<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
MARCH 2, 1998
(Date of Earliest Event Reported)
<TABLE>
<S> <C>
AIRPLANES LIMITED AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of Association or Trust Agreement)
JERSEY, CHANNEL ISLANDS DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
33-99970-01 13-3521640
(Commission File Number) (IRS Employer Identification No.)
AIRPLANES LIMITED AIRPLANES U.S. TRUST
22 GRENVILLE STREET 1100 NORTH MARKET STREET
ST. HELIER RODNEY SQUARE NORTH
JERSEY, JE4 8PX WILMINGTON, DELAWARE
CHANNEL ISLANDS 19890-0001
(011 44 1534 609 000) (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of Registrants' Principal Executive
Offices)
</TABLE>
<PAGE> 2
ITEM 5. OTHER EVENTS
Press Release dated March 2, 1998
2
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THE NEW SECURITIES TO BE OFFERED BY THE
COMPANY HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT
YET BECOME EFFECTIVE. THE NEW SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY
BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER OR INVITATION TO SELL OR THE
SOLICITATION OF AN OFFER OR INVITATION TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY COUNTRY, JURISDICTION OR STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH COUNTRY, JURISDICTION OR STATE.
PRESS RELEASE
AIRPLANES GROUP
Airplanes Group (the "Company") circulated a preliminary prospectus today
in connection with the issue of approximately $2.4 billion in new debt
securities (the "New Securities"). The New Securities will be issued to
refinance the Company's outstanding $850 million of Subclass A-1 Pass Through
Certificates, $750 million of Subclass A-2 Pass Through Certificates, $500
million of Subclass A-3 Pass Through Certificates and $337 million of Class B
Pass Through Certificates (the "Refinancing").
The following table summarizes certain of the principal terms of the New
Securities:
<TABLE>
<CAPTION>
SUBCLASS A-6 SUBCLASS A-7 SUBCLASS A-8 CLASS B
CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Aggregate Principal Amount... $850,000,000 $500,000,000 $750,000,000 $337,000,000
Expected Ratings:
DCR........................ AA AA AA A
Moody's.................... Aa2 Aa2 Aa2 A2
Standard & Poor's.......... AA AA AA A
Expected Average Life........ 3.1 Years 3.0 Years 5.0 Years 6.1 Years
Expected Final Payment
Date....................... January 5, 2004 March 15, 2001 March 15, 2003 March 5, 2009
Final Maturity Date.......... March 15, 2019 March 15, 2019 March 15, 2019 March 15, 2019
</TABLE>
The preliminary prospectus contains information for potential purchasers of
the New Securities regarding certain assumptions relating to possible revenues
and expenses for the Company that are designed to illustrate various payment
characteristics of the New Securities. At this time, the Company is providing
similar information in Appendix A hereto with respect to the effect of the
assumptions on all of the Company's Class A-D pass through certificates expected
to be outstanding following the Refinancing.
March 2, 1998
FOR FURTHER INFORMATION, PLEASE CONTACT:
Edward Hansom at tel +353 61 706505, or
Paul Farrell at tel +353 61 706408
3
<PAGE> 4
APPENDIX A
Assumptions
The assumptions (the "Assumptions") and tables set forth below represent
possible revenue scenarios designed to illustrate certain payment
characteristics of the Company's Class A-D Pass Through Trust Certificates (the
"Certificates") and are not intended to be projections, estimates, forecasts or
forward-looking statements. The tables have been developed by fixing certain of
the Assumptions and by varying other Assumptions and certain other factors which
affect Airplanes Group's revenues and costs and expenses. The Assumptions do not
represent a complete list of factors which may affect the revenues and costs and
expenses of Airplanes Group, but rather indicate those factors which are likely
to significantly affect the performance of Airplanes Group in future years. In
addition, the range of possible outcomes with respect to each Assumption and the
combinations of Assumptions set forth above do not indicate a comprehensive set
of possible results for Airplanes Group. In particular, more severe stresses may
lead to payments of principal being delayed or decreased, or in certain cases,
an Event of Default.
Accordingly, investors should understand that the following tables are
intended merely to illustrate certain, but not all, payment sensitivities of the
Certificates to certain, but not all, market and economic stresses. Airplanes
Group does not intend to update or revise the information presented to reflect
changes occurring after February 10, 1998. However, Airplanes Group is not aware
of events or circumstances since February 10, 1998 that would cause the
Assumptions to be unreliable. It is highly likely that actual experience will
vary from the Assumptions and the possible revenue scenarios represented by the
tables. The principal factors that could cause Airplanes Group's actual revenues
to differ materially from such scenarios are the Stresses and certain "Risk
Factors" as set out herein, in Airplanes Group's annual report on Form 10-K for
the year ending March 31, 1997 as filed with the United States Securities and
Exchange Commission (the "Commission") and in the registration statement on Form
S-1 (File No. 333-43453), including all amendments, (the "Registration
Statement"). Unless otherwise defined herein, all capitalized terms used but not
defined herein have the meanings assigned to such terms in the Registration
Statement.
The Expected Final Payment Date, Expected Maturity, Weighted Average Life
and yield of each class and subclass of Certificates have been based on the
Assumptions.
REVENUE ASSUMPTIONS
(i) One month LIBOR remains constant at 5.75% per annum.
(ii) Six month LIBOR (the most common reference rate for the floating
rate Leases) remains constant at 5.75% per annum.
