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These excerpts taken from the AYR 8-K filed Jun 12, 2007. Section 9.01 Modification with Consent of Holders and the Policy Provider. With the consent of Holders of a majority of the Outstanding Principal Balance of the Class A Securities on the date of any vote of such Holders (voting as a single class), the Policy Provider and the Initial Credit Facility Provider and upon receipt of a Rating Agency Confirmation, the Issuer, when authorized by one or more Board Resolutions, may amend or modify this Indenture or the Securities; provided that (i) without the consent of the Guarantor and the Policy Provider, no such amendment may modify the provisions of this Indenture to the extent that such amendment could reasonably be expected to have a material adverse affect on the Guarantor and (ii) without the consent of the Policy Provider, each provider of an Eligible Credit Facility, the Guarantor and each Holder of any Securities, in each instance affected thereby, no such amendment may, except as otherwise provided in Section 3.11 hereof, modify the provisions of this Indenture or the Securities setting forth the frequency or the currency of payment of, the maturity of, or the method of calculation of the amount of, any interest, principal, Redemption Price or Policy Premium payable in respect of any subclass of Securities or to the Policy Provider, or reduce the percentage of the aggregate Outstanding Principal Balance of any subclass of Securities required to approve any amendment or waiver of this Section 9.01 or, except as otherwise provided in Section 3.09 hereof, alter the manner or priority of payment of such subclass of Securities (each, a “Basic Terms Modification”). It shall not be necessary for the consent of the Holders under this Section 9.01 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof; provided, however, that it shall be necessary for the Policy Provider to approve the particular form of any proposed amendment or waiver (such approval not to be unreasonably withheld). Any such modification approved by the required Holders of any class or subclass of Securities will be binding on the Holders of the relevant class or subclass of Securities and each party to this Indenture. The Issuer shall give the Policy Provider, each provider of an Eligible Credit Facility and each Rating Agency prior notice of any amendment under this Section 9.01 and any amendments of the constitutive documents by the Issuer or any ACS Group Subsidiaries, and,
after an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders, the Policy Provider, each provider of an Eligible Credit Facility and the Rating Agencies a notice briefly describing such amendment. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.01 becomes effective, it shall bind every Holder whether or not notation thereof is made on any Security held by such Holder. Section 9.02 Modification Without Consent of Holders or the Providers of Eligible Credit Facilities or the Policy Provider. Subject to Section 9.01 hereof, the Trustee may agree with the Issuer, without the consent of any Holder, the Policy Provider or any provider of an Eligible Credit Facility (but in the case of clauses (b), (c) and (d) below, with the consent of the Policy Provider and further, in the case of clause (c) below, with the consent of the Initial Credit Facility Provider), (a) to any modification (other than a Basic Terms Modification) of, or the waiver or authorization of any breach or prospective breach of, any provision of any Related Document or of the relevant subclass of Securities to correct a manifest error or an error which is of a formal, minor or technical nature, (b) to modify the provisions of this Indenture or the Cash Management Agreement relating to the timing of movement of Rental Payments or other monies received or Expenses Incurred among the Accounts by the Cash Manager, (c) to add or reflect any Eligible Credit Facility, (d) to any amendment (other than a Basic Terms Modification) of an immaterial nature necessary to facilitate the issuance of Refinancing Securities and/or Additional Securities and related acquisition of Additional Aircraft (all in a manner consistent with the provisions of this Indenture) or (e) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA. Any such modification shall be notified to the Holders as soon as practicable thereafter and shall be binding on all the Holders. Upon any such modification, the Issuer shall deliver to the Holders, the Trustee, the Policy Provider and the Initial Credit Facility Provider a certificate of the Issuer certifying that such modification will not adversely affect the Holders, the Policy Provider or the Initial Credit Facility Provider. In addition, the Issuer may, without providing the certificate mentioned in the preceding paragraph, and without the consent of the Trustee, any Holder or any provider of an Eligible Facility, the Policy Provider or the Initial Credit Facility Provider or any other party, list the Securities on the Alternative Securities Market of the Irish Stock Exchange. Section 9.03 Subordination and Priority of Payments. The subordination provisions contained in Section 3.08, Section 3.09 and Article X hereof may not be amended or modified without the consent of the Policy Provider (so long as a Policy Provider Non-Consent Event has not occurred and is not continuing), each provider of an Eligible Credit Facility, each Hedge Provider, each Holder of the subclass of Securities affected thereby and each Holder of any subclass of Securities ranking senior thereto. In no event shall the provisions set forth in Section 3.08 hereof relating to the priority of the Expenses, Hedge Payments and payments under all Eligible Credit Facilities be amended or modified.
