Note Notation Made
Increase of this Subclass Amount of this Following such by or on
B-2 Note Subclass B-2 Decrease/Increase Behalf of
Note Trustee
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44
APPENDIX
POOL FACTORS AND EXTENDED POOL FACTORS
The "Pool Factor" for this Subclass B-2 Note for any Payment Date shall be
determined as the product of (a) the Base Pool Factor for such Payment Date set
forth on Schedule 1 attached hereto and (b) the Non-Delivery Adjustment Factor
for such Payment Date.
The "Extended Pool Factor" for this Subclass B-2 Note for any Payment Date shall
be determined as the product of (a) the Base Extended Pool Factor for such
Payment Date set forth on Schedule 1 attached hereto and (b) the Non-Delivery
Adjustment Factor for such Payment Date.
45
SCHEDULE 1 TO APPENDIX TO
SUBCLASS B-2 NOTE
BASE POOL FACTORS AND BASE EXTENDED POOL FACTORS
46
EXHIBIT C-2 TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS C-2 FLOATING RATE NOTE
AERCO LIMITED
SUBCLASS C-2 NOTE, due July 15, 2025
No. ____ [CUSIP][ISIN][CCN]
$
GLOBAL BEARER CERTIFICATE
AERCO 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 the BEARER, upon surrender hereof, the
principal sum set forth on the grid schedule attached hereto and made a part
hereof (provided, however that the aggregate principal amount hereof and of all
other Subclass C-2 Notes outstanding, collectively, shall not exceed EIGHTY
MILLION DOLLARS ($80,000,000)) on July 15, 2025 (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 2.05%
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 C-2 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 C-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass C-2 Notes, due July 15, 2025", issued
under the Trust Indenture dated as of July 15, 1998 and supplemented by an
Indenture Supplement dated as of July 17, 2000 (as amended or supplemented from
time to time, the "Indenture"), between the Issuer and Bankers Trust Company, as
trustee (the "Trustee"). This Subclass C-2 Note is freely negotiable and
transfer of this Subclass C-2 Note shall be by delivery hereof. The Indenture
also provides for the issuance of Subclass A-2 Notes, Subclass A-3 Notes,
Subclass A-4 Notes, Subclass B-1 Notes, Subclass B-2 Notes, Subclass C-1 Notes,
Subclass D-2 Notes, Subclass E-1 Notes and Subclass E-2 Notes (collectively with
the Subclass C-2 Notes, the "Notes"). The Subclass A-3, Subclass A-4, Subclass
B-2, Subclass C-2, Subclass D-2 and Subclass E-2 Notes are collectively referred
to as the "New Notes". All capitalized terms used in this Subclass C-2 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 Trustee and the Subclass C-2 Noteholders. This
Subclass C-2 Note is subject to all terms of the Indenture.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass C-2 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount therefor after making payments entitled to priority
under Sections 3.08 and 3.09 of the Indenture.
47
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass C-2 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 C-2 Note (i) with the application of funds other than
the Available Collections Amount (including proceeds from Refinancing Notes and
proceeds from third parties), such amount shall be redeemed at a Redemption
Price equal to the product of the applicable Redemption Premium applicable
thereto and the Outstanding Principal Balance thereof and (ii) with the
application of the Available Collections Amount, such amount shall be redeemed
at a Redemption Price equal to the Outstanding Principal Balance thereof.
Following the Expected Final Payment Date of this Subclass C-2 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 2.50% per annum, payable on each Payment Date, subject
to the availability of the Available Collections Amount therefor after making
payments entitled to priority under Sections 3.08 and 3.09 of the Indenture.
Any amount of Redemption Premium or interest (including Step-Up
Interest) on this Subclass C-2 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 C-2 Note, .5% 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 the Available Collections Amount therefor after making payments
entitled to priority under Section 3.08 and Section 3.09 of the Indenture.
If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated and a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
New Notes other than the Subclass D-2 and Subclass E-2 Notes is not declared
effective by the Commission, on or before April 12, 2001 in accordance with the
terms of the Registration Rights Agreement dated as of July 17, 2000 among the
Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited and ▇▇▇▇▇▇ Brothers Inc.,
thereafter an additional incremental interest amount will accrue on each
subclass of New Notes other than the Subclass D-2 and Subclass E-2 Notes, at an
annual rate of 0.5%. Such additional incremental interest amounts on the New
Notes other than the Subclass D-2 and Subclass E-2 Notes will be payable in cash
on each Payment Date until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective. The Holder of this Note is
entitled to the benefits of such Registration Rights Agreement.