(iii) Funds on deposit in the Collection Account and Expense Account earn
interest at a rate of one month LIBOR;
(iv) Aircraft coming off-lease in the future are assumed to be re-leased
at a monthly rate that is a function of the current contracted
monthly lease rate as of February 10, 1998 for, and age of, such
Aircraft. Lease rates are assumed to remain constant at the monthly
lease rate for the first 60% of an Aircraft's expected useful life,
thereafter declining on a straight-line basis to 40% of such lease
rate over the remainder of its expected useful life (the "FUTURE
LEASE RATE"). Aircraft which are not currently on-lease are assumed
to be leased at a rate based upon lease rates currently being
received for Aircraft of a similar age and type. The table below
sets forth the expected useful life assumed for each aircraft type
in the Portfolio.
4
<PAGE> 5
<TABLE>
<CAPTION>
EXPECTED
AIRCRAFT TYPE USEFUL LIFE
----------------- -----------
(YEARS)
<S> <C> <C>
Jet Aircraft.................................... A300 25
A320-200 25
B727-200A 22.5
B737-200A/C 20-25
B737-300/400/500 25
B747-200BC(1) 25
B757-200 25
B767-200ER/300ER 25
DC8-71F/73CF 20(2)
DC9-14/15 22.5-25
DC9-32/51 22.5-25
DC10-30/F 25
F100 25
MD11 25
MD82/3/7 25
Turboprops...................................... ATR42-300 22.5
DHC8-100/300 22.5
METRO-III 22.5
</TABLE>
- ---------------
NOTES:
(1) Airplanes Group's one B747-200BC Aircraft is currently undergoing
conversion to freighter configuration.
(2) Years from the date of conversion to freighter service.
(v) Aircraft are assumed to have no scrap value at the end of their
expected useful life.
(vi) All contracted and assumed future payments in respect of the Leases
are timely received by Airplanes Group on the due date therefor. All
payments under restructured leases, where the Lessee is complying
with the terms of such Lease, are made in accordance with their
contractual terms. Where a Lessee under a restructured Lease is not
complying with the terms of such Lease it is assumed that no further
cash flows are received.
(vii) All net swap cash flows occur in accordance with the contractual
terms of the swap agreements. No Swaptions are exercised.
(viii) Future Lease terms are assumed to be five years.
(ix) No new Purchase Options with respect to the Aircraft are granted to
Lessees by Airplanes Group and the only existing Purchase Options
exercised are those associated with finance leases or their
equivalent.
(x) No new Lease termination or extension options are granted to Lessees
by Airplanes Group and no existing termination or extension options
are exercised.
(xi) With the exception of (a) any Aircraft sales assumed pursuant to a
Purchase Option as detailed in paragraph (ix) above and (b) the sale
of three Aircraft to Emery (an agreement for the sale of these three
Aircraft was signed on December 30, 1997), Airplanes Group sells no
Aircraft.
The above Assumptions (i) to (xi) are used to determine the assumed gross
monthly revenue to Airplanes Group before interest payments, principal payments,
Swap Payments, selling, general and administrative expenses and before lost
rental payments and expenditures required due to Aircraft downtime, Lessee
defaults, aircraft repossession costs, bad debts and operating costs incurred in
the ordinary course of the operating lease business ("GROSS REVENUE").
5
<PAGE> 6
INTEREST, EXPENSE AND OPERATING COST ASSUMPTIONS:
(xii) The Notes corresponding to the Certificates and the Class E Notes
held by GPA consist of the Classes and Subclasses with aggregate
principal amounts and coupons as set forth in the following table
and payments are made in accordance with the order of priorities
prescribed by the Indenture governing the Notes and the Class E
Notes.
<TABLE>
<CAPTION>
CLASS OR SUBCLASS AMOUNT COUPON
--------------------------------------------- ----------- ----------------------
($
MILLIONS)
<S> <C> <C>
A-4.......................................... 200 1 Month LIBOR+0.62%
A-5.......................................... 94 1 Month LIBOR+0.35%
A-6.......................................... 850 1 Month LIBOR+0.37%
A-7.......................................... 500 1 Month LIBOR+0.32%
A-8.......................................... 750 1 Month LIBOR+0.40%
B............................................ 337 1 Month LIBOR+0.70%
C............................................ 375 8.15%
D............................................ 400 10.875%
E............................................ 591 *
-----
$ 4,097
=====
</TABLE>
- ---------------
*Stated Interest Rate of 20% (adjustable for inflation); The "CLASS E
NOTE MINIMUM INTEREST AMOUNT" is 1%; The "CLASS E NOTE SUPPLEMENTAL
INTEREST AMOUNT" is 10%. The Class E Note Minimum Interest Amount and
the Class E Note Supplemental Interest Amount are payable on the
initial Outstanding Principal Balance of the Class E Notes.
(xiii) Refinancing Notes are assumed to be issued and sold on the
respective Expected Final Payment Dates of the Subclass A-4, A-7 and
A-8 Notes (and on each subsequent expected final payment date of any
Refinancing Notes) on the same terms with respect to priority,
coupon and redemption as the Notes being refinanced and with
maturities and amortization schedules paid with the application of
the Minimum and Supplemental Principal Payment Amounts.
(xiv) Airplanes Group realizes no actual liabilities in respect of
contingent liabilities of the Transferred Companies.
(xv) Selling, general and administrative expenses in the amount of $35
million per annum are deducted from Gross Revenue and include fees to
the Servicer, Administrative Agent and Cash Manager and other general
and administrative expenses of Airplanes Group.
