<PAGE> 1
EXHIBIT 10.2
SECURITY TRUST AGREEMENT SUPPLEMENT
Bankers Trust Company, as Security Trustee
Four Albany Street
New York, New York 10006 July 17, 2000
Attention: Corporate Trust & Agency Group - Structured Finance
Re: Security Trust Agreement, dated as of July 15, 1998
Gentlemen:
Reference is made to the Security Trust Agreement, dated as of
July 15, 1998 (the "Security Trust Agreement"), among AerCo Limited, a limited
liability company incorporated under the laws of Jersey, Channel Islands, the
Issuer Subsidiaries party thereto, Bankers Trust Company, a New York banking
corporation, 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") and the other
parties thereto. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Security Trust Agreement.
Each of the undersigned (the "New Grantors") 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 a "Grantor" shall also mean and be a
reference to such New Grantor.
Each New Grantor hereby assigns and pledges to the Security
Trustee for the benefit of the Secured Parties with respect to such New Grantor,
[which in the case of all Grantors [except AerFi Sverige Leasing AB], is AerCo
Limited [and, in the case of AerFi Sverige Leasing AB, is ] ] and hereby
grants to the Security Trustee for the benefit of the Secured Parties with
respect to such New Grantor 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 New Grantor's name, all
funds or any other interest 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 New Grantor in substitution
for or in addition to any or all of the then existing
Non-Trustee Account Collateral of such New Grantor;
1
<PAGE> 2
(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 of
such New Grantor.
(b) all of the following (collectively, the
"Cash Collateral"):
(i) all funds or any other interest of such New
Grantor held or required by the terms of the Indenture or any
Guarantor 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 New Grantor in substitution
for or in addition to any or all of the then existing Cash
Collateral of such New Grantor; 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 of such New Grantor;
(c) all "investment property" (as defined in Section
9-115(1)(f) of the UCC) of such New 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 New Grantor from time to
time and all certificates and instruments, if any, from time
to time representing or evidencing such Permitted Account
Investments;
(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 New Grantor in substitution
for or in addition to any or all of the then existing
Investment Collateral of such New Grantor; 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 of such New Grantor; and
(d) all of the following (the "Security Collateral"):
(i) subject to any prior security interest created
under any Security Documents, each of the shares or stock set
forth opposite such New Grantor's name on and as otherwise
described in Part I of Schedule A hereto and issued by the
companies named therein (the "Pledged Stock") held by it or
any nominee on its behalf and the certificates representing
such Pledged Stock, and all dividends, cash, instruments and
other property from time to time
2
<PAGE> 3
received, receivable or otherwise distributed in respect of
or in exchange for any or all of such Pledged Stock;
(ii) [subject to the Irish Share Mortgage, McCann's
please inform - is this appropriate?] the indebtedness set
forth opposite such New Grantor's name on and as otherwise
described in Part II of Schedule A hereto and issued by the
obligors named therein (the "Pledged Debt") owed to it and the
instruments evidencing such Pledged Debt, 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 Pledged Debt;
(iii) all additional shares of Stock from time to
time acquired by such New Grantor in any manner, and the
certificates representing such additional 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 additional shares; and
(iv) all additional indebtedness from time to time
owed to such New Grantor by any AerCo 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 the following (the "Lease Collateral"):
all of such New Grantor's right, title and interest
in and to all Leases to which such New Grantor is or may from
time to time be party and in any lease, conditional sale
agreement, hire purchase agreement or other similar agreement
with another AerCo Group Member under which it is the lessor
or vendor with respect to such Leases (the "Assigned Leases"),
including without limitation, (A) all rights of such New
Grantor to receive moneys due and to become due under or
pursuant to such Assigned Leases, (B) all rights of such New
Grantor to receive proceeds of any Insurance, indemnity,
warranty or guaranty with respect to such Assigned Leases, (C)
claims of such New Grantor for damages arising out of or for
breach or default under such Assigned Leases and (D) the right
of such New 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;
(f) 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), (c), (d), (e) and (f) above).
Each New Grantor 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 Pledged Stock, the
3
<PAGE> 4
Pledged Debt, the Security Collateral, the Lease Collateral, the Assigned
Agreements, the Agreement Collateral and the Assigned Leases shall be construed
to include a reference to the corresponding Collateral hereunder.