The indebtedness evidenced by the Subclass C-2 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 and this Subclass C-2
Note is issued subject to such provisions. Each Holder of this Subclass C-2
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the 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 Trustee his attorney-in-fact for
such purpose.
48
The maturity of this Subclass C-2 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture. The Subclass C-2 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 and the Class B Notes have
been paid in full.
This Subclass C-2 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 August 15, 2000,
to the Holder hereof, in the manner specified in Section 3.08 and Section 3.09
of the Indenture, such Holder's pro rata share (based on the aggregate
percentage of the Outstanding Principal Balance of the Subclass C-2 Notes held
by such Holder) of the aggregate amount distributable to all Holders of Subclass
C-2 Notes on such Payment Date.
All amounts payable in respect of this Subclass C-2 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the Indenture to the Holder hereof. The final payment with respect to this
Subclass C-2 Note, however, shall be made only upon presentation and surrender
of this Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice given by the
Trustee or Paying Agent with respect to such final payment. At such time, if
any, as this Subclass C-2 Note is issued in the form of one or more Definitive
Registered Notes, payments on a Payment Date shall be made by check mailed to
each Noteholder of such a Definitive Registered Note on the applicable Record
Date at its address appearing on the Register maintained with respect to
Subclass C-2 Notes. Alternatively, upon application in writing to the Trustee,
not later than the applicable Record Date, by a Noteholder of one or more
Definitive Registered Notes of Subclass C-2 having an aggregate principal amount
of not less than $1,000,000, any such payments shall be made by wire transfer to
an account designated by such Noteholder at a financial institution in New York,
New York. The final payment with respect to any such Definitive Registered Note,
however, shall be made only upon presentation and surrender of such Definitive
Registered Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice of such final
payment given by the Trustee or Paying Agent. Any reduction in the principal
amount of this Subclass C-2 Note (or any one or more predecessor Subclass C-2
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Subclass C-2 Note and of any Subclass C-2 Note issued
upon the exchange or in lieu of or upon the refinancing of this Subclass C-2
Note, whether or not noted hereon.
The Holder of this Subclass C-2 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal, Redemption Premium
and interest) paid to it in respect of this Subclass C-2 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.
The Indenture permits the amendment or modification of the Indenture
and the Subclass C-2 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
49
a single class); provided that, without the consent of each Swap Provider and
each Holder of any Notes affected thereby, no such amendment may (i) modify the
provisions of the Indenture and the Notes 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 Redemption Premium, if any, payable in
respect of such subclass of Notes, (ii) reduce the percentage of the aggregate
Outstanding Principal Balance of such subclass of Notes required to approve any
amendment or waiver of Section 9.01 of the Indenture or (iii) alter the manner
or priority of payment of such subclass of Notes (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 C-2
Note. The Indenture also permits the 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 Swap Provider, each provider of a Credit Facility, each
Noteholder of the subclass affected thereby and each Noteholder of any 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 payments under all Credit Facilities 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 C-2 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 C-2 Note and of any Subclass C-2 Note issued upon the exchange or
in lieu of or upon the refinancing of this Subclass C-2 Note, whether or not
notation of such consent or waiver is made upon this Subclass C-2 Note.
The term "Issuer" as used in this Subclass C-2 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 Trustee and the Holders of
Subclass C-2 Notes under the Indenture.
The Subclass C-2 Notes are issuable only in bearer form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass C-2 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 Trustee whose name appears below by manual or facsimile signature, this
Subclass C-2 Note
50
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 C-2 Note to be
signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass C-2 Notes due July 15, 2025 designated
above and referred to in the within-mentioned Indenture.
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
51
SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
EVIDENCED BY THIS SUBCLASS C-2 NOTE
The initial principal amount of indebtedness evidenced by this
Subclass C-2 Note shall be $________. The following decreases/increases in the
principal amount evidenced by this Subclass C-2 Note have been made:
Decrease in Increase in Total Principal Amount
Date of Decrease/ Principal Amount Principal Amount of this Subclass C-2 Notation Made
Increase of this Subclass of this Subclass Note Following such by or on
C-2 Note C-2 Note Decrease/Increase Behalf of
Trustee
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52
APPENDIX
POOL FACTORS AND EXTENDED POOL FACTORS
The "Pool Factor" for this Subclass C-2 Note for any Payment Date shall be
determined as the product of (a) the Base Pool Factor for such Payment Date set
forth on Schedule 1 attached hereto and (b) the Non-Delivery Adjustment Factor
for such Payment Date.