(xvi) Gross Revenues are reduced each year by 2% to account for certain
operating costs incurred in the ordinary course of the operating
lease business including insurance expenses, Aircraft related costs
and leasing transaction expenses.
6
<PAGE> 7
ASSUMED CASE STRESS SCENARIO:
(xvii) Gross Revenues are assumed to be reduced by 6% per annum in respect
of lost rental payments and expenditures required due to Aircraft
downtime (known in the industry as "aircraft on ground") ("AOG"),
Lessee defaults, aircraft repossession costs and bad debts
("STRESSES"). The following set of Stresses are presented for
illustrative purposes and only represent an example of a combination
of Stresses which result in approximately a 6% reduction in Gross
Revenues. Other Stress combinations could result in Gross Revenue
reductions which exceed 6%.
<TABLE>
<S> <C> <C>
A: Weighted Average Portfolio Turnover: 20% per annum (Assumption (viii))
B: Average Re-marketing Time: 6 weeks (.115 years)
C: Weighted Average Default Rate: 4% per annum
D: Average Repossession Time: 18 weeks (.346 years)
E: Average Repossession Cost: $500,000 per Aircraft
F: Weighted Average Bad Debt Expense: 1% per annum
AOG = (A X B) + (C X (B + D))
Annual Repossession Expense ("ARE") = (C X (E/Average Gross Revenue per Aircraft))
AOG = (20% X .115 yrs) + (4% X (.115 yrs + .346 yrs)) 4.2%
ARE = (4% X 21%) 0.8
Bad Debt Expense +1.0
Stress Related Gross Revenue Reduction 6.0%
Operating costs (see Assumption (xvi)) +2.0
----
Gross Revenue Reduction in the Assumed Case 8.0%
====
</TABLE>
Increasing the above Stresses would result in a greater reduction in annual
Gross Revenues. The following table shows the effect upon Gross Revenues of
doubling the severity of each Stress (other than Average Repossession Cost)
outlined in the above example (in each case holding other Stresses unchanged).
<TABLE>
<CAPTION>
GROSS REVENUE
STRESS SEVERITY REDUCTION
------------------------------------------ -------------- -------------
<S> <C> <C>
Portfolio Turnover 40% per annum 10.3%
Re-marketing Time 12 weeks 10.8%
Default Rate 8% per annum 10.7%
Repossession Time 36 weeks 9.4%
Bad Debt Expense 2% per annum 9.0%
</TABLE>
It is highly likely that actual experience will differ from the Assumptions
and the Stresses and, therefore, principal payments on certain Notes will likely
occur earlier or later, and may occur significantly earlier or later, than
assumed.
PRINCIPAL REPAYMENTS UNDER THE ASSUMED CASE
The table below shows, for each Payment Date presented, the percentage of
the initial Outstanding Principal Balance of each subclass of Class A
Certificates, the aggregate Class A Certificates, including Refinancing
Certificates, and the Class B, Class C and Class D Certificates expected to be
Outstanding on such Payment Date based on the Assumptions. It is highly unlikely
that the Assumptions will correspond to actual experience. Therefore, principal
payments on the Notes and the corresponding Certificates may occur earlier or
later than as set forth in the table. The failure of Airplanes Group to pay
principal of any class or subclass of the Notes prior to the Final Maturity Date
of such class or subclass because funds are not available therefor in accordance
with the priorities set forth in the Indenture governing the Notes will not of
itself constitute an Event of Default or a Note Event of Default.
7
<PAGE> 8
PERCENT OF INITIAL OUTSTANDING PRINCIPAL BALANCE OF THE
CERTIFICATES BASED ON THE ASSUMED CASE
<TABLE>
<CAPTION>
AGGREGATE
CLASS A
CERTIFICATES,
INCLUDING
PAYMENT DATE OCCURRING IN REFINANCING
MARCH A-4 A-5 A-6 A-7 A-8 CERTIFICATES B C D
- -------------------------- ---- ---- ---- ---- ---- -------------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1998 (Closing Date)....... 100% 16% 100% 100% 100% 100% 100% 100% 100%
1999...................... 100% 0% 88% 100% 100% 92% 95% 97% 100%
2000...................... 100% 0% 70% 100% 100% 86% 85% 94% 99%
2001...................... 100% 0% 51% 0% 100% 79% 80% 89% 97%
2002...................... 100% 0% 32% 0% 100% 72% 73% 85% 94%
2003...................... 0% 0% 14% 0% 0% 65% 63% 79% 91%
2004...................... 0% 0% 0% 0% 0% 59% 54% 73% 87%
2005...................... 0% 0% 0% 0% 0% 53% 43% 66% 81%
2006...................... 0% 0% 0% 0% 0% 48% 33% 58% 75%
2007...................... 0% 0% 0% 0% 0% 42% 22% 49% 67%
2008...................... 0% 0% 0% 0% 0% 36% 11% 38% 57%
2009...................... 0% 0% 0% 0% 0% 30% 0% 27% 46%
2010...................... 0% 0% 0% 0% 0% 24% 0% 15% 34%
2011...................... 0% 0% 0% 0% 0% 18% 0% 0% 19%
2012...................... 0% 0% 0% 0% 0% 10% 0% 0% 0%
2013...................... 0% 0% 0% 0% 0% 0% 0% 0% 0%
2014...................... 0% 0% 0% 0% 0% 0% 0% 0% 0%
Weighted Average Life
(Years)(1).............. 5.0 0.2 3.1 3.0 5.0 7.6 6.1 8.2 10.0
</TABLE>
- ---------------
(1) The Weighted Average Life ("WEIGHTED AVERAGE LIFE") of a Certificate equals
(i) the sum of the products on each Payment Date of (A) the Principal
Distribution Amount or Scheduled Principal Payment Amount on such Payment
Date and (B) the number of years from the date of issuance of such
Certificate to such Payment Date (ii) divided by the initial Outstanding
Principal Balance of such Certificate.
