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These excerpts taken from the AYR 10-K filed Mar 2, 2009. Credit
Facilities
Revolving
Credit Facility
On December 15, 2006, the Company entered into a
$250.0 million revolving credit facility, which we refer to
as the Revolving Credit Facility, with a group of banks. The
Revolving Credit Facility provided loans for working capital and
other general corporate purposes and also provided for issuance
of letters of credit. Borrowings under the Revolving Credit
Facility bore interest generally on the basis of the euro dollar
rate, or EDR, the EDR plus 1.50% per annum. Additionally, we
paid a per annum fee on any unused portion of the total
committed facility of 0.25% during periods when the average
outstanding loans under the Revolving Credit Facility were less
than $125.0 million, and 0.125% per annum when the average
outstanding loans were equal to or greater than
$125.0 million and we paid customary agency fees.
On March 20, 2008, the parties to the Revolving Credit
Facility entered into a fourth amendment to the Revolving Credit
Facility, extending the Stated Termination Date (as defined
therein) to December 11, 2008, and reducing the commitments
of the lenders to make loans thereunder, which we refer to as
the Revolving Commitments, to $150.0 million. The Revolving
Commitments were reduced to $100.0 million on June 30,
2008, $80.0 million on August 31, 2008,
$60.0 million on September 30, 2008 and
$40.0 million on October 31, 2008, with final maturity
on December 11, 2008. The 2006-B Fourth Amendment also
amended the Revolving Credit Facility so that Bear Stearns
Corporate Lending Inc. had no further Revolving Commitments or
loans outstanding under the Revolving Credit Facility, with
JPMorgan Chase Bank, N.A. and Citicorp North America, Inc. being
the remaining lenders. The applicable margin on LIBOR-based
loans under the Revolving Credit Facility increased to
200 basis points, and the remaining lenders under the
Revolving Credit Facility received an up-front
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fee equal to 25 basis points of the $150.0 million
committed amount of the facility. The Revolving Credit Facility
matured on December 11, 2008.
Amended
Credit Facility No. 2
On February 28, 2006, we entered into a $500.0 million
revolving credit facility with a group of banks to finance the
acquisition of aircraft and related improvements which we refer
to as Credit Facility No. 2. Borrowings under this credit
facility accrued interest generally on the basis of the EDR plus
1.25%. Additionally, we paid a 0.125% fee on any unused portion
of the total committed facility. On December 15, 2006,
Credit Facility No. 2 was amended to, among other things,
extend the maturity to December 15, 2008, which we refer to
as the Amended Credit Facility No. 2.
On March 20, 2008, the parties to Amended Credit Facility
No. 2 entered into an amendment that reduced the
commitments of the lenders to make loans thereunder to
$500.0 million, on any future date after which the loans
outstanding under Amended Credit Facility No. 2 fell below
$500.0 million. In connection with the reduced commitments
of the lenders under Amended Credit Facility No. 2, during
the second quarter of 2008 we wrote off $0.6 million of
debt issuance costs, which is reflected in interest expense on
the consolidated statement of income.
On December 11, 2008, we repaid the remaining balance of
$36.7 million and Amended Credit Facility No. 2
matured on December 15, 2008.
2008-A
Credit Facility
On February 5, 2008, we entered into a senior secured
credit agreement with two banks which we refer to as the
2008-A
Credit Facility. The
2008-A
Credit Facility provided for loans in an aggregate amount of up
to $300.0 million to finance a portion of the purchase
price of certain aircraft.
On May 15, 2008, we reduced our total credit commitment
under the
2008-A
Credit Facility to $188.0 million and on June 3, 2008,
we paid the remaining balance of $187.3 million with
proceeds from the refinancing of two aircraft transferred into
Term Financing No. 1. As a result of the pay-off of the
2008-A
Credit Facility, during the second quarter of 2008 we wrote off
$0.3 million of debt issuance costs which is reflected in
interest expense on the consolidated statement of income.
747 PDP
Credit Facility
On July 26, 2007, we made an accelerated payment to the
relevant Guggenheim Aviation Investment Fund LP, or GAIF,
seller under our acquisition agreement with GAIF, which we refer
to as the GAIF Acquisition Agreement, for three Boeing Model
747-400ERF
aircraft in the amount of $106.7 million and assumed a
pre-delivery payment credit facility related to such
747-400ERF
aircraft, or the Accelerated ERF Aircraft, which we refer to as
the 747 PDP Credit Facility. The total outstanding amount of
borrowings assumed under the 747 PDP Credit Facility was
$95.9 million. On July 30, 2007, we took delivery of
the first Accelerated ERF Aircraft and paid down
$31.8 million under the 747 PDP Credit Facility. On
February 11, 2008, we took delivery of the second
Accelerated ERF Aircraft and paid down $32.2 million under
the 747 PDP Credit Facility. The facility matured upon the
delivery of the third and final Accelerated ERF aircraft on
April 10, 2008 when we paid the remaining balance of
$31.9 million.
