International Aircraft Financing

Transcription

1 VOLUME 1 GENERAL PRINCIPLES 2nd Edition DONALD H. BUNKER

2 Table of Contents List of Figures... viii Preface... ix Index of Relevant International Conventions and Agreements... x Abbreviations... xi Introduction... xiv Section 1 The Market Environment The Aviation Marketplace Operators Scheduled Airlines Classes of Scheduled Airlines Global Airlines Countries without Airlines Low Cost Carriers Premium Carriers Non-Scheduled Airlines (Charter) Regional Airlines (Commuters) Cargo Airlines Freight Forwarders and Consolidators Couriers General Aviation Fixed Base Operators Corporate Operators Managed Aircraft Blocked Seats Charter Flights on Demand (a) Card Programs (b) Empty-Legs (c) Grey Market (d) Air Charter Brokers Fractional Ownership State and Military Equipment Aircraft Definition Types, Classes, Categories Commercial Classification nd Edition 2015 i

3 1.3.2 Engines ETOPS, EROPS & LROPS Auxiliary Power Unit (APU) Hush Kits Major Equipment Traffic Alert Collision Avoidance System Ground-Proximity Warning System Terrain Awareness and Warning System Flight Recorders CNS/ATM System Flight Simulators Airline Personnel Flight Crew Cabin Crew Ground Staff Training Section 2 The Commercial Environment Money and Exchange World s Requirements for Aircraft Financing Historical Background Basic Types of Business Organizations Governmental Agencies Direct Liability Restricted Liability Cooperatives Private Organizations Sole Ownership Partnerships Corporations (Companies) Special Purpose Vehicles Joint Ventures Groupement d Intérêt Économique (GIE) Accounting Country Rules Financial Statements Balance Sheet Income Statement Financial Ratios Off-Balance Sheet Financing Depreciation Time Value of Money ii 2 nd Edition 2015

4 Table of Contents Section 3 Fleet and Financial Planning and Implementation Fleet Planning Types of Fleet Planning Start-Up Airlines Fleet Expansion Disposition of Aircraft Modification of Existing Fleet Used or New Aircraft Criteria for Aircraft Selection Mission Requirements Aircraft Size Financial Considerations Spares Provisioning Optimum Life of Aircraft Manufacturer Technical Support Aircraft Commonality Aircraft Conversions Aircraft Completions Financial Planning History of Aviation Finance Investors Senior (Debt) Junior (Equity) Sources of Funds Internal Funds Capital Markets Types of Financing Equity Debt Leasing Countertrade Considerations and Constraints Interest Currency Exchange and Currency Controls Qualification of Investments Taxation Risk Management (Credit) Safety Management Governmental Support Export Credit Agencies (ECAs) International Trade Organizations Subsidies and Export Credit Competition Manufacturer Assistance nd Edition 2015 iii

5 3.3 Implementation Task Force Business Plan Negotiation Brokers Letters of Intent Section 4 Ownership, Title and Security Ownership Generally Fractional Ownership Substantial Ownership and Effective Control Acquisition of Aircraft and Engines Purchasing New Aircraft Used Aircraft Engines Pre-Delivery Payments Bills of Sale Auctions Buyer Furnished Equipment (BFE) Seller Furnished Equipment (SFE) Pre-Purchase Evaluations Purchase Checklists Aircraft Storage Security Independent Security Devices Chattel Mortgages Conditional Sale Agreements Leases Trust Deeds Equipment Trust Certificates (ETC) Enhanced Equipment Trust Certificates (EETC) Security Interests and Liens Security Interests Registration of Security Interests Liens Guarantees and Indemnities Letters of Comfort Security Deposits Defeasance Escrow Arrangements Bank Instruments Letters of Credit Bank Guarantees iv 2 nd Edition 2015