8
<PAGE> 9
DECLINING BALANCES OF THE CERTIFICATES AND EXPECTED PORTFOLIO VALUE
BASED ON THE ASSUMED CASE
LOGO
In each of the following tables, "EXPECTED MATURITY" means the period
(expressed in years) from (i) March 16, 1998 in the case of the Subclass A-6,
Subclass A-7, Subclass A-8 and Class B Certificates and (ii) March 28, 1996 in
the case of any other Certificates through the expected final payment of
principal of the relevant Certificates.
EFFECT OF INABILITY TO REFINANCE SUBCLASS A-4 CERTIFICATES, SUBCLASS A-7
CERTIFICATES AND SUBCLASS A-8 CERTIFICATES
The table below is based on the Assumptions, except that no further
Refinancing Notes are assumed to be issued and sold and the Subclass A-4, A-7
and A-8 Certificates are assumed to amortize according to the priority of
payments set forth in the Indenture governing the Notes. If such Refinancings do
not occur, the Expected Maturities ("EXP") and Weighted Average Lives ("AVG") of
the respective classes and subclasses of Certificates would be as set forth
below.
9
<PAGE> 10
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF THE CERTIFICATES
ASSUMING NO REFINANCINGS OCCUR
<TABLE>
<CAPTION>
EXPECTED MATURITY/
WEIGHTED AVERAGE LIFE
----------------------------
ASSUMED CASE NO
REFINANCINGS
------------ ------------
EXP AVG EXP AVG
---- ---- ---- ----
(YEARS) (YEARS)
<S> <C> <C> <C> <C>
Subclass A-4 Certificates........................................... 5.0 5.0 6.4 5.7
Subclass A-5 Certificates........................................... 0.4 0.2 0.4 0.2
Subclass A-6 Certificates........................................... 5.8 3.1 7.4 3.4
Subclass A-7 Certificates........................................... 3.0 3.0 10.9 9.2
Subclass A-8 Certificates........................................... 5.0 5.0 14.8 13.3
Class B Certificates................................................ 11.0 6.1 13.7 6.5
Class C Certificates................................................ 13.0 8.2 13.0 8.2
Class D Certificates................................................ 14.0 10.0 14.0 10.0
</TABLE>
MINIMUM REVENUE PERCENTAGE REQUIRED TO RETIRE CERTIFICATES
The table below indicates the minimum percentage of Gross Revenue that will
be necessary to repay all interest and principal on each class of Certificates
by their respective Final Maturity Dates. If the actual revenue received by
Airplanes Group were to fall below the percentages of Gross Revenue indicated
below and all of the other Assumptions were to occur as assumed, Airplanes Group
would be unable to meet its required payment obligations for the classes of
Notes and corresponding classes of Certificates, which would constitute an Event
of Default with respect to the Certificates.
PERCENTAGE OF GROSS REVENUE NECESSARY TO REPAY THE
CERTIFICATES BY THE APPLICABLE FINAL MATURITY DATE ASSUMING ACTUAL
EXPERIENCE CORRESPONDS TO THE ASSUMED CASE UNTIL THE BEGINNING OF THE YEAR
STATED
<TABLE>
<CAPTION>
MARCH 15, MARCH 15, MARCH 15, MARCH 15,
1998 2000 2003 2007
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Aggregate Class A Certificates(1)..................... 59.2% 57.6% 53.3% 46.5%
Class B Certificates.................................. 66.4% 64.4% 59.4% 49.7%
Class C Certificates.................................. 84.1% 82.1% 77.8% 66.7%
Class D Certificates.................................. 85.8% 84.3% 80.6% 70.8%
</TABLE>
- ---------------
(1) Including all Refinancing Certificates
10
<PAGE> 11
EFFECT OF A PERMANENT CHANGE IN GROSS REVENUE
The tables below have been prepared based on the Assumptions, except that
the revenue received by Airplanes Group varies from Gross Revenues by the
indicated percentages, beginning on March 15, 2000 and 2003. If the actual
revenues received by Airplanes Group were to vary as indicated below and all of
the other Assumptions were to occur as assumed, then the Expected Maturities and
Weighted Average Lives of the respective classes and subclasses of Certificates
would be as set forth below.
