Execution Copy
SECURITY TRUST AGREEMENT SUPPLEMENT
Bankers Trust Company, as Security Trustee
Four Albany Street
New York, New York 10006 March 15, 2000
Attention: Corporate Trust & Agency Services -
Structured Finance
Re: Security Trust Agreement, dated as of March 3, 1998
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Reference is made to the Security Trust Agreement, dated as of March 3,
1998 (the "Security Trust Agreement"), among MORGAN STANLEY AIRCRAFT FINANCE, a
Delaware business trust created under the Trust Agreement, as amended through
the date hereof, among MS Financing Inc., as depositor, Wilmington Trust
Company, as the Delaware Trustee, the Independent Trustees, the Alternate
Controlling Trustee and the Controlling Trustees party thereto, the ISSUER
SUBSIDIARIES party thereto, CABOT AIRCRAFT SERVICES LIMITED, a company
incorporated under the laws of Ireland, as the Administrative Agent, BANKERS
TRUST COMPANY, a New York banking corporation, as the Cash Manager,
INTERNATIONAL LEASE FINANCE CORPORATION, a corporation incorporated under the
laws of the State of California, as the Servicer, INTERNATIONAL LEASE FINANCE
CORPORATION, as credit facility provider under the Custody and Loan Agreement,
MORGAN STANLEY DEAN WITTER & CO., as credit facility provider under the Loan
Agreement, BANKERS TRUST COMPANY, not in its individual capacity (except as
otherwise provided in the Indenture), but solely in its capacity as trustee
under the Indenture, BANKERS TRUST COMPANY, not in its individual capacity, but
solely as the initial Reference Agent, and BANKERS TRUST COMPANY, not in its
individual capacity (except as otherwise provided pursuant to Sections 6.03(i)
and 6.03(ii) of the Security Trust Agreement), but solely as the initial
Security Trustee (the "Security Trustee"). Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to them in the
Security Trust Agreement.
The undersigned hereby agrees, as of the date first above written, to
become a Grantor under the Security Trust Agreement as if it were an original
party thereto and agrees that each reference in the Security Trust Agreement to
"Grantor" shall also mean and be a reference to the undersigned.
The undersigned hereby assigns and pledges to the Security Trustee for its
benefit and the benefit of the Secured Parties, and hereby grants to the
Security Trustee for its benefit
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and the benefit of the Secured Parties a security interest in, all of its
right, title and interest in and to:
(a) all of the following (collectively, the "Non-Trustee Account
Collateral"):
(i) all of the Non-Trustee Accounts (to the extent permitted by
applicable law) in such Grantor's name, all funds held or required by
the terms of the Indenture and any Guarantor Indenture to be held
therein and all certificates and instruments, if any, from time to
time representing or evidencing such Non- Trustee Accounts;
(ii) all notes, certificates of deposit, deposit accounts,
checks and other instruments from time to time hereafter delivered to
or otherwise possessed by the Security Trustee for or on behalf of
such Grantor in substitution for or in addition to any or all of the
then existing Non-Trustee Account Collateral; and
(iii) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the then
existing Non-Trustee Account Collateral;
(b) all of the following (collectively, the "Cash Collateral"):
(i) all funds of such Grantor held or required by the terms of
the Indenture to be held in the Accounts and all certificates and
instruments, if any, from time to time representing or evidencing
such funds;
(ii) all notes, certificates of deposit, deposit accounts,
checks and other instruments from time to time hereafter delivered to
or otherwise possessed by the Security Trustee for or on behalf of
such Grantor in substitution for or in addition to any or all of the
then existing Cash Collateral; and
(iii) all interest, dividends, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the then existing Cash
Collateral;
(c) all "investment property" (as defined in Section 9-115(1)(f) of
the UCC) of such Grantor, and all of the following (the "Investment
Collateral"):
(i) all Permitted Account Investments made or acquired from or
with the proceeds of any Non-Trustee Account Collateral or Cash
Collateral of such Grantor from time to time and all certificates and
instruments, if any, from time to time representing or evidencing
such Permitted Account Investments;
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(ii) all notes, certificates of deposit, deposit accounts,
checks and other instruments from time to time hereafter delivered to
or otherwise possessed by the Security Trustee for or on behalf of
such Grantor in substitution of or in addition to any or all of the
then existing Investment Collateral; and
(iii) all interest, dividends, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the then existing
Investment Collateral; and
(d) all of the following (the "Security Collateral"):
(i) all shares of Stock from time to time acquired by such
Grantor in any manner, and the certificates representing such shares
and all dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or
in exchange for any or all such shares; and
(ii) all indebtedness from time to time owed to such Grantor by
any MSAF Group Member and the instruments evidencing such
indebtedness, and all interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness;
(e) all of such Grantor's right, title and interest in all beneficial
interests in any MSAF Group members from time to time acquired by such
Grantor in any manner, all certificates, if any, from time to time
representing all such beneficial interests and all distributions, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all such
beneficial interests (the "Beneficial Interest Collateral");
(f) all of such Grantor's right, title and interest in and to all
Leases to which such Grantor is or may from time to time be party and any
leasing arrangements among MSAF Group Members with respect to such Leases
(the "Assigned Leases"), including without limitation, (A) all rights of
such Grantor to receive moneys due and to become due under or pursuant to
such Assigned Leases, (B) all rights of such Grantor to receive proceeds
of any Insurance, indemnity, warranty or guaranty with respect to such
Assigned Leases, (C) claims of such Grantor for damages arising out of or
for breach or default under such Assigned Leases and (D) the right of such
Grantor to terminate such Assigned Leases, to perform thereunder and to
compel performance and otherwise exercise all remedies thereunder, whether
arising under such leases or by statute or at law or in equity; and
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(g) all proceeds of any and all of the foregoing collateral
(including, without limitation, proceeds that constitute property of the
types described in subsections (a), (b), and (c), above).
The undersigned hereby makes each representation and warranty set forth in
Section 2.07 of the Security Trust Agreement (as supplemented by the attached
Annexes) and hereby agrees to be bound as a Grantor by all of the terms and
provisions of the Security Trust Agreement. Each reference in the Security
Trust Agreement to the Security Collateral, the Assigned Leases and the
Beneficial Interest Collateral shall be construed to include a reference to the
corresponding Collateral hereunder.
The undersigned hereby agrees, together with the Issuer, jointly and
severally to indemnify the Security Trustee, its officers, directors, employees
and agents in the manner set forth in Section 9.01 of the Security Trust
Agreement.
Attached hereto are duly completed copies of Annex I and Annex II.
This Security Trust Agreement Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York.
Very truly yours,
MSA IV
By: /s/ Brian J. Gill
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Name: Brian J. Gill
Title: Authorized Signatory
Acknowledged and agreed to
as of the date first above written:
BANKERS TRUST COMPANY,
not in its individual capacity, but
solely as the initial Security Trustee
By: /s/ Jenna Kaufman
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Name: Jenna Kaufman
Title: Vice President
ANNEX I
SECURITY AGREEMENT SUPPLEMENT
TRADE NAMES
None
ANNEX II
SECURITY AGREEMENT SUPPLEMENT
CHIEF PLACE OF BUSINESS
AND
CHIEF EXECUTIVE OR REGISTERED OFFICE
Chief Executive or
Name of Grantor Place of Business Registered Office
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MSA IV c/o Wilmington Trust Company c/o Wilmington Trust Company
100 North Market Street 100 North Market Street
Rodney Square North Rodney Square North
Wilmington Wilmington
Delaware 19890 Delaware 19890
USA USA