EXHIBIT 99.9
Offer to Exchange
Notes due March 15, 2025
for Any and All Outstanding
Notes due March 15, 2025
of
Morgan Stanley Aircraft Finance
To Our Clients:
We are enclosing herewith a Prospectus dated o, 2000, of Morgan Stanley
Aircraft Finance ("MSAF") and a related Letter of Transmittal (which together
constitute the "Exchange Offer") relating to the offer by MSAF to exchange five
subclasses of its Notes due March 15, 2025 (the "New Notes"), pursuant to an
offering registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of each of the five subclasses
of its issued and outstanding Notes due March 15, 2025 (the "Old Notes") upon
the terms and subject to the conditions set forth in the Exchange Offer.
Please note that the Exchange Offer will expire at 5:00 p.m., New York
City time, on o, 2000, unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
We are the participant in the book-entry transfer facility of Old Notes
held by us for your account. A tender of such Old Notes can be made only by us
as the participant in the book-entry transfer facility and pursuant to your
instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Old Notes held by us for
your account.
We request instructions as to whether you wish to tender any or all of any
subclass of Old Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of Transmittal
that are to be made with respect to you as beneficial owner.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to MSAF that (i) the New Notes acquired in the Exchange Offer are
being obtained in the ordinary course of business of the person receiving such
New Notes, (ii) the holder of the Old Notes has no arrangement or understanding
with any person to participate in the distribution of such New Notes, (iii) if
the holder is not a broker-dealer or is a broker-dealer but will not receive
New Notes for its own account in exchange for Old Notes, the holder is not
engaged in and does not intend to participate in a distribution of the New
Notes and (iv) the holder is not an "affiliate" of MSAF within the meaning of
Rule 405 under the Securities Act. If the tendering holder is a broker-dealer
(whether or not it is also an "affiliate" of MSAF) that will receive New Notes
for its own account pursuant to the Exchange Offer, we will represent on behalf
of such broker-dealer that the Old Notes to be exchanged for the New Notes were
acquired by it as a result of marketing-making activities or other trading
activities, and acknowledge on behalf of such broker-dealer that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, such
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
Ex-99.9-1
EXHIBIT 99.9
INSTRUCTION TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
Morgan Stanley Aircraft Finance
Notes due March 15, 2025
To Participant of the
Book-Entry Transfer Facility
The undersigned hereby acknowledges receipt of the Prospectus dated o,
2000 (the "Prospectus") of Morgan Stanley Aircraft Finance ("MSAF"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal"), that together
constitute MSAF's offer (the "Exchange Offer"). Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the book-entry transfer facility participant, as
to the action to be taken by you relating to the Exchange Offer with respect to
the Old Notes held by you for the account of the undersigned.
The aggregate face amount of each subclass of Old Notes held by you for
the account of the undersigned is (fill in amount):
$ of the Subclass ________ Notes due March 15, 2025
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following subclass of Old Notes held by you for the
account of the undersigned (insert principal amount of Old Notes to be
tendered, (if any):
$ of the Subclass ________ Notes due March 15, 2025
[ ] NOT to tender any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representation and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i)
the New Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the undersigned, (ii) the undersigned has no
arrangement or understanding with any person to participate in the distribution
of such New Notes, (iii) if the undersigned is not a broker-dealer, or is a
broker-dealer but will not receive New Notes for its own account in exchange
for Old Notes, the undersigned is not engaged in and does not intend to
participate in the distribution of such New Notes and (iv) the undersigned is
not an "affiliate" of MSAF within the meaning of Rule 405 under the Securities
Act of 1933, as amended (the "Securities Act"). If the undersigned is a
broker-dealer (whether or not it is also an "affiliate" of MSAF) that will
receive New Notes for its own account pursuant to the Exchange Offer, it
represents that such Old Notes were acquired as a result of market-making
activities or other trading activities, and it acknowledges that it will
deliver a prospectus meeting the
Ex-99.9-2
requirements of the Securities Act in connection with any resale of such New
Notes. By acknowledging that it will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Ex-99.9-3
SIGN HERE
Name of beneficial owner(s): _______________________________
Signature(s): ______________________________________________
Name(s) (please print): ____________________________________
Address: ___________________________________________________
Telephone Number: __________________________________________
Taxpayer identification or Social Security Number:
____________________________________________________________
____________________________________________________________
Date: ______________________________________________________