Credit
Facility No. 1
In February 2005, we entered into a $300.0 million
revolving credit facility with a group of banks to finance the
acquisition of flight equipment and related improvements, which
we refer to as Credit Facility No. 1. The interest rate on
Credit Facility No. 1 was the one-month LIBOR plus 1.50%.
In August 2005, the terms of Credit Facility No. 1 were
amended to increase the amount of the facility to
$600.0 million. On February 24, 2006, the revolving
period of our $600.0 million Credit Facility No. 1 was
extended to April 28, 2006 and the maximum amount of this
credit facility was reduced to
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$525.0 million. The other terms of Credit Facility
No. 1 remained the same. Monthly payments of interest only
continued through repayment of Credit Facility No. 1.
Credit Facility No. 1 was repaid in full and terminated on
August 4, 2006. In addition, we wrote off the remaining
balance of deferred financing fees of $1.8 million upon the
termination of Credit Facility No. 1.
Credit
Facility No. 3
In October 2005, the Company entered into a credit facility for
$110.0 million with a bank to finance the acquisition of
three aircraft, which we refer to as Credit Facility No. 3.
The interest rate on this facility was one-month LIBOR plus
1.50%. On March 30, 2006, $36.7 million of Credit
Facility No. 3 was repaid using a portion of the proceeds
from the disposition of flight equipment held for sale which had
been financed under this facility. Credit Facility No. 3
was amended on July 18, 2006, to increase the maximum
committed amount by approximately $25.1 million and to
extend the maturity date to March 31, 2007. The increase in
the maximum committed amount was reduced by $25.1 million
with the closing of the initial public offering. On
January 26, 2007, Credit Facility No. 3 was amended to
extend the maturity date from March 31, 2007 to the earlier
of September 30, 2007 or the transfer of the related
aircraft financed in Credit Facility No. 3 into
Securitization No. 2. Credit Facility No. 3 was repaid
in full in July 2007 with a portion of the proceeds of
Securitization No. 2.
Our debt obligations contain various customary non-financial
loan covenants. Such covenants do not, in management’s
opinion, materially restrict our investment strategy or our
ability to raise capital. We are in compliance with all of our
loan covenants as of December 31, 2008.
Credit Facilities Revolving Credit Facility On December 15, 2006, the Company entered into a $250.0 million revolving credit facility, which we refer to as the Revolving Credit Facility, with a group of banks. The Revolving Credit Facility provided loans for working capital and other general corporate purposes and also provided for issuance of letters of credit. Borrowings under the Revolving Credit Facility bore interest generally on the basis of the euro dollar rate, or EDR, the EDR plus 1.50% per annum. Additionally, we paid a per annum fee on any unused portion of the total committed facility of 0.25% during periods when the average outstanding loans under the Revolving Credit Facility were less than $125.0 million, and 0.125% per annum when the average outstanding loans were equal to or greater than $125.0 million and we paid customary agency fees. On March 20, 2008, the parties to the Revolving Credit Facility entered into a fourth amendment to the Revolving Credit Facility, extending the Stated Termination Date (as defined therein) to December 11, 2008, and reducing the commitments of the lenders to make loans thereunder, which we refer to as the Revolving Commitments, to $150.0 million. The Revolving Commitments were reduced to $100.0 million on June 30, 2008, $80.0 million on August 31, 2008, $60.0 million on September 30, 2008 and $40.0 million on October 31, 2008, with final maturity on December 11, 2008. The 2006-B Fourth Amendment also amended the Revolving Credit Facility so that Bear Stearns Corporate Lending Inc. had no further Revolving Commitments or loans outstanding under the Revolving Credit Facility, with JPMorgan Chase Bank, N.A. and Citicorp North America, Inc. being the remaining lenders. The applicable margin on LIBOR-based loans under the Revolving Credit Facility increased to 200 basis points, and the remaining lenders under the Revolving Credit Facility received an up-front
Table of Contentsfee equal to 25 basis points of the $150.0 million committed amount of the facility. The Revolving Credit Facility matured on December 11, 2008. Amended Credit Facility No. 2 On February 28, 2006, we entered into a $500.0 million revolving credit facility with a group of banks to finance the acquisition of aircraft and related improvements which we refer to as Credit Facility No. 2. Borrowings under this credit facility accrued interest generally on the basis of the EDR plus 1.25%. Additionally, we paid a 0.125% fee on any unused portion of the total committed facility. On December 15, 2006, Credit Facility No. 2 was amended to, among other things, extend the maturity to December 15, 2008, which we refer to as the Amended Credit Facility No. 2. On March 20, 2008, the parties to Amended Credit Facility No. 2 entered into an amendment that reduced the commitments of the lenders to make loans thereunder to $500.0 million, on any future date after which the loans outstanding under Amended Credit Facility No. 2 fell below $500.0 million. In connection with the reduced commitments of the lenders under Amended Credit Facility No. 2, during the second quarter of 2008 we wrote off $0.6 million of debt issuance costs, which is reflected in interest expense on the consolidated statement of income. On December 11, 2008, we repaid the remaining balance of $36.7 million and Amended Credit Facility No. 2 matured on December 15, 2008. 