6 Table of Contents Treaty Protection Securitization Commoditized Securitization Export Credit Securitization Aircraft Securitization International Equipment Trusts (IET) Assignments Novation Set-Off Take-or-Pay Arrangements Options Put Options Purchase Options Financial Insurance Political Risk Residual Value Asset Value Shortfall Section 5 Special Requirements Contractual Insurance Aviation Insurance Policies Maintenance Service Bulletins and Airworthiness Directives Minimum Equipment List Deferred Maintenance Maintenance Costs Maintenance as Seen by Interested Parties Maintenance Covenants Third-Party Maintenance Maintenance Reserves Return Conditions Inspections Logbooks and Records Spare Parts Defaults and Remedies Defaults Remedies Arbitration and Alternative Dispute Resolution Workouts and Debt Restructuring Bankruptcy nd Edition 2015 v

7 5.2 Regulatory Operations Nationality and Registration Traffic Rights Code Sharing Alliances Codes and Designators Slot Allocation Licensing of Personnel Aircraft Documentation and Records Safety Type Certification Airworthiness Certification Bilateral Airworthiness Agreements Maintenance Manuals Air Operator s Certificate (AOC) Aging Aircraft Safety Boards IATA Operational Safety Audit Unsafe Foreign Operations (Blacklisting) Public Policy Export and Import Permits Environment Economic Sanctions Forfeiture of Aircraft Corruption Liability Lessors and Lenders Maintenance Providers Appraisers and Inspectors Products Navigation Charges Immigration Drugs Section 6 Air Law Treaties Chicago Convention (1944) Warsaw Convention (1929) and the Warsaw Systems Montreal Convention (1999) Geneva Convention (1948) Cape Town Convention on International Interests in Mobile Equipment and the Protocol on Matters Specific to Aircraft Equipment (2001) vi 2 nd Edition 2015

8 Table of Contents Unidroit Convention on International Lease Financing (1988) United Nations Convention on Contracts for the International Sale of Goods (1980) Organizations International Civil Aviation Organization (ICAO) International Air Transport Association (IATA) International Chamber of Commerce (ICC) International Federation of Airline Pilots Associations (IFALPA) European Civil Aviation Conference (ECAC) Airlines for America (A4A) African Airlines Association (AFRAA) Arab Air Carriers Organization (AACO) European Organization for the Safety of Air Navigation (Eurocontrol) Société Internationale de Télécommunications Aéronautiques Société Coopérative (SITA) Association of European Airlines (AEA) The International Business Aviation Council (IBAC) International Institute for the Unification of Private Law (UNIDROIT) Organization for Economic Co-operation and Development (OECD) World Trade Organization (WTO) International Organization for Standardization (ISO) North American Free Trade Agreement (1994) (NAFTA) International Maritime Satellite Organization (1979) (INMARSAT) New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1985) European Union (EU) Society for Worldwide Interbank Financial Telecommunications (SWIFT) Bilateral Treaties and Agreements The Bilateral System Freedoms of the Air Negotiated in Bilateral Air Services Agreements Supplementary Rights Tariffs and Fees Index nd Edition 2015 vii

9 VOLUME 2 SPECIFIC DOCUMENTS 2nd Edition DONALD H. BUNKER

10 Table of Contents List of Figures... iii Recommended Additional Sources... v Books... v Journals and Services... v Abbreviations... vi Introduction... ix Section 7 Documentation and Special Clauses Documentation Typical Japanese Leveraged Lease Structure Common Provisions in Aviation Financing Documents Letter of Intent Model Letter of Intent Lease Agreements Model Aircraft Dry Lease Agreement Model Aircraft Wet Lease Agreement Model Short Form Dry Lease Agreement Model Short Form Wet Lease Agreement IATA Master Short-Term Engine Lease Agreement Lease Due Diligence Purchase Agreements New Aircraft Purchase Agreement Model Used Aircraft Purchase Agreement Ancillary Transaction Documents Director s Resolution Power of Attorney Incumbency Certificate Legal Opinions Bill of Sale Acceptance Certificate Quiet Enjoyment Letter Deregistration Undertaking Letter Guarantee Letter of Comfort Assignments nd Edition 2015 i

11 Section 8 Terms and Definitions Financial and Legal World Airlines Technical Operations Glossary (WATOG) Frequently Used Technical Terms Index ii 2 nd Edition 2015