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CERTIFICATES
ASSUMING A PERMANENT CHANGE IN GROSS REVENUE, BEGINNING ON MARCH 15, 2000
<TABLE>
<CAPTION>
PERMANENT CHANGE IN GROSS REVENUE
----------------------------------------------------------------------------
+10% 0% -8%* -15% -20%
------------ ------------ ------------ ------------ ------------
EXP AVG EXP AVG EXP AVG EXP AVG EXP AVG
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Subclass A-4 Certificates........ 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Subclass A-5 Certificates........ 0.4 0.2 0.4 0.2 0.4 0.2 0.4 0.2 0.4 0.2
Subclass A-6 Certificates........ 4.4 2.6 5.0 2.8 5.8 3.1 6.6 3.5 6.6 3.6
Subclass A-7 Certificates........ 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-8 Certificates........ 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Class B Certificates............. 11.0 6.1 11.0 6.1 11.0 6.1 18.8 8.3 20.1 8.4
Class C Certificates............. 11.2 7.9 12.9 8.2 13.0 8.2 15.0 9.6 (1)
Class D Certificates............. 10.8 9.0 12.8 9.8 14.0 10.0 18.8 16.1 (2)
</TABLE>
- ---------------
* Assumed case
(1) Not all principal repaid prior to the Final Maturity Date (Yield = 6.45%)
(2) Not all principal repaid prior to the Final Maturity Date (Yield = 9.91%)
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CERTIFICATES
ASSUMING A PERMANENT CHANGE IN GROSS REVENUE, BEGINNING ON MARCH 15, 2002
<TABLE>
<CAPTION>
PERMANENT CHANGE IN GROSS REVENUE
----------------------------------------------------------------------------
+10% +0% -8%* -15% -20%
------------ ------------ ------------ ------------ ------------
EXP AVG EXP AVG EXP AVG EXP AVG EXP AVG
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Subclass A-4 Certificates........ 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Subclass A-5 Certificates........ 0.4 0.2 0.4 0.2 0.4 0.2 0.4 0.2 0.4 0.2
Subclass A-6 Certificates........ 5.6 3.1 5.7 3.1 5.8 3.1 6.1 3.1 6.3 3.1
Subclass A-7 Certificates........ 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-8 Certificates........ 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Class B Certificates............. 11.0 6.1 11.0 6.1 11.0 6.1 16.4 7.8 20.1 8.0
Class C Certificates............. 12.3 8.2 13.0 8.2 13.0 8.2 13.1 8.2 18.1 10.7
Class D Certificates............. 12.2 9.6 13.5 10.0 14.0 10.0 16.4 12.1 (1)
</TABLE>
- ---------------
* Assumed case
(1) Not all principal repaid prior to the Final Maturity Date (Yield = 10.91%)
11
<PAGE> 12
EFFECT OF PERMANENT DECLINE IN PORTFOLIO VALUE
To the extent that the Adjusted Portfolio Value is less than the Expected
Portfolio Value, the Principal Adjustment Amount may be paid from time to time
to holders of Class A Certificates. Such payments may shorten the Weighted
Average Lives of the Class A Certificates and lengthen the Weighted Average
Lives of the Class B, Class C and Class D Certificates. The following tables
show the Expected Maturity and Weighted Average Life of each class or subclass
of Notes if the Adjusted Portfolio Value were to permanently decline to a given
percentage of the Expected Portfolio Value, beginning on March 16, 1998 and
March 15, 2002, respectively.
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CERTIFICATES
ASSUMING A PERMANENT CHANGE IN PORTFOLIO VALUE, BEGINNING ON MARCH 16, 1998
<TABLE>
<CAPTION>
ADJUSTED PORTFOLIO VALUE AS PERCENTAGE OF
EXPECTED PORTFOLIO VALUE BEGINNING ON MARCH 16, 1998
------------------------------------------------------------
100%* 90% 80% 70%
------------ ------------ ------------ ------------
EXP AVG EXP AVG EXP AVG EXP AVG
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Subclass A-4 Certificates................... 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Subclass A-5 Certificates................... 0.4 0.2 0.3 0.1 0.3 0.1 0.3 0.1
Subclass A-6 Certificates................... 5.8 3.1 5.7 3.0 4.8 2.6 4.8 2.6
Subclass A-7 Certificates................... 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-8 Certificates................... 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Class B Certificates........................ 11.0 6.1 12.7 6.8 13.1 7.7 13.6 8.1
Class C Certificates........................ 13.0 8.2 13.0 8.3 13.0 9.0 13.0 9.7
Class D Certificates........................ 14.0 10.0 14.0 10.0 14.0 10.8 14.0 11.5
</TABLE>
- ---------------
* Assumed case
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CERTIFICATES
ASSUMING A PERMANENT CHANGE IN PORTFOLIO VALUE, BEGINNING ON MARCH 15, 2002
<TABLE>
<CAPTION>
ADJUSTED PORTFOLIO VALUE AS PERCENTAGE OF
EXPECTED PORTFOLIO VALUE BEGINNING ON MARCH 15, 2002
-----------------------------------------------------
100%* 90% 80% 70%
----------- ----------- ----------- -----------
EXP AVG EXP AVG EXP AVG EXP AVG
---- ---- ---- ---- ---- ---- ---- ----
(YEARS) (YEARS) (YEARS) (YEARS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Subclass A-4 Certificates....................... 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Subclass A-5 Certificates....................... 0.4 0.2 0.4 0.2 0.4 0.2 0.4 0.2
Subclass A-6 Certificates....................... 5.8 3.1 5.7 3.1 5.3 3.0 5.3 3.0
Subclass A-7 Certificates....................... 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-8 Certificates....................... 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Class B Certificates............................ 11.0 6.1 13.3 7.3 13.4 7.8 13.8 8.0
Class C Certificates............................ 13.0 8.2 13.0 8.2 13.0 8.6 13.0 9.1
Class D Certificates............................ 14.0 10.0 14.0 10.0 14.0 10.7 14.0 11.4
</TABLE>
- ---------------
* Assumed case
12
<PAGE> 13
EFFECT OF CYCLICAL VARIATIONS IN GROSS REVENUE AND PORTFOLIO VALUE
"RECESSION SCENARIOS"
Historically, the aviation industry has experienced cyclical swings in the
supply and demand for aircraft as illustrated in the following graph. Operating
lease companies, such as Airplanes Group, would be negatively affected by a
decline in the demand for aircraft. Such a decline or "recession" (as used in
this discussion) is assumed to result in a decline in Aircraft values and an
increase in defaults and downtime, as well as a decline in operating lease
rates. These effects would result in a decline in Gross Revenues.