The "Extended Pool Factor" for this Subclass C-2 Note for any Payment shall be
determined as the product of (a) the Base Extended Pool Factor for such Payment
Date set forth on Schedule 1 attached hereto and (b) the Non Delivery Adjustment
Factor for such Payment Date.
53
SCHEDULE 1 TO APPENDIX TO
SUBCLASS C-2 NOTE
BASE POOL FACTORS AND BASE EXTENDED POOL FACTORS
54
EXHIBIT D-2 TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS D-2 FIXED RATE NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY IN
ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY THIS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATIONS UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NO, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K)
(TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(D) IF APPLICABLE) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AERCO LIMITED OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATIONS
UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN
EACH CASE (A) THROUGH (E) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE TRANSFER NOTICE ATTACHED HERETO AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATIONS UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.
55
AERCO LIMITED
8.5% SUBCLASS D-2 NOTE, due July 15, 2025
No. ____
Dated:______________
AERCO 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 AERFI GROUP PLC, the principal sum set forth
on the Register, but in no event to exceed ONE HUNDRED MILLION DOLLARS
($100,000,000) on July 15, 2025 (the "Final Maturity Date") and to pay interest
monthly in arrears on the Outstanding Principal Balance hereof at the rate of
8.5% 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 D-2 Note for each Interest Accrual
Period shall be calculated on the basis of a 360-day year and one-twelfth of an
annual interest payment and, in the case of a payment other than on an Interest
Payment Date, on the basis of a 360-day year consisting of twelve 30-day months.
This Subclass D-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass D-2 Notes, due July 15, 2025", issued
under the Trust Indenture dated as of July 15, 1998 and supplemented by an
Indenture Supplement dated as of July 17, 2000 (as amended or supplemented from
time to time, the "Indenture"), between the Issuer and Bankers Trust Company, as
trustee (the "Trustee"). The Indenture also provides for the issuance of
Subclass A-2 Notes, Subclass A-3 Notes, Subclass A-4 Notes, Subclass B-1 Notes,
Subclass B-2 Notes, Subclass C-1 Notes, Subclass C-2 Notes, Subclass E-1 Notes
and Subclass E-2 Notes (collectively with the Subclass D-2 Notes, the "Notes").
All capitalized terms used in this Subclass D-2 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
Trustee and the Subclass D-2 Noteholders. This Subclass D-2 Note is subject to
all terms of the Indenture.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass D-2 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount therefor after making payments entitled to priority
under Sections 3.08 and 3.09 of the Indenture.
56
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass D-2 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 D-2 Note (i) prior to June 15, 2005, such amount shall
be redeemed at a Redemption Price equal to the higher of (A) the discounted
present value of the Scheduled Principal Payment Amounts allocable in accordance
with Section 3.09 of the Indenture in respect of, and interest from the
Redemption Date to, but not including, June 15, 2005, plus the product of the
Redemption Premium applicable thereto and the assumed Outstanding Principal
Balance thereof on June 15, 2005, discounted at a rate equal to the Treasury
Yield plus 1.00% and (B) the Outstanding Principal Balance thereof and (ii) on
or after June 15, 2005, such amount shall be redeemed at a Redemption Price
equal to the product of the Redemption Premium applicable thereto and the
Outstanding Principal Balance thereof.
Any amount of Redemption Premium or interest on this Subclass D-2 Note
that is not paid when due shall, to the fullest extent permitted by applicable
law, bear interest at an 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 the
Available Collections Amount therefor after making payments entitled to priority
under Section 3.08 of the Indenture.
The indebtedness evidenced by the Subclass D-2 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, and this Subclass D-2
Note is issued subject to such provisions. Each Holder of this Subclass D-2
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the 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 Trustee his attorney-in-fact for
such purpose.
The maturity of this Subclass D-2 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture. The Subclass D-2 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, the Class B Notes and the
Class C Notes have been paid in full.
This Subclass D-2 Note is and will be secured, on a subordinated basis,
by the collateral pledged as security therefor as provided in the Security Trust
Agreement.