2008-A Credit Facility On February 5, 2008, we entered into a senior secured credit agreement with two banks which we refer to as the 2008-A Credit Facility. The 2008-A Credit Facility provided for loans in an aggregate amount of up to $300.0 million to finance a portion of the purchase price of certain aircraft. On May 15, 2008, we reduced our total credit commitment under the 2008-A Credit Facility to $188.0 million and on June 3, 2008, we paid the remaining balance of $187.3 million with proceeds from the refinancing of two aircraft transferred into Term Financing No. 1. As a result of the pay-off of the 2008-A Credit Facility, during the second quarter of 2008 we wrote off $0.3 million of debt issuance costs which is reflected in interest expense on the consolidated statement of income. 747 PDP Credit Facility On July 26, 2007, we made an accelerated payment to the relevant Guggenheim Aviation Investment Fund LP, or GAIF, seller under our acquisition agreement with GAIF, which we refer to as the GAIF Acquisition Agreement, for three Boeing Model 747-400ERF aircraft in the amount of $106.7 million and assumed a pre-delivery payment credit facility related to such 747-400ERF aircraft, or the Accelerated ERF Aircraft, which we refer to as the 747 PDP Credit Facility. The total outstanding amount of borrowings assumed under the 747 PDP Credit Facility was $95.9 million. On July 30, 2007, we took delivery of the first Accelerated ERF Aircraft and paid down $31.8 million under the 747 PDP Credit Facility. On February 11, 2008, we took delivery of the second Accelerated ERF Aircraft and paid down $32.2 million under the 747 PDP Credit Facility. The facility matured upon the delivery of the third and final Accelerated ERF aircraft on April 10, 2008 when we paid the remaining balance of $31.9 million. Credit Facility No. 1 In February 2005, we entered into a $300.0 million revolving credit facility with a group of banks to finance the acquisition of flight equipment and related improvements, which we refer to as Credit Facility No. 1. The interest rate on Credit Facility No. 1 was the one-month LIBOR plus 1.50%. In August 2005, the terms of Credit Facility No. 1 were amended to increase the amount of the facility to $600.0 million. On February 24, 2006, the revolving period of our $600.0 million Credit Facility No. 1 was extended to April 28, 2006 and the maximum amount of this credit facility was reduced to
Table of Contents$525.0 million. The other terms of Credit Facility No. 1 remained the same. Monthly payments of interest only continued through repayment of Credit Facility No. 1. Credit Facility No. 1 was repaid in full and terminated on August 4, 2006. In addition, we wrote off the remaining balance of deferred financing fees of $1.8 million upon the termination of Credit Facility No. 1. Credit Facility No. 3 In October 2005, the Company entered into a credit facility for $110.0 million with a bank to finance the acquisition of three aircraft, which we refer to as Credit Facility No. 3. The interest rate on this facility was one-month LIBOR plus 1.50%. On March 30, 2006, $36.7 million of Credit Facility No. 3 was repaid using a portion of the proceeds from the disposition of flight equipment held for sale which had been financed under this facility. Credit Facility No. 3 was amended on July 18, 2006, to increase the maximum committed amount by approximately $25.1 million and to extend the maturity date to March 31, 2007. The increase in the maximum committed amount was reduced by $25.1 million with the closing of the initial public offering. On January 26, 2007, Credit Facility No. 3 was amended to extend the maturity date from March 31, 2007 to the earlier of September 30, 2007 or the transfer of the related aircraft financed in Credit Facility No. 3 into Securitization No. 2. Credit Facility No. 3 was repaid in full in July 2007 with a portion of the proceeds of Securitization No. 2. Our debt obligations contain various customary non-financial loan covenants. Such covenants do not, in management’s opinion, materially restrict our investment strategy or our ability to raise capital. We are in compliance with all of our loan covenants as of December 31, 2008. This excerpt taken from the AYR 10-Q filed Nov 17, 2008. Credit
Facilities
On March 20, 2008, the parties to the Revolving Credit
Facility entered into a fourth amendment to the Revolving Credit
Facility, extending the Stated Termination Date (as defined
therein) to December 11, 2008, and reducing the commitments
of the lenders to make loans thereunder, or the Revolving
Commitments, from $250.0 million to $150.0 million.
