Welcome to Rotor Engines Finance Reports

Rotor Engines Securitization Ltd. (“Rotor”) is a special-purpose exempted limited liability company incorporated under the laws of Bermuda on September 29, 2010 (registration number 44604), to purchase and own a portfolio of aircraft engines and related leases. Rotor is resident in Ireland for tax purposes and is managed and controlled through its board of directors in Ireland. Rotor acquired an initial portfolio of 30 aircraft engines (the “Engines”) from certain affiliates of General Electric Capital Corporation, a Delaware corporation (“GECC”). On the Closing Date, Rotor agreed to purchase from such affiliates of GECC (collectively, the “Sellers”) the beneficial interests in 25 Utah common law trusts (the “Engine Trusts”), each of which owned a single Engine, and Rotor Engines Ireland I Ltd. and Rotor Engines Ireland II Ltd., each an exempted limited liability company incorporated under the laws of Bermuda and a wholly owned subsidiary of Rotor (collectively, the “Bermuda Engine Owning Subsidiaries”), purchased four Engines on lease to China Eastern Airlines and one Engine for which the lease to China Eastern expired (the “China Eastern Engines”, together with the Engine Trusts, the “Engine Assets”) from one of the Sellers. The purchases consummated on June 24, 2011 and continuing thereafter until the date 210 days after the closing date of the sale of the Notes (the “Delivery Period” and such 210th day, the “Delivery Expiry Date”). Rotor and the Bermuda Engine Owning Subsidiaries directly or indirectly funded the payment of the purchase price for the Engine Trusts and the China Eastern Engines from the proceeds of the Initial Notes described below, as well as with the proceeds of the E Certificate described below. The purchases of the Engine Assets were made pursuant to an asset purchase agreement between Rotor, the Bermuda Engine Owning Subsidiaries, GECC, GECAS and the Sellers (the “Asset Purchase Agreement”).

Initial Porfolio

All of the Engines in the initial portfolio and any other Engines acquired directly or indirectly by Rotor are Stage 3 aircraft jet engines. At Closing, 25 of the Engines were on operating leases, that when entered into, were for terms of 12 months or greater, to 18 lessees (the “Lessees”) located in 14 countries.

Initial Notes

On the Closing Date, Rotor issued its 5.75% Series 2011-1A Notes (the “Series A Notes”) in the initial principal amount of $250,000,000 and its 7.15% Series 2011-1B Notes (the “Series B Notes”) in the initial principal amount of $40,000,000. The net proceeds of such Notes, after deposit of maintenance and other reserve amounts set forth below, together with the proceeds of the E Certificate (defined below), were deposited in a separate account (the “Engine Acquisition Account”) and used to fund the payment to the Sellers of the balance of the purchase price of the Engine Assets owed to the Sellers on or promptly following the respective Delivery Dates. The Series A Notes and the Series B Notes were issued pursuant to an Indenture (the “Indenture”) among Rotor, the Administrative Agent (as defined below) and Deutsche Bank Trust Company Americas (“DB Trust Company”), as trustee (the “Trustee”). Each series of Notes have an expected amortization schedule and an expected final payment date as well as a legal final maturity date, specified below. Payments on the Series B Notes are subordinated to payments on the Series A Notes to the extent provided in the Indenture.

Collateral

To secure repayment of the Notes, Rotor pledged its beneficial interests in the Engine Trusts and Issuer Subsidiaries to DB Trust Company, as Security Trustee (the “Security Trustee”), pursuant to a Security Trust Agreement (the “Security Trust Agreement”) among the Security Trustee, Rotor, the Engine Trusts and the Issuer Subsidiaries. Each Issuer Subsidiary and Engine Trust formed or acquired in the future will become a party to the Security Trust Agreement. Under the Security Trust Agreement, the Engine Trusts and the Issuer Subsidiaries also pledge all of their other assets to the Security Trustee, including a security interest in the Engine owned by each Engine Trust and (in the case of a China Eastern Engine) the relevant Issuer Subsidiary and in the leases of such Engine and related assets.

Engine Sale

Rotor completed the sale of a General Electric model GE90-115B engine on November 11, 2017 decreasing Rotor’s total portfolio of engine assets to 29.

Indenture Amendment

Rotor successfully completed a solicitation of consents from the holders of its Series A and Series B Notes to various amendments to the Trust Indenture dated June 24, 2011. The Amendments are described in the consent solicitation statement dated as of February 22, 2018.

Servicer

GE Capital Aviation Services Limited (“GECAS”), an Irish company and a wholly owned subsidiary of GECC, acts as servicer (the “Servicer”) with respect to the Engines pursuant to a Servicing Agreement (the “Servicing Agreement”) among Rotor, the Engine Trusts, the Issuer Subsidiaries and the Servicer. As Servicer, GECAS performs certain lease and engine-related services with respect to the Engines, including collecting lease payments from Lessees, monitoring the performance of the Lessees and the technical status of the Engines, complying with any lessor obligations to the Lessee on the lessor’s behalf, and remarketing the Engines for lease or sale.

Administrative Agent

Phoenix American Financial Services, Inc., a California corporation (“Phoenix”), acts as administrative agent (the “Administrative Agent”) for Rotor and in that capacity agrees to provide administrative, accounting and other support services to Rotor, the Engine Trusts and any Issuer Subsidiaries pursuant to an Administrative Agency Agreement among Rotor, the Engine Trusts, any Issuer Subsidiaries, the Administrative Agent, the Trustee, the E Certificate Investor and the E Certificate Trust (the “Administrative Agency Agreement”).

Ownership of Rotor

Rotor will have a single class of common equity shares (the “Common Shares”), all of which will be owned by a Bermuda trustee (the “Bermuda Trustee”) for such charitable purposes under Bermuda law as the trustee may select. To secure repayment of the Notes, the Bermuda Trustee will pledge its interest in the Common Shares to DB Trust Company, as Security Trustee. Governance of Rotor: Rotor’s board of directors (the “Board”) that manage the property and affairs of Rotor.