Subject to and in accordance with the terms of the Indenture, there
will be distributed monthly on each Payment Date commencing on August 15, 2000,
to the Holder hereof, in the manner specified in Section 3.08 and 3.09 of the
Indenture, such Holder's pro rata share (based on the aggregate percentage of
the Outstanding Principal Balance of the
57
Subclass D-2 Notes held by such Holder) of the aggregate amount distributable to
all Holders of Subclass D-2 Notes on such Payment Date.
All amounts payable in respect of this Subclass D-2 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the Indenture to the Holder hereof. The final payment with respect to this
Subclass D-2 Note, however, shall be made only upon presentation and surrender
of this Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice given by the
Trustee or Paying Agent with respect to such final payment. At such time, if
any, as this Subclass D-2 Note is issued in the form of one or more Definitive
Registered Notes, payments on a Payment Date shall be made by check mailed to
each Noteholder of such a Definitive Registered Note on the applicable Record
Date at its address appearing on the Register maintained with respect to
Subclass D-2 Notes. Alternatively, upon application in writing to the Trustee,
not later than the applicable Record Date, by a Noteholder of one or more
Definitive Registered Notes of Subclass D-2 having an aggregate principal amount
of not less than $1,000,000, any such payments shall be made by wire transfer to
an account designated by such Noteholder at a financial institution in New York,
New York. The final payment with respect to any such Definitive Registered Note,
however, shall be made only upon presentation and surrender of such Definitive
Registered Note by the Noteholder or its agent at the Corporate Trust Office or
agency of the Trustee or Paying Agent specified in the notice of such final
payment given by the Trustee or Paying Agent. Any reduction in the principal
amount of this Subclass D-2 Note (or any one or more predecessor Subclass D-2
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Subclass D-2 Note and of any Subclass D-2 Note issued
upon the exchange or in lieu of or upon the refinancing of this Subclass D-2
Note, whether or not noted hereon.
The Holder of this Subclass D-2 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal, Redemption Premium
and interest) paid to it in respect of this Subclass D-2 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.
This Subclass D-2 Note is issuable only in registered form. A Holder
may transfer this Note only by written application to the Registrar stating the
name of the proposed transferee and otherwise complying with the terms of the
Indenture. No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and registration
of the transfer by the Registrar in the Register. When this Subclass D-2 Note is
presented to the Registrar with a request to register the transfer or to
exchange it [or a portion or all of the outstanding principal amount hereof] for
an equal principal amount of Subclass D-2 Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met (including, in the
case of a transfer, that such Note is duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and Registrar duly
executed by the Holder thereof or by an attorney who is authorized in writing to
act on behalf of the Holder). No service charge shall be made for any
registration of
58
transfer or exchange of this Subclass D-2 Note, but the party requesting such
new Note or Notes may be required to pay a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith.
Prior to the registration of transfer of this Subclass D-2 Note, the
Issuer and the Trustee may deem and treat the Person in whose name this Subclass
D-2 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
of this Subclass D-2 Note and for all other purposes, and neither the Issuer nor
the Trustee shall be affected by notice to the contrary.
The Indenture permits the amendment or modification of the Indenture
and the Subclass D-2 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 Swap Provider and each Holder of any Notes affected thereby, no
such amendment may (i) modify the provisions of the Indenture or the Notes
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
Redemption Premium, if any, payable in respect of such subclass of Notes, (ii)
reduce the percentage of the aggregate Outstanding Principal Balance of any
subclass of Notes required to approve any amendment or waiver of Section 9.01 of
the Indenture or (iii) alter the manner or priority of payment of any subclass
of Notes (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 D-2 Note. The Indenture also permits the
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 Swap Provider, each provider of a Credit Facility, each
Noteholder of the subclass affected thereby and each Noteholder of any 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 payments under all Credit Facilities 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 D-2 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 D-2 Note and of any Subclass D-2 Note issued upon the registration
of transfer of, in exchange or in lieu of or upon the refinancing of this
Subclass
59
D-2 Note, whether or not notation of such consent or waiver is made upon this
Subclass D-2 Note.
The term "Issuer" as used in this Subclass D-2 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 Trustee and the Holders of
Subclass D-2 Notes under the Indenture.
The Subclass D-2 Notes are issuable only in bearer form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass D-2 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 Trustee whose name appears below by manual or facsimile signature, this
Subclass D-2 Note shall not be entitled to any benefit under the Indenture, or
be valid or obligatory for any purpose.
60
IN WITNESS WHEREOF, the Issuer has caused this Subclass D-2
Note to be signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass D-2 Notes due July 15, 2025 designated
above and referred to in the within-mentioned Indenture.
