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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF NOTES DUE MARCH 15, 2023
IN EXCHANGE FOR NOTES DUE MARCH 15, 2023
OF
MORGAN STANLEY AIRCRAFT FINANCE
As set forth in the Prospectus dated - , 1998 (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, 2023 (the "Old Notes") for each subclass of its Notes due March
15, 2023 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 facsimilie 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 ,
1998 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WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE LAST BUSINESS DAY PRIOR TO THE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
If by Mail, hand or Overnight Courier:
Bankers Trust Company
Four Albany Street
Mail Stop 5091
New York, New York 10006
or
If by Facsimilie
+1 212 250 6439
Confirm by Telephone:
+1 212 250 6549
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA A
FACSIMILIE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
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This Notice of Guaranteed Delivery is not 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
(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._____________________________
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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) ________________________________________________________________
________________________________________________________________
________________________________________________________________
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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: ______________________ , 1998
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