The following tables have been prepared on the basis of a number of
assumptions to show the effect on Expected Maturities and Weighted Average Lives
of Class B, Class C and Class D Certificates if recessions having given
durations were to occur at certain given times in the future. Actual experience
will likely differ from that which is assumed and, therefore, Expected
Maturities and Weighted Average Lives of the Certificates actually experienced
will likely differ from those shown in the tables below. In preparing the
following tables it has been assumed that a recession would have the following
effect on Airplanes Group's operations: First, Aircraft values would fall on the
first day of the recession to a given percentage of the Expected Portfolio Value
which, in turn, may trigger Principal Adjustment Amounts being paid on the Class
A Certificates, if amounts are available to do so. Second, after a period of two
years following the first day of the recession, Gross Revenues fall by a given
percentage as Aircraft are re-leased or Lessees default which would result in
less cash flow being available to make payments of interest and principal on the
Certificates. Third, the recession lasts a given period of time followed by the
Adjusted Portfolio Value returning to the then Expected Portfolio Value on the
first day after the recession and, two years following the end of the recession,
Gross Revenues returning to the Assumed Case. However, Airplanes Group can give
no assurance that periods of weak traffic growth and lower demand for aircraft
will be followed by periods of strong growth and high demand for aircraft nor
can it be assured that following a recession Aircraft values and Gross Revenues
will return to Assumed Case levels.
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS B
CERTIFICATES ASSUMING A RECESSION LASTING THREE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ---------- ---------- ---------- ----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- ----------------------------------------------------------------- ---- --- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year........ 1 (March 16, 1998) 11.0 6.1 11.0 6.1 12.2 6.2 15.3 8.3
3 11.0 6.1 11.0 6.1 13.2 6.3 15.0 8.2
5 11.0 6.1 11.0 6.1 13.2 6.5 14.8 8.2
10 11.0 6.1 11.0 6.1 12.3 6.5 14.3 6.9
</TABLE>
- ---------------
* Assumed case
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS B
CERTIFICATES ASSUMING A RECESSION LASTING FIVE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ---------- ---------- ---------- ----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- ----------------------------------------------------------------- ---- --- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year........ 1 (March 16, 1998) 11.0 6.1 11.0 6.1 13.4 6.5 17.3 8.6
3 11.0 6.1 11.0 6.1 13.4 6.7 16.8 8.5
5 11.0 6.1 11.0 6.1 13.3 7.0 16.3 8.4
10 11.0 6.1 11.0 6.1 13.4 6.6 14.5 7.0
</TABLE>
- ---------------
* Assumed case
13
<PAGE> 14
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS C
CERTIFICATES ASSUMING A RECESSION LASTING THREE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ---------- ---------- ---------- ----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- ----------------------------------------------------------------- ---- --- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year........ 1 (March 16, 1998) 13.0 8.2 13.0 8.2 13.0 8.3 13.1 8.4
3 13.0 8.2 13.0 8.2 13.0 8.3 13.1 8.5
5 13.0 8.2 13.0 8.2 13.0 8.2 13.1 8.6
10 13.0 8.2 13.0 8.2 13.0 8.3 13.1 8.4
</TABLE>
- ---------------
* Assumed case
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS C
CERTIFICATES ASSUMING A RECESSION LASTING FIVE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ---------- ---------- ---------- ----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- ----------------------------------------------------------------- ---- --- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year........ 1 (March 16, 1998) 13.0 8.2 13.0 8.2 13.0 8.3 13.3 9.7
3 13.0 8.2 13.0 8.2 13.0 8.3 13.1 9.2
5 13.0 8.2 13.0 8.2 13.0 8.2 13.1 9.3
10 13.0 8.2 13.0 8.2 13.0 8.3 13.0 8.4
</TABLE>
- ---------------
* Assumed case
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS D
CERTIFICATES ASSUMING A RECESSION LASTING THREE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ----------- ----------- ----------- -----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- -------------------------------------------------------------- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year..... 1 (March 16, 1998) 14.0 10.0 14.0 10.0 14.0 10.0 15.0 11.7
3 14.0 10.0 14.0 10.0 14.0 10.0 14.7 11.3
5 14.0 10.0 14.0 10.0 14.0 10.0 14.4 11.0
10 14.0 10.0 14.0 10.0 14.0 10.1 14.1 10.4
</TABLE>
- ---------------
* Assumed case
EXPECTED MATURITIES AND WEIGHTED AVERAGE LIVES OF CLASS D
CERTIFICATES ASSUMING A RECESSION LASTING FIVE YEARS
<TABLE>
<CAPTION>
0% 8%* 10% 20%
DECLINE IN GROSS REVENUES 100% 100%* 90% 80%
ADJUSTED PORTFOLIO VALUE AS A PERCENTAGE OF EXPECTED PORTFOLIO ----------- ----------- ----------- -----------
VALUE EXP AVG EXP AVG EXP AVG EXP AVG
- -------------------------------------------------------------- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Recession begins at start of Year..... 1 (March 16, 1998) 13.7 10.0 14.0 10.0 14.0 10.0 17.3 15.4
3 13.9 10.0 14.0 10.0 14.0 10.0 16.8 14.6
5 14.0 10.0 14.0 10.0 14.0 10.0 16.3 13.3
10 14.0 10.0 14.0 10.0 14.0 10.1 14.3 10.7
</TABLE>
- ---------------
* Assumed case
14
<PAGE> 15
EFFECT OF CHANGES IN GROSS REVENUES ON YIELDS OF FIXED RATE CERTIFICATES
The tables below have been prepared based on the Assumptions, except that
the revenue received by Airplanes Group varies from Gross Revenues by the
indicated percentages, beginning in certain years, for a period of three years
in one case and permanently in the other. If the actual revenues received by
Airplanes Group were to vary as indicated below and all of the other Assumptions
were to occur as assumed, then the yield to maturity for the Class C and Class D
Certificates would be as set forth below. If significant declines in Gross
Revenues were to occur, there may not be sufficient revenues available to meet
interest payments (as well as principal payments) on the Certificates. In such
cases, interest on the Certificates would be deferred.