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
61
APPENDIX A
POOL FACTORS AND EXTENDED POOL FACTORS
The "Pool Factor" and "Extended Pool Factor" for this Subclass D-2 Note shall be
as set forth on Schedule 1 attached hereto.
62
SCHEDULE 1 TO APPENDIX TO
SUBCLASS D-2 NOTE
POOL FACTORS AND EXTENDED POOL FACTORS
63
FORM OF CERTIFICATE OF TRANSFER
AerCo Limited
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Bankers Trust Company
Four Albany Street
Mail Stop ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
Re: __% Subclass D-2 Notes of AerCo Limited
Reference is hereby made to the Indenture, dated as of July 15, 1998,
between AerCo Limited, as issuer (the "Company"), and Bankers Trust Company, as
trustee, as supplemented by an Indenture Supplement dated as of July 17, 2000
(the "Indenture"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.
________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $____________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. [] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF DEFINITIVE REGISTERED NOTES
PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, the Transferor hereby further
certifies that the Book-Entry Interests or Definitive Registered Notes are being
transferred to a Person that the Transferor reasonably believes is purchasing
the Book-Entry Interests or Definitive Registered Notes for its own account, or
for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional
64
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
Book-Entry Interest or Definitive Registered Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Definitive Registered Note and in the Indenture
and the Securities Act.
2. [] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY INTERESTS IN
DEFINITIVE REGISTERED NOTES PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Registered Note and in the Indenture and the Securities Act.
3. [] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interests or Definitive
Registered Notes will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Definitive Registered Notes bearing the Private Placement Legend and
in the Indenture.
4. [] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144 and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
65
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interests or Definitive
Registered Notes will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Definitive Registered Notes bearing the Private Placement Legend and in the
Indenture.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.
[Insert Name of Transferor]
By:________________________
Name:
Title:
Dated____________, ________
66
FORM OF ANNEX A TO CERTIFICATE
OF TRANSFER
1. The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
(a) [ ] Book-Entry Interests in the
(i) [ ] 144A Global Note (CUSIP _______), or
(ii) [ ] Regulation S Global Note (CUSIP _______), or
(b) [ ] Definitive Registered Note.
2. that the Transferee will hold:
[CHECK ONE]
(a) [ ] Book-Entry Interests in the:
(i) [ ] 144A Global Note (CUSIP _______), or
(ii) [ ] Regulation S Global Note (CUSIP _______), or
(iii) [ ] Unrestricted Global Note (CUSIP _________); or
(b) [ ] Restrictive Definitive Registered Notes;
(c) [ ] Definitive Registered Note that does not bear the
Private Placement Legend;
in accordance with the terms of the Indenture.
67
EXHIBIT E-2 TO INDENTURE SUPPLEMENT
FORM OF SUBCLASS E-2 FIXED RATE NOTE
This note has not been registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any Securities Regulatory Authority in
any jurisdiction and, accordingly, may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except as set forth
in the following sentence. By this acquisition hereof, the holder (1) represents
that (A) it is a "qualified institutional buyer" (as defined in Rule 144a under
the Securities Act) or (B) it is not a U.S. person and is acquiring this note in
an offshore transaction in compliance with regulations under the Securities Act,
(2) agrees that it will not, within the time period referred to in Rule 144(k)
(taking into account the provisions of Rule 144(d) if applicable) under the
Securities Act as in effect on the date of the transfer of this note, resell or
otherwise transfer this note except (A) to AerCo Limited or any subsidiary
thereof, (B) inside the United States to a qualified institutional buyer in
compliance with Rule 144a under the Securities Act, (C) outside the United
States in an offshore transaction in compliance with Rule 904 of Regulations
under the Securities Act, (D) pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act (if available), or (E)
pursuant to an effective registration statement under the Securities Act and, in
each case (A) through (E) above, in accordance with any applicable securities
laws of any state in the United States or any other applicable jurisdiction, and
(3) agrees that it will deliver to each person to whom this note is transferred
a notice substantially to the effect of this legend. In connection with any
transfer of this note within the time period referred to above, the holder must
check the appropriate box set forth on the transfer notice attached hereto and
submit this certificate to the Trustee. As used herein, the terms "Offshore
Transaction," "United States" and "U.S. Person" have the meanings given to them
by regulations under the Securities Act. The Indenture contains a provision
requiring the Trustee to refuse to register any transfer of this note in
violation of the foregoing restrictions.