The Revolving Commitments were reduced to $100.0 million on
June 30, 2008, $80.0 million on August 31, 2008,
$60.0 million on September 30, 2008,
$40.0 million on October 31, 2008, with final maturity
on December 11, 2008. We have no plans to replace this
facility upon its maturity. The fourth amendment also amends the
Revolving Credit Facility so that Bear Stearns Corporate Lending
Inc. will have no further Revolving Commitments or loans
outstanding under the Revolving Credit Facility, with JPMorgan
Chase Bank, N.A. and Citicorp North America, Inc. each funding
one-half of the Revolving Commitments and the outstanding loans
from the date of the fourth amendment. At September 30,
2008, there were no outstanding loans. The interest rate,
including margin, applicable to loans under the Revolving Credit
Facility at September 30, 2008 was 4.49% and we had no
outstanding letters of credit under the Revolving Credit
Facility. We are not permitted to pay dividends on our common
shares to the extent a default or an event of default exists
under our Revolving Credit Facility.
On March 20, 2008, the parties to Amended Credit Facility
No. 2 entered into an amendment reducing the commitments of
the lenders to make loans thereunder from $1.0 billion to
$500.0 million, on any future date after which the loans
outstanding under Amended Credit Facility No. 2 fall below
$500.0 million. Amended Credit Facility No. 2 matures
on December 15, 2008. In June 2008, we refinanced and
transferred 26 aircraft from Amended Credit Facility No. 2
into Term Financing No. 1 and in September, we refinanced
and transferred seven aircraft from Amended Credit Facility
No. 2 into Term Financing No. 2. At September 30,
2008, we had borrowings of $113.3 million related to four
aircraft under our Amended Credit Facility No. 2. The
interest rate, including margin, applicable to loans under
Amended Credit Facility No. 2 at September 30, 2008
was 3.74%. On October 8, 2008, we reduced our total credit
commitment under Amended Credit Facility No. 2 to
$114.0 million. In connection with the reduced commitments
of the lenders and the loans outstanding under Amended
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Credit Facility No. 2 falling below $500.0 million in
the second quarter of 2008, we wrote off $0.6 million of
debt issuance costs which is reflected in interest expense on
the consolidated statement of income. In addition, we expect to
repay Amended Credit Facility No. 2 before its current
maturity of December 15, 2008.
On February 5, 2008, we entered into a senior secured
credit agreement with two banks, or the
2008-A
Credit Agreement, which we refer to as the
2008-A
Credit Facility. The
2008-A
Credit Facility provided for loans in an aggregate amount of up
to $300.0 million, with borrowings under this credit
facility being used to finance a portion of the purchase price
of certain aircraft. Loans under the
2008-A
Credit Facility were due to mature on August 4, 2008. On
May 15, 2008, we reduced our total credit commitment under
the 2008-A
Credit Facility to $188.0 and on June 3, 2008, the facility
matured when we paid the remaining balance of
$187.3 million with proceeds from the refinancing and
transferred the two aircraft into Term Financing No. 1. As
a result of the repayment of the
2008-A
Credit Facility, during the second quarter of 2008 we wrote off
$0.2 million of debt issuance costs which is reflected in
interest expense on the consolidated statement of income.
On July 26, 2007, we made an accelerated payment to the
relevant GAIF seller under our acquisition agreement with GAIF
for three Boeing Model
747-400ERF
aircraft and assumed a credit facility related to such
747-400ERF
aircraft. Borrowings under this facility were used to finance
progress payments made to Boeing during the manufacturing of the
aircraft. The facility matured upon the delivery of the third
and final
747-400ERF
aircraft in April 2008 when we paid the remaining balance of
$31.9 million under this facility.
Our debt obligations contain various customary financial and
non-financial loan covenants. Such covenants do not, in
management’s opinion, materially restrict our investment
strategy or our ability to raise capital. We are in compliance
with all of our loan covenants as of September 30, 2008.