Each New Grantor 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 are:
(i) an Account Letter in substantially the form of
Exhibit D to the Security Trust Agreement from the Non-Trustee
Account Bank at which each Non-Trustee Account is located
[ARE THERE ANY?] and
(ii) 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,
Gustav Leasing I Limited
By:____________________________
Name:
Title:
4
<PAGE> 5
Gustav Leasing V Limited
By:____________________________
Name:
Title:
5
<PAGE> 6
Baltic Airlease III LLC
By:____________________________
Name:
Title:
6
<PAGE> 7
Ergo Leasing Limited
By:_____________________________
Name:
Title:
Lorenton Limited
By:_____________________________
Name:
Title:
7
<PAGE> 8
AerCo Limited
By:_____________________________
Name:
Title:
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:_____________________________
Name:
Title:
8
<PAGE> 9
SCHEDULE A
PLEDGED SHARES AND PLEDGED DEBT
Part I
<TABLE>
<CAPTION>
Percentage of
Class of Certificate Number of Outstanding
Grantor Issuer Stock Par Value No(s) Shares Shares
------ -------- --------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gustav Leasing I Limited
Gustav Leasing II Limited
Gustav Leasing III Limited
Gustav Leasing IV Limited
Gustav Leasing V Limited
Gustav Leasing VI Limited
Gustav Leasing VII Limited
Gustav Leasing VIII Limited
Gustav Leasing IX Limited
AerFi BM Limited
Baltic Airlease III LLC
Ergo Leasing Limited
Lorenton Limited
AerFi POL Inc.
Baltic Airlease II LLC
Indigo Aviation (Leasing) Limited
Indigo Aviation (Ireland) Limited
AerFi Sverige Leasing AB
</TABLE>
Part 2
<TABLE>
<CAPTION>
Debt Outstanding
Debt Description Certificate Final Principal
Grantor Issuer of Debt No(s) Maturity Amount
------ ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Gustav Leasing I Limited
Gustav Leasing II Limited
Gustav Leasing III Limited
Gustav Leasing IV Limited
Gustav Leasing V Limited
Gustav Leasing VI Limited
Gustav Leasing VII Limited
Gustav Leasing VIII Limited
Gustav Leasing IX Limited
AerFi BM Limited
Baltic Airlease III LLC
Ergo Leasing Limited
Lorenton Limited
AerFi POL Inc.
Baltic Airlease II LLC
Indigo Aviation (Leasing) Limited
Indigo Aviation (Ireland) Limited
AerFi Sverige Leasing AB
</TABLE>
9
<PAGE> 10
ANNEX I
SECURITY AGREEMENT SUPPLEMENT
TRADE NAMES
Gustav Leasing I Limited:
Gustav Leasing II Limited:
Gustav Leasing III Limited:
Gustav Leasing VI Limited:
Gustav Leasing V Limited:
Gustav Leasing VI Limited:
Gustav Leasing VII Limited:
Gustav Leasing VIII Limited:
Gustav Leasing IX Limited:
AerFi BM Limited:
Baltic Airlease III LLC:
Ergo Leasing Limited:
Lorenton Limited:
AerFi POL Inc.:
Baltic Airlease II LLC:
Indigo Aviation (Leasing) Limited:
Indigo Aviation (Ireland) Limited:
AerFi Sverige Leasing AB:
10
<PAGE> 11
ANNEX II
SECURITY AGREEMENT SUPPLEMENT
CHIEF PLACE OF BUSINESS
AND
CHIEF EXECUTIVE OR REGISTERED OFFICE
Gustav Leasing I Limited
___________________________
___________________________
___________________________
Gustav Leasing II Limited
___________________________
___________________________
___________________________
Gustav Leasing III Limited
___________________________
___________________________
___________________________
Gustav Leasing VI Limited
___________________________
___________________________
___________________________
Gustav Leasing V Limited
___________________________
___________________________
___________________________
Gustav Leasing VI Limited
___________________________
___________________________
___________________________
Gustav Leasing VII Limited
___________________________
___________________________
___________________________
11
<PAGE> 12
Gustav Leasing VIII Limited
___________________________
___________________________
___________________________
Gustav Leasing IX Limited
___________________________
___________________________
___________________________
AerFi BM Limited
___________________________
___________________________
___________________________
Baltic Airlease III LLC
___________________________
___________________________
___________________________
Ergo Leasing Limited
___________________________
___________________________
___________________________
Lorenton Limited
___________________________
___________________________
___________________________
AerFi POL Inc.
___________________________
___________________________
___________________________
Baltic Airlease II LLC
___________________________
___________________________
___________________________
12
<PAGE> 13
Indigo Aviation (Leasing)
Limited
___________________________
___________________________
___________________________
Indigo Aviation (Ireland)
Limited
___________________________
___________________________
___________________________
AerFi Sverige Leasing AB
___________________________
___________________________
___________________________
13
<PAGE> 14
ACCOUNT LETTER(S)
14