68
AERCO LIMITED
20% SUBCLASS E-2 NOTE, due July 15, 2025
No.___
Dated:________
AERCO 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 AERFI GROUP PLC, the principal sum set forth
on the Register, but in no event to exceed ONE HUNDRED AND NINE MILLION
FIFTY-TWO THOUSAND DOLLARS ($109,052,000) on July 15, 2025 (the "Final Maturity
Date"), and to pay interest monthly in arrears on the Outstanding Principal
Balance hereof, initially at the rate of 20% per annum (subject to adjustment as
discussed below) from the date hereof until the Outstanding Principal Balance is
paid or duly provided for, payable on each Payment Date; provided, however, that
the obligation of the Issuer to pay interest hereon is subject to the
availability of Available Collections therefor after making payments entitled to
priority under Section 3.08 of the Indenture.
Interest on this Subclass E-2 Note in each Interest Accrual Period
shall be calculated on the basis of a 360-day year and one-twelfth of an annual
interest payment and, in the case of a payment other than on a Payment Date, on
the basis of a 360-day year consisting of twelve 30-day months.
This Subclass E-2 Note is one of a duly authorized issue of Notes of
the Issuer, designated as its "Subclass E-2 Notes due July 15, 2025", issued
under the Indenture dated as of July 15, 1998 and supplemented by an Indenture
Supplement dated as of July 17, 2000 (as amended or supplemented from time to
time, the "Indenture"), among the Issuer and Bankers Trust Company, as trustee
(the "Trustee"). The Indenture also provides for the issuance of Subclass A-2
Notes, Subclass A-3 Notes, Subclass A-4 Notes, Subclass B-1 Notes, Subclass B-2
Notes, Subclass C-1 Notes, Subclass C-2 Notes, Subclass D-2 Notes and Subclass
E-1 Notes (collectively with the Subclass E-2 Notes, the "Initial Notes"). All
capitalized terms used in this Subclass E-2 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 Trustee
and the Subclass E-2 Noteholders. This Subclass E-2 Note is subject to all terms
of the Indenture.
69
Subject as provided below, the amount of interest accruing in respect
of this Subclass E-2 Note on each Payment Date shall be the amount as referred
to above multiplied by the Index (as defined below) applicable to the month in
which such Payment Date falls divided by the Base Index and calculated to four
decimal places. If interest is required to be calculated for a period not ending
on a Payment Date such interest shall be multiplied by the Index applicable to
the month in which such interest accrues divided by the Base Index and
calculated to four decimal places.
"Index" means, subject as provided below, the United States Consumer
Price Index for all Urban Consumers published by the United States Department of
Labor (1982-84 = 100). Any reference to the Index applicable to a particular
month (the "relevant month") shall be construed as a reference to the Index
issued in the month prior to the relevant month.
"Base Index" means the Index issued in July 2000 or such other value as
shall be substituted for this as provided below.
If at any time and from time to time the Index shall be changed by the
substitution of a new base therefor (so that the base of 100 ceases to be the
base for 1982-84 or such other date or month as may already have been
substituted) then with effect from the date or month as from and including which
such substitution takes effect:
(a) the definition of Index shall be deemed to refer to the new date or
month in substitution for 1982-84 (or as the case may be for such other date or
month as may have been substituted); and
(b) the definition of "Base Index" shall be amended in such manner as
in the opinion of the Trustee after consultation with the Issuer is most
appropriate to implement such change.
The Issuer will pay or redeem the Outstanding Principal Balance of this
Subclass E-2 Note prior to the Final Maturity Date on the Payment Dates and in
the amounts specified in the Indenture, subject to the availability of the
Available Collections Amount therefor after making payments entitled to priority
under Sections 3.08 and 3.09 of the Indenture.
The Issuer may redeem all or part of the Outstanding Principal Balance
of this Subclass E-2 Note prior to the Final Maturity Date on the Payment Dates,
in the amounts and under the circumstances specified in the Indenture.
Upon any redemption of any amount of the Outstanding Principal Balance
of this Subclass E-2 Note, such amount shall be redeemed at a Redemption Price
equal to the Outstanding Principal Balance thereof, without premium or penalty.
70
Any amount of interest on this Subclass E-2 Note that is not paid when
due shall, to the fullest extent permitted by applicable law, accrue and bear
interest at an interest rate per annum as stated herein, payable on the next
succeeding Payment Date under priority (xxvii) under Section 3.08 of the
Indenture, subject to the availability of the Available Collections Amount
therefor after making payments entitled to priority thereunder.