This excerpt taken from the AYR 10-Q filed Aug 8, 2008. Credit
Facilities
On March 20, 2008, the parties to the Revolving Credit
Facility entered into a fourth amendment to the Revolving Credit
Facility, extending the Stated Termination Date (as defined
therein) to December 11, 2008, and reducing the commitments
of the lenders to make loans thereunder, or the Revolving
Commitments, from $250.0 million to $150.0 million.
The Revolving Commitments were reduced to $100.0 million on
June 30, 2008, and will reduce further to
$80.0 million on August 31, 2008, $60.0 million
on September 30, 2008 and $40.0 million on
October 31, 2008, with final maturity on December 11,
2008. The fourth amendment also amends the Revolving Credit
Facility so that Bear Stearns Corporate Lending Inc. will have
no further Revolving Commitments or loans outstanding under the
Revolving Credit Facility, with JPMorgan Chase Bank, N.A. and
Citicorp North America, Inc. each funding one-half of the
Revolving Commitments and the outstanding loans from the date of
the fourth amendment. At June 30, 2008, there were no
outstanding loans. The interest rate, including margin,
applicable to loans under the Revolving Credit Facility at
June 30, 2008 was 4.48% and we had no outstanding letters
of credit under the Revolving Credit Facility. We are not
permitted to pay dividends on our common shares to the extent a
default or an event of default exists under our Revolving Credit
Facility.
On March 20, 2008, the parties to Amended Credit Facility
No. 2 entered into an amendment reducing the commitments of
the lenders to make loans thereunder from $1.0 billion to
$500.0 million, on any future date after which the loans
outstanding under Amended Credit Facility No. 2 fall below
$500.0 million. Amended Credit Facility No. 2 matures
on December 15, 2008. During the second quarter of 2008, we
refinanced and transferred 26 aircraft from this facility into
Term Financing No. 1. At June 30, 2008, we had
borrowings of $255.2 related to 11 aircraft under our Amended
Credit Facility No. 2. The interest rate, including margin,
applicable to loans under Amended Credit Facility No. 2 at
June 30, 2008 was 3.73%. In connection with the reduced
commitments of the lenders and the loans outstanding under
Amended Credit Facility No. 2 falling below
$500.0 million in the second quarter of 2008, we wrote off
$0.6 million of debt issuance costs which is reflected in
interest expense on the consolidated statement of income. In
addition, we expect to extend, modify or replace Amended
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Credit Facility No. 2 with a similar aircraft acquisition
facility before its current maturity of December 15, 2008
On February 5, 2008, we entered into a senior secured
credit agreement with two banks, or the
2008-A
Credit Agreement, which we refer to as the
2008-A
Credit Facility. The
2008-A
Credit Facility provided for loans in an aggregate amount of up
to $300.0 million, with borrowings under this credit
facility being used to finance a portion of the purchase price
of certain aircraft. Loans under the
2008-A
Credit Facility were due to mature on August 4, 2008. On
May 15, 2008, we reduced our total credit commitment under
the 2008-A
Credit Facility to $188.0 and on June 3, 2008, the facility
matured when we paid the remaining balance of
$187.3 million with proceeds from the refinancing and
transferred the two aircraft into Term Financing No. 1. As
a result of the repayment of the
2008-A
Credit Facility, during the second quarter of 2008 we wrote off
$0.2 million of debt issuance costs which is reflected in
interest expense on the consolidated statement of income.
On July 26, 2007, we made an accelerated payment to the
relevant GAIF seller under our acquisition agreement with GAIF
for three Boeing Model
747-400ERF
and assumed a credit facility related to such
747-400ERF
aircraft. Borrowings under this facility were used to finance
progress payments made to Boeing during the manufacturing of the
aircraft. The facility matured upon the delivery of the third
and final
747-400ERF
aircraft in April 2008 when we paid the remaining balance of
$31.9 million under this facility.
From time to time, we also enter into repurchase agreements to
finance certain of our securities available for sale. Repurchase
agreements are agreements to sell securities to a counterparty
with the simultaneous agreement to repurchase the same or
substantially identical securities from the same counterparty at
a later date with accrued interest. Repurchase agreements
normally do not constitute economic sales and are therefore
treated as collateralized financing transactions and are carried
at the amount of cash received with the underlying securities
sold continuing to be recognized as securities available for
sale. Interest incurred on repurchase agreements is reported in
interest expense.
Our debt obligations contain various customary financial and
non-financial loan covenants. Such covenants do not, in
management’s opinion, materially restrict our investment
strategy or our ability to raise capital. We are in compliance
with all of our loan covenants as of June 30, 2008.
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