YIELD, DATE OF FIRST DEFERRAL AND NUMBER OF MONTHS IN WHICH INTEREST IS DEFERRED
ON THE CLASS C
CERTIFICATES GIVEN THE ASSUMPTIONS BUT WITH A THREE YEAR CHANGE IN GROSS REVENUE
OF THE MAGNITUDE SHOWN
<TABLE>
<CAPTION>
CHANGE IN GROSS REVENUES BEGINNING ON MARCH 15,
--------------------------------------------------------------------------------------------------
2000 2003 2006
------------------------------ ------------------------------ ------------------------------
DATE OF MONTHS OF DATE OF MONTHS OF DATE OF MONTHS OF
YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS
----- -------- --------- ----- -------- --------- ----- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Increase of 10%.... 8.30% none 0 8.30% none 0 8.30% none 0
Decrease of 8%*.... 8.30% none 0 8.30% none 0 8.30% none 0
Decrease of 20%.... 8.30% none 0 8.30% none 0 8.30% none 0
Decrease of 30%.... 8.30% Oct-02 12 8.30% Aug-05 10 8.30% none 0
</TABLE>
- ---------------
* Assumed case
YIELD, DATE OF FIRST DEFERRAL AND NUMBER OF MONTHS IN WHICH INTEREST IS DEFERRED
ON THE CLASS C
CERTIFICATES GIVEN THE ASSUMPTIONS BUT WITH A PERMANENT CHANGE IN GROSS REVENUE
OF THE MAGNITUDE SHOWN
<TABLE>
<CAPTION>
CHANGE IN GROSS REVENUES BEGINNING ON MARCH 15,
--------------------------------------------------------------------------------------------------
2000 2003 2006
------------------------------ ------------------------------ ------------------------------
DATE OF MONTHS OF DATE OF MONTHS OF DATE OF MONTHS OF
YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS
----- -------- --------- ----- -------- --------- ----- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Increase of 10%.... 8.30% none 0 8.30% none 0 8.30% none 0
Decrease of 8%*.... 8.30% none 0 8.30% none 0 8.30% none 0
Decrease of 20%.... 6.45% Jan-19 4 8.30% none 0 8.30% none 0
Decrease of 30%.... 5.84% Oct-02 199 6.64% Aug-05 83 8.16% none 0
</TABLE>
- ---------------
* Assumed case
YIELD, DATE OF FIRST DEFERRAL AND NUMBER OF MONTHS IN WHICH INTEREST IS DEFERRED
ON THE CLASS D
CERTIFICATES GIVEN THE ASSUMPTIONS BUT WITH A THREE YEAR CHANGE IN GROSS REVENUE
OF THE MAGNITUDE SHOWN
<TABLE>
<CAPTION>
CHANGE IN GROSS REVENUES BEGINNING ON MARCH 15,
-----------------------------------------------------------------------------------------------------
2000 2003 2006
------------------------------- ------------------------------- -------------------------------
DATE OF MONTHS OF DATE OF MONTHS OF DATE OF MONTHS OF
YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS
------ -------- --------- ------ -------- --------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Increase of
10%........... 11.12% none 0 11.12% none 0 11.12% none 0
Decrease of
8%*........... 11.12% none 0 11.12% none 0 11.12% none 0
Decrease of
20%........... 11.12% none 0 11.12% none 0 11.12% none 0
Decrease of
30%........... 11.12% Sep-02 55 11.12% Aug-05 20 11.12% none 0
</TABLE>
- ---------------
* Assumed case
15
<PAGE> 16
YIELD, DATE OF FIRST DEFERRAL AND NUMBER OF MONTHS IN WHICH INTEREST IS DEFERRED
ON THE CLASS D
CERTIFICATES GIVEN THE ASSUMPTIONS BUT WITH A PERMANENT CHANGE IN GROSS REVENUE
OF THE MAGNITUDE SHOWN
<TABLE>
<CAPTION>
CHANGE IN GROSS REVENUES BEGINNING ON MARCH 15,
-----------------------------------------------------------------------------------------------------
2000 2003 2006
------------------------------- ------------------------------- -------------------------------
DATE OF MONTHS OF DATE OF MONTHS OF DATE OF MONTHS OF
YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS YIELD DEFERRAL DEFERRALS
------ -------- --------- ------ -------- --------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Increase of
10%........... 11.12% none 0 11.12% none 0 11.12% none 0
Decrease of
8%*........... 11.12% none 0 11.12% none 0 11.12% none 0
Decrease of
20%........... 9.91% Jan-05 172 10.91% none 0 11.12% none 0
Decrease of
30%........... -9.16% Sep-02 200 7.09% Aug-05 165 10.17% none 0
</TABLE>
- ---------------
* Assumed case
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AIRPLANES LIMITED
Date: February 27, 1998 /s/ ROY M. DANTZIC*
--------------------------------------
Director and Officer
Date: February 27, 1998 AIRPLANES U.S. TRUST
/s/ ROY M. DANTZIC*
--------------------------------------
Controlling Trustee and Officer
*By: /s/ MICHAEL WALSH
--------------------------------------
Attorney-in-Fact
17
<PAGE> 18
EXHIBIT INDEX
Exhibit A -- Power of Attorney for Airplanes Limited
Exhibit B -- Power of Attorney for Airplanes U.S. Trust
<PAGE> 1
EXHIBIT A
Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.