The indebtedness evidenced by the Subclass E-2 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 E-2 Note is issued subject to such provisions.
Each Holder of this Subclass E-2 Note, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the 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 Trustee his
attorney-in-fact for such purpose.
The maturity of this Subclass E-2 Note is subject to acceleration upon
the occurrence and during the continuance of Events of Default specified in the
Indenture. The Class E 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, the Class B Notes, the Class C
Notes and the Class D Notes have been paid in full.
This Subclass E-2 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 in arrears on each Payment Date commencing on August
15, 2000, to the Holder hereof, in the manner specified in Section 3.08 of the
Indenture, such Holder's pro rata share (based on the aggregate percentage of
the Outstanding Principal Balance of the Subclass E-2 Notes held by such Holder)
of the aggregate amount distributable to all Holders of Subclass E-2 Notes on
such Payment Date.
All amounts payable in respect of this Subclass E-2 Note shall be
payable in U.S. dollars in immediately available funds at the Corporate Trust
Office of the Trustee or as otherwise directed in the manner provided in the
Indenture to the Holder hereof. Any reduction in the principal amount of this
Subclass E-2 Note (or any one or more predecessor Subclass E-2 Notes) effected
by any payments made on any Payment Date shall be binding upon all future
Holders of this Subclass E-2 Note and of any Subclass E-2 Note issued upon the
exchange or in lieu of or upon the refinancing of this Subclass E-2 Note,
whether or not noted hereon.
The Holder of this Subclass E-2 Note agrees, by acceptance hereof, to
pay over to the Cash Manager any money (including principal and interest) paid
to it in respect of this Subclass E-2 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
71
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.
This Subclass E-2 Note is issuable only in registered form. A Holder
may transfer this Note only by written application to the Registrar stating the
name of the proposed transferee and otherwise complying with the terms of the
Indenture. No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and registration
of the transfer by the Registrar in the Register. When this Subclass E-2 Note is
presented to the Registrar with a request to register the transfer or to
exchange it for an equal principal amount of Subclass E-2 Notes of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if its requirements for such transactions are met
(including, in the case of a transfer, that such Note is duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and Registrar duly executed by the Holder thereof or by an attorney who
is authorized in writing to act on behalf of the Holder). No service charge
shall be made for any registration of transfer or exchange of this Subclass E-2
Note, but the party requesting such new Note or Notes may be required to pay a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith.
Prior to the registration of transfer of this Subclass E-2 Note, the
Issuer and the Trustee may deem and treat the Person in whose name this Subclass
E-2 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
of this Subclass E-2 Note and for all other purposes, and neither the Issuer nor
the Trustee shall be affected by notice to the contrary.
The Indenture permits the amendment or modification of the Indenture
and the Subclass E-2 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 Swap Provider and each Holder of any Notes affected thereby, no
such amendment may (i) modify the provisions of the Indenture or the Notes
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
Redemption Premium, if any, payable in respect of any subclass of Notes, (ii)
reduce the percentage of the aggregate Outstanding Principal Balance of any
subclass of Notes required to approve any amendment or waiver of Section 9.01 of
the Indenture or (iii) alter the manner or priority of payment of such subclass
of Notes (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 E-2 Note. The Indenture also permits the
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.
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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 any subclass affected thereby and each Noteholder
of any 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 payments under all Credit Facilities 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 E-2 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 E-2 Note and of any Subclass E-2 Note issued upon the registration
of transfer of, in exchange or in lieu of or upon the refinancing of this
Subclass E-2 Note, whether or not notation of such consent or waiver is made
upon this Subclass E-2 Note.
Each Holder of this Subclass E-2 Note, by acceptance hereof, appoints
and authorizes AerFi Group plc (together with its successors hereunder, the
"Class E Note Representative") to take such action on its behalf and to exercise
such powers and discretion under this Subclass E-2 Note, the Indenture and the
other Related Documents as are delegated to the Class E Note Representative by
the terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Subclass E-2 Note or the Indenture, the Class E Note Representative shall
not be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Holders of Class
E Notes aggregating not less than a majority of the Outstanding Principal
Balance of the Class E Notes (the "Required Holders"), and each Holder of this
Subclass E-2 Note, by acceptance hereof, agrees that such instructions shall be
binding upon it and all Holders of Class E Notes; provided, however, that
nothing contained in this paragraph shall affect in any way the right of the
Holder hereof to vote in favor of taking or refraining from taking any action in
respect of, or any amendment or modification of, this Subclass E-2 Note or the
Indenture which, by the terms of this Subclass E-2 Note or the Indenture,
requires the consent of each Class E Noteholder.
