EXHIBIT 99.7
Notice of Guaranteed Delivery
for
Tender of Notes due March 15, 2025
In Exchange for Notes due March 15, 2025
of
MORGAN STANLEY AIRCRAFT FINANCE
As set forth in the Prospectus dated , 2000 (the "Prospectus")
of Morgan Stanley Aircraft Finance ("MSAF") and in the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form
or one substantially equivalent hereto must be used to accept MSAF's Exchange
Offer (the Exchange Offer") to exchange all five subclasses of its outstanding
Notes due March 15, 2025 (the "Old Notes") for each subclass of its Notes due
March 15, 2025, which have been registered under the Securities Act of 1933, as
amended, if the Letter of Transmittal or any other documents required thereby
cannot be delivered to the Exchange Agent, or the procedure for book-entry
transfer cannot be completed, prior to 5:00 P.M., New York City time, on the
Expiration Date (as defined in the Prospectus). This form may be delivered by
an Eligible Institution by hand or transmitted by facsimile transmission,
overnight courier or mail to the Exchange Agent as set forth below. Capitalized
terms used but not defined herein have the meaning given to them in the
Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2000 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE LAST BUSINESS
DAY PRIOR TO THE EXPIRATION DATE
Delivery to: Bankers Trust Company, as Exchange Agent
by Mail: by Overnight Mail or Courier: by Hand:
BT Services Tennesse, Inc. BT Services Tennesse, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust & Agency Services Corporate Trust & Agency Services
P.O. Box 292737 Reorganization Unit Attn: Reorganization Department
Nashville, TN 37229-2737 648 Grassmere Park Road Receipt & Delivery Window
Nashville, TN 37211 123 Washington Street, 1(st) Floor
Fax: (615) 835-3701 New York, NY 10006
Confirm by Telephone
(615) 835-3572 Information (800) 735-7777
Delivery of this instrument to an address, or transmission via a facsimile,
other than as set forth above, does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal to be used to tender
Old Notes is required to be guaranteed by an "Eligible Institution" under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to MSAF, upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, ________________ Subclass ___ Old Notes pursuant to the
Ex-99.7-1
(amount of Old Notes)
guaranteed delivery procedures set forth in Instruction 1 of the Letter of
Transmittal.
The undersigned understands that tenders of Old Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange
Offer may not be withdrawn after 5:00 p.m., New York City time, on the last
business day prior to the Expiration Date. Tenders of Old Notes may also be
withdrawn if the Exchange Offer is terminated without any such Old Notes being
purchased thereunder or as otherwise provided in the Prospectus.
All authority thereto conferred or agreed to be conferred by Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and
other legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
Principal Amount and Subclass of Name(s) of Holder(s)
Old Notes Tendered
________________________________ __________________________________________
__________________________________________
Please Print or Type
Address __________________________________
__________________________________________
Area Code and Telephone No.
__________________________________________
Signature(s) _____________________________
__________________________________________
Dated: ___________________________________
The Depository Trust Company
Account No. ___________________
Ex-99.7-2
This Notice of Guaranteed Delivery must be signed by (i) the Holder(s) of
Old Notes exactly as its (their) name(s) appear on a security position listing
maintained by DTC as the owner of Old Notes or (ii) by person(s) authorized to
become Holder(s) by documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or a
representative capacity, such person must provide the following information:
Please print name(s) and address(es) of person signing above
Name(s) ________________________________________________________________
________________________________________________________________
Capacity: ________________________________________________________________
Address(es) ________________________________________________________________
________________________________________________________________
________________________________________________________________
Ex-99.7-3
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), hereby (a) represents that the above named person(s) "own(s)" the Old
Note tendered hereby within the meaning of Rule 14e-4 under the Exchange Act,
(b) represents that such tender of Old Notes complies with Rule 14e-4 under the
Exchange Act and (c) guarantees that delivery to the Exchange Agent of a
Depositary Trust Company, pursuant to the procedures for book-entry transfer
set forth in the Prospectus, with delivery of either a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
any required signatures and any other documents required by the Letter of
Transmittal or an Agent's Message, will be received by the Exchange Agent
within five New York Stock Exchange trading days after the Expiration Date.
The undersigned acknowledges that it must deliver the Letter of
Transmittal or Agent's Message and Old Notes tendered hereby to the Exchange
Agent within the time period set forth therein and that failure to do so could
result in financial loss to the undersigned.
Name of Firm __________________________ _________________________________
(Authorized Signature)
Address _________________________________ Name ____________________________
(Please Print or Type)
____________________________________ Title ___________________________
(Zip Code)
Area Code and Telephone Number
____________________________________ Date ____________________________
Dated: , 2000
______________________________