Aircraft Finance Trust Launches Consent Solicitation

NEW YORK—(BUSINESS WIRE)—Aircraft Finance Trust (“AFT”) commenced today a solicitation of consents (the “Consent Solicitation”) of the holders of the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes and Class D Notes (collectively, the “Notes”) to various amendments (the “Proposed Amendments”), as described in the Consent Solicitation Statement, dated May 17, 2011 (the “Consent Solicitation Statement”), attached to the Consent Form for holders of the Notes (the “Consent Form”), to the Indenture, dated as of May 5, 1999 (the “Indenture”), among AFT, as the issuer, Phoenix American Financial Services, Inc. (formerly known as ReSource/Phoenix, Inc.), as the administrative agent (the “Administrative Agent”), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Indenture Trustee”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

The Proposed Amendments require the consents of the holders of at least a majority of the Outstanding Principal Balance of the Notes, voting as a single class (the “Requisite Consents”). As of May 16, 2011, the most recent Payment Date, the Outstanding Principal Balance of the Notes was $699,562,974.40. No fees will be paid by AFT to the Holders of any of the Notes in connection with the Consent Solicitation. The record date for the Consent Solicitation is 5:00 p.m., New York City time, on May 16, 2011.

The Proposed Amendments would, as described more fully in the Consent Solicitation Statement:

(i) allow AFT to sell or otherwise dispose of aircraft based upon a Controlling Trustees’ Resolution without having to comply with the current restrictions on such sales and dispositions;

(ii) allow the Controlling Trustees to set from time to time the concentration limits and permitted countries for lessees without having to comply with the current geographical, lessee and other restrictions;

(iii) reduce the cost of hull and other insurance to be at least equal to the Adjusted Base Value (as defined in the Indenture) of the aircraft rather than the current Note Target Prices which reflect both such Adjusted Base Value and the outstanding balance of the Notes;

(iv) eliminate the requirement that AFT obtain Rating Agency Confirmations prior to taking certain actions under the Indenture;

(v) permit AFT to establish reserves for expenses anticipated to be incurred during the next six months and provide AFT with the flexibility to incur certain hedging expenses during the period between Payment Dates; and

(vi) make certain other changes of a technical or conforming nature to effect the foregoing.

The overall purpose of the Proposed Amendments, as described more fully in the Consent Solicitation Statement, is to (i) provide AFT with the flexibility to manage the portfolio in a manner that better reflects the current market and other conditions affecting the current portfolio, (ii) provide AFT with greater flexibility to take advantage of market opportunities to sell aircraft, (iii) reduce the cost of hull/repossession (political risk insurance) insurance, hedging and other costs of AFT, (iv) eliminate the time delay and costs associated with obtaining Rating Agency Confirmation of certain actions by AFT, (v) allow AFT to better reserve for future anticipated expenses given its current financial condition and cash flow and (vi) otherwise amend the Indenture to effectuate the foregoing.

For the reasons described in the Consent Solicitation Statement, the Controlling Trustees, having consulted with the Administrative Agent, the capital markets advisor and its other advisors, recommend that the Noteholders consent to the Proposed Amendments.

A copy of the Consent Solicitation Statement has been posted on AFT’s website http://www.aftreports.com. Further, a complete set of Consent Solicitation materials (including the Consent Form) is also available from Global Restructuring Services, Inc., as information agent, the contact details of which are set out below.

Consents must be submitted to Global Restructuring Services, Inc., as tabulation agent, as soon as possible and no later than 5:00 p.m., New York City time, on June 14, 2011.

Any questions concerning the terms of the Consent Solicitation may be directed to Jefferies & Company, Inc. as solicitation agent.