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EXHIBIT 99.3
FORM OF LETTER TO DTC PARTICIPANTS
OFFER TO EXCHANGE
NOTES DUE JULY 15, 2025
FOR ANY AND ALL OUTSTANDING
NOTES DUE JULY 15, 2025
OF
AERCO LIMITED
To The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by AerCo Limited ("AerCo") to exchange four subclasses of its Notes due
July 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 subclass of its issued and outstanding Notes due July 15,
2025(the "Old Notes") upon the terms and subject to the conditions set forth in
AerCo's Prospectus, dated _________, and the related Letter of Transmittal
(which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated _________;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Book-Entry Transfer Participant from Owner; and
5. Letter which may be sent to your clients for whose account you
hold Old Notes in your name or in the name of your nominee, to accompany the
instruction form referred to above, for obtaining such client's instruction with
regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________,
UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
To participate in the Exchange Offer, a beneficial holder must cause a
DTC Participant to tender such holder's Old Notes to Bankers Trust Company (the
"Exchange Agent") account maintained at the Depository Trust Company ("DTC") for
the benefit of the Exchange Agent through DTC's Automated Tender Offer Program
("ATOP"), including transmission of a computer-generated message that
acknowledges and agrees to be bound by the terms of the Letter of Transmittal.
By complying with DTC's ATOP procedures with respect to the Exchange Offer, the
DTC Participant confirms on behalf
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of itself and the beneficial owners of tendered Old Notes all provisions of the
Letter of Transmittal applicable to it and such beneficial owners as fully as if
it completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to AerCo 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, whether or not such person is such holder, (ii) neither the holder of
the Old Notes nor any such other person has an 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, neither the holder nor any
such other person is engaged in or intends to participate in a distribution of
the New Notes and (iv) neither the holder nor any such other person is an
"affiliate" of AerCo within the meaning of Rule 405 under the Securities Act of
1933, as amended. If the tendering holder is a broker-dealer that will receive
New Notes for its own account pursuant to the Exchange Offer, you 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 market-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.
The enclosed Instruction to the Book-Entry Transfer Participant from
Owner contains an authorization by the beneficial owners of the Old Notes for
you to make the foregoing representations.
AerCo will not pay any fee or commission to any broker or dealer or to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. MSAF will
pay or cause to be paid any transfer taxes payable on the transfer of Old Notes
to it, except as otherwise provided in Instruction 5 of the enclosed Letter of
Transmittal.
Additional copies of the enclosed material may be obtained from Bankers
Trust Company, Four Albany Street, Mail Stop 5091, New York, New York 10006.
Very truly yours,
AERCO LIMITED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF MORGAN STANLEY AIRCRAFT FINANCE OR BANKERS TRUST COMPANY OR
AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN
CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.