Accession Agreement to Cash Management Agreement among Morgan Stanley Aircraft Finance, Bankers Trust Company, and Others

Summary

This agreement, dated March 15, 2000, adds several entities as parties to the existing Cash Management Agreement originally dated March 3, 1998, among Morgan Stanley Aircraft Finance, Bankers Trust Company, and other entities. By signing, the new parties agree to be bound by all terms of the original agreement as if they were original signatories. The agreement ensures that all parties are subject to the same obligations and rights under the Cash Management Agreement.

EX-10.3 7 0007.txt EXECUTION COPY ACCESSION AGREEMENT March 15, 2000 We refer to the Cash Management Agreement dated as of March 3, 1998 among Morgan Stanley Aircraft Finance, Bankers Trust Company and the other entities listed therein (the "Cash Management Agreement"). Capitalized terms used and not defined in this Accession Agreement have the meanings specified in the Cash Management Agreement. Each of us agrees, as of the date of this Accession Agreement, to be considered a party to the Cash Management Agreement for all purposes, as if an original signatory to the Cash Management Agreement, and to be bound by the terms of the Cash Management Agreement. This Accession Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. MSA II By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: MSA III By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: MSA IV By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: MSA V By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: MSA VI By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: MSA VII By: /s/ Brian J. Gill --------------------------------- Name: Brian J. Gill Title: 2 ACCEPTED AND ACKNOWLEDGED MORGAN STANLEY AIRCRAFT FINANCE By: /s/ Brian J. Gill --------------------------------------- Name: Title: BANKERS TRUST COMPANY, as Cash Manager By: /s/ Jenna Kaufman --------------------------------------- Name: Jenna Kaufman Title: Vice President BANKERS TRUST COMPANY, not in its individual capacity, but solely as Security Trustee By: /s/ Jenna Kaufman --------------------------------------- Name: Jenna Kaufman Title: Vice President MSA I By: /s/ Brian J. Gill --------------------------------------- Name: Brian J. Gill Title: REDFLY (UK) LIMITED By: /s/ Kieran O'Keefe --------------------------------------- Name: Kieran O'Keefe Title: 3 - ------------------------------------------ SIGNED SEALED AND DELIVERED for and on behalf of GREENFLY (IRELAND) LIMITED, by /s/ Kieran O'Keefe ------------------------- its duly authorized attorney in fact in the presence of: /s/ Jacqueline Kelly AIRCRAFT SPC-5, INC. By: /s/ Kieran O'Keefe --------------------------------------- Name: Kieran O'Keefe Title: 4