Section 9.04 Execution of Amendments by Trustee. In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s own rights, duties, immunities or indemnities under this Indenture or otherwise. Section 9.05 Conformity with Trust Indenture Act. Every indenture supplemental hereto pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect. MODIFICATION Section 9.01 Modification with Consent of Holders and the Policy Provider. With the consent of Holders of a majority of the Outstanding Principal Balance of the Class A Securities on the date of any vote of such Holders (voting as a single class), the Policy Provider and the Initial Credit Facility Provider and upon receipt of a Rating Agency Confirmation, the Issuer, when authorized by one or more Board Resolutions, may amend or modify this Indenture or the Securities; provided that (i) without the consent of the Guarantor and the Policy Provider, no such amendment may modify the provisions of this Indenture to the extent that such amendment could reasonably be expected to have a material adverse affect on the Guarantor and (ii) without the consent of the Policy Provider, each provider of an Eligible Credit Facility, the Guarantor and each Holder of any Securities, in each instance affected thereby, no such amendment may, except as otherwise provided in Section 3.11 hereof, modify the provisions of this Indenture or the Securities setting forth the frequency or the currency of payment of, the maturity of, or the method of calculation of the amount of, any interest, principal, Redemption Price or Policy Premium payable in respect of any subclass of Securities or to the Policy Provider, or reduce the percentage of the aggregate Outstanding Principal Balance of any subclass of Securities required to approve any amendment or waiver of this Section 9.01 or, except as otherwise provided in Section 3.09 hereof, alter the manner or priority of payment of such subclass of Securities (each, a “Basic Terms Modification”). It shall not be necessary for the consent of the Holders under this Section 9.01 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof; provided, however, that it shall be necessary for the Policy Provider to approve the particular form of any proposed amendment or waiver (such approval not to be unreasonably withheld). Any such modification approved by the required Holders of any class or subclass of Securities will be binding on the Holders of the relevant class or subclass of Securities and each party to this Indenture. The Issuer shall give the Policy Provider, each provider of an Eligible Credit Facility and each Rating Agency prior notice of any amendment under this Section 9.01 and any amendments of the constitutive documents by the Issuer or any ACS Group Subsidiaries, and,
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after an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders, the Policy Provider, each provider of an Eligible Credit Facility and the Rating Agencies a notice briefly describing such amendment. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.01 becomes effective, it shall bind every Holder whether or not notation thereof is made on any Security held by such Holder. Section 9.02 Modification Without Consent of Holders or the Providers of Eligible Credit Facilities or the Policy Provider. Subject to Section 9.01 hereof, the Trustee may agree with the Issuer, without the consent of any Holder, the Policy Provider or any provider of an Eligible Credit Facility (but in the case of clauses (b), (c) and (d) below, with the consent of the Policy Provider and further, in the case of clause (c) below, with the consent of the Initial Credit Facility Provider), (a) to any modification (other than a Basic Terms Modification) of, or the waiver or authorization of any breach or prospective breach of, any provision of any Related Document or of the relevant subclass of Securities to correct a manifest error or an error which is of a formal, minor or technical nature, (b) to modify the provisions of this Indenture or the Cash Management Agreement relating to the timing of movement of Rental Payments or other monies received or Expenses Incurred among the Accounts by the Cash Manager, (c) to add or reflect any Eligible Credit Facility, (d) to any amendment (other than a Basic Terms Modification) of an immaterial nature necessary to facilitate the issuance of Refinancing Securities and/or Additional Securities and related acquisition of Additional Aircraft (all in a manner consistent with the provisions of this Indenture) or (e) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA. Any such modification shall be notified to the Holders as soon as practicable thereafter and shall be binding on all the Holders. Upon any such modification, the Issuer shall deliver to the Holders, the Trustee, the Policy Provider and the Initial Credit Facility Provider a certificate of the Issuer certifying that such modification will not adversely affect the Holders, the Policy Provider or the Initial Credit Facility Provider. In addition, the Issuer may, without providing the certificate mentioned in the preceding paragraph, and without the consent of the Trustee, any Holder or any provider of an Eligible Facility, the Policy Provider or the Initial Credit Facility Provider or any other party, list the Securities on the Alternative Securities Market of the Irish Stock Exchange. Section 9.03 Subordination and Priority of Payments. The subordination provisions contained in Section 3.08, Section 3.09 and Article X hereof may not be amended or modified without the consent of the Policy Provider (so long as a Policy Provider Non-Consent Event has not occurred and is not continuing), each provider of an Eligible Credit Facility, each Hedge Provider, each Holder of the subclass of Securities affected thereby and each Holder of any subclass of Securities ranking senior thereto. In no event shall the provisions set forth in Section 3.08 hereof relating to the priority of the Expenses, Hedge Payments and payments under all Eligible Credit Facilities be amended or modified.
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Section 9.04 Execution of Amendments by Trustee. In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s own rights, duties, immunities or indemnities under this Indenture or otherwise. Section 9.05 Conformity with Trust Indenture Act. Every indenture supplemental hereto pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect. | EXCERPTS ON THIS PAGE:
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