The Class E Note Representative may resign at any time by giving
written notice thereof to each Class E Noteholder, the Trustee and the Security
Trustee and may be removed at any time with or without cause by the Required
Holders. Upon any such resignation or removal, the Required Holders shall have
the right to appoint a successor Class E Note Representative. If no successor
Class E Note Representative shall have been so appointed by the Required
Holders, and shall have accepted such appointment, within 30 days after the
retiring Class E Note Representative's giving of notice of resignation or the
Required Holders' removal of the retiring Class E Note Representative, then the
retiring Class E Note Representative may, on behalf of the Class E Noteholders,
appoint a successor Class E Note Representative, which shall be the Holder at
such time of the largest aggregate principal amount of Class E Notes then
Outstanding. Upon the acceptance of any
73
appointment as Class E Note Representative hereunder by a successor Class E Note
Representative, such successor Class E Note Representative shall so notify in
writing each Class E Noteholder, the Trustee and the Security Trustee and
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Class E Note Representative hereunder and
under the other Related Documents, and the retiring Class E Note Representative
shall be discharged from its duties and obligations under this Subclass E-2
Note, the Indenture and the other Related Documents.
The term "Issuer" as used in this Subclass E-2 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 Trustee and the Holders of
Subclass E-2 Notes under the Indenture.
The Subclass E-2 Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.
This Subclass E-2 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 Trustee whose name appears below by manual signature, this Subclass E-2 Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this Subclass E-2
Note to be signed manually or by facsimile by its Responsible Officer.
Date: _________ AERCO LIMITED
By:________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subclass E-2 Notes due July 15, 2025 designated
above and referred to in the within-mentioned Indenture.
Date: _________ BANKERS TRUST COMPANY, not
in its individual capacity
but solely as Trustee
By:________________________
Name:
Authorized Signatory
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FORM OF CERTIFICATE OF TRANSFER
AerCo Limited
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Bankers Trust Company
Four Albany Street
Mail Stop ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇
Re: __% Subclass E-2 Notes of AerCo Limited
Reference is hereby made to the Indenture, dated as of July 15, 1998,
between AerCo Limited, as issuer (the "Company"), and Bankers Trust Company, as
trustee, as supplemented by an Indenture Supplement dated July 17, 2000 (the
"Indenture"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.
________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $____ in such Note[s] or interests (the "Transfer"), to
__________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK-ENTRY INTERESTS IN
DEFINITIVE REGISTERED NOTES PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the Book-Entry Interests or Definitive
Registered Notes are being transferred to a Person that the Transferor
reasonably believes is purchasing the Book-Entry Interests or Definitive
Registered Notes for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such
76
account is a "qualified institutional buyer" within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Registered Note and in the Indenture and the Securities Act.
2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF BOOK?ENTRY INTERESTS IN
DEFINITIVE REGISTERED NOTES PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Registered Note and in the Indenture and the Securities Act.
3. [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States, and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred Book?Entry Interests or Definitive
Registered Notes will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Definitive Registered Notes bearing the Private Placement Legend and
in the Indenture.
4. [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144 and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
77
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interests or Definitive
Registered Notes will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Definitive Registered Notes bearing the Private Placement Legend and in the
Indenture.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.
[Insert Name of Transferor]
By:________________________
Name:
Title:
Dated_____________, _________
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FORM OF ANNEX A TO CERTIFICATE
OF TRANSFER
1. The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
(a) [ ] Book-Entry Interests in the
(i) [ ] 144A Global Note (CUSIP _______), or
(ii) [ ] Regulation S Global Note (CUSIP _______), or
(b) [ ] Definitive Registered Note.
2. that the Transferee will hold:
[CHECK ONE]
(a) [ ] Book-Entry Interests in the:
(i) [ ] 144A Global Note (CUSIP _______), or
(ii) [ ] Regulation S Global Note (CUSIP _______), or
(iii) [ ] Unrestricted Global Note (CUSIP _________); or
(b) [ ] Restrictive Definitive Registered Notes;
(c) [ ] Definitive Registered Note that does not bear the
Private Placement Legend;
in accordance with the terms of the Indenture.