/s/ MONA PATEL
--------------------------------------
Mona Patel
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned, being a Director and officer of Airplanes Limited,
hereby individually appoints Patrick Blaney, John Tierney, Brian McLoghlin,
Declan Treacy, Richard Pierce, John Redmond, Michael Walsh and Rose Hynes and
each of them, acting as an officer of GPA Financial Services (Ireland) Limited,
as Administrative Agent of Airplanes Limited, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact"), with full power of
substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Director and an officer of Airplanes Limited, to sign each
Report on Form 8-K which will be filed at least monthly, provided that where any
such Report on Form 8-K is required to contain any information in addition to or
other than a copy of the relevant monthly report to certificate holders, the
contents of such Report on Form 8-K shall be notified to any one Director of
Airplanes Limited prior to the filing thereof, each such Report on Form 8-K
containing a monthly report to certificate holders to be filed monthly on or
about the 15th day of each month and each other Report on Form 8-K to be filed
within the time prescribed by the SEC upon the occurrence of certain events
listed in the SEC rules and regulations with the Securities and Exchange
Commission (the "SEC") and any amendments thereto, and to file the same with any
exhibits thereto and any other documents in connection therewith with the SEC,
granting unto said Attorney-in-Fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said Attorney-in-Fact, or his
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.
<TABLE>
<S> <C> <C>
Dated: 24 June 1996 /s/ ROY M. DANTZIC
-----------------------------------------------
Roy M. Dantzic
Witness: /s/ A. SYVRET
-----------------------------------------------
Dated: 24 June 1996 /s/ WILLIAM A. FRANKE
-----------------------------------------------
William A. Franke
Witness: /s/ A. SYVRET
-----------------------------------------------
Dated: 24 June 1996 /s/ HUGH R. JENKINS
-----------------------------------------------
Hugh R. Jenkins
Witness: /s/ A. SYVRET
-----------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
Dated: 24 June 1996 /s/ WILLIAM M. MCCANN
-----------------------------------------------
William M. McCann
Witness: /s/ A. SYVRET
-----------------------------------------------
Dated: 24 June 1996 /s/ EDWARD J. HANSOM
-----------------------------------------------
Edward J. Hansom
Witness: /s/ A. SYVRET
-----------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT B
Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.
/s/ MONA PATEL
--------------------------------------
Mona Patel
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Patrick Blaney, John Tierney,
Brian McLoghlin, Declan Treacy, Richard Pierce, John Redmond, Michael Walsh and
Rose Hynes and each of them, acting as an officer of GPA Financial Services
(Ireland) Limited, as Administrative Agent of Airplanes U.S. Trust, his true and
lawful attorney-in-fact and agent (each an "Attorney-in-Fact"), with full power
of substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Controlling Trustee and an officer of Airplanes U.S. Trust to
sign each Report on Form 8-K which will be filed at least monthly, provided that
where any such Report on Form 8-K is required to contain any information in
addition to or other than a copy of the relevant monthly report to certificate
holders, the contents of such Report on Form 8-K shall be notified to any one
Controlling Trustee of Airplanes U.S. Trust prior to the filing thereof, each
such Report on Form 8-K containing a monthly report to certificate holders to be
filed monthly on or about the 15th day of each month and each other Report on
Form 8-K to be filed within the time prescribed by the SEC upon the occurrence
of certain events listed in the SEC rules and regulations with the Securities
and Exchange Commission (the "SEC") and any amendments thereto, and to file the
same with any exhibits thereto and any other documents in connection therewith
with the SEC, granting unto said Attorney-in-Fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said Attorney-in-Fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
Dated: 24 June 1996 /s/ ROY M. DANTZIC
--------------------------------------
Roy M. Dantzic
Controlling Trustee
/s/ WILLIAM A. FRANKE
--------------------------------------
William A. Franke
Controlling Trustee
/s/ HUGH R. JENKINS
--------------------------------------
Hugh R. Jenkins
Controlling Trustee
/s/ WILLIAM M. MCCANN
--------------------------------------
William M. McCann
Controlling Trustee
/s/ EDWARD J. HANSOM
--------------------------------------
Edward J. Hansom
Controlling Trustee
