UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 17, 2000
-------------------
Commission File No. 333-82153
-------------------
AIRCRAFT FINANCE TRUST
State of Organization: Delaware
IRS Employer Identification No. 51-6512392
1100 North Market Street, Rodney Square North, Wilmington, Delaware
Telephone - (302) 651-1000
This document consists of 16 pages.
<PAGE>
Item 5. Other Events.
Attached hereto as Exhibit 99.1 is a copy of the Monthly Report to Noteholders
for the payment date of April 17, 2000, sent to the holders of the notes.
Attached hereto as Exhibit 99.2 is the Annual Report to Noteholders for the year
ended December 31, 1999.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AIRCRAFT FINANCE TRUST
(Registrant)
April 17, 2000 By: /s/ Wayne D. Lippman
- --------------------------- ---------------------
Wayne D. Lippman
Controlling Trustee
3
AIRCRAFT FINANCE TRUST
ASSET BACKED NOTES, SERIES 1999-1
REPORT TO NOTEHOLDERS
All amounts in US dollars unless otherwise stated
Payment Date 15th of each month
Convention Modified Following Business Day
Current Payment Date April 17, 2000
Current Calculation Date April 11, 2000
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------
1. Account Activity Summary between Calculation Dates
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Prior Balance on
Balance Deposits Withdrawals Calculation Date
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Expense Account 10,730,912.92 3,295,203.42 (883,568.51) 13,142,547.83
Collection Account 63,807,651.45 14,149,550.90 (11,807,651.45) 66,149,550.90
VARIG Reserve Account 6,750,000.00 - - 6,750,000.00
Lessee Funded Account 13,599,451.18 26,875.95 (2,101,000.00) 11,525,327.13
- ----------------------------------------------------------------------------------------------------------------------------
Total 94,888,015.55 17,471,630.27 (14,792,219.96) 97,567,425.86
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------------
2. Analysis of Expenses Account Activity
- ----------------------------------------------------------------------------------------------------------------------------
Opening Balance on Previous Calculation Date 10,730,912.92
Transfer from Collection Account on Previous Payment Date 3,295,203.42
Interim Transfer from Collection Account -
Payments on Previous Payment Date (416,410.34)
Interim payments (467,158.17)
Other -
- ----------------------------------------------------------------------------------------------------------------------------
Balance on Current Calculation Date 13,142,547.83
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
3. Analysis of Collection Account Activity
- ----------------------------------------------------------------------------------------------------------------------------
Opening Balance on Previous Calculation Date 63,807,651.45
Collections during period
- lease rentals 11,432,390.76
- maintenance reserves 2,006,665.38
- other 218,961.00
- interest income 425,607.37
Drawings under Credit or Liquidity Enhancement Facilities -
Repayment of Drawings under Credit or Liquidity Enhancement Facilities -
Transfer to Expense Account on previous Payment Date (3,295,203.42)
Net Swap receipts (payments) on previous Payment Date 65,926.39
Net Transfers from (to) Lessee Funded Accounts -
Net Transfers from (to) Varig Reserve Accounts -
Aggregate Note Payments on previous Payment Date (8,512,448.03)
Interim Transfer to Expense Account -
- ----------------------------------------------------------------------------------------------------------------------------
Balance on Current Calculation Date 66,149,550.90
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1 of 4
<PAGE>
<TABLE>
<S> <C>
Net Transfers pursuant to Section 3.07 of the Trust Indenture -
----------------------
Available Collections 66,149,550.90
----------------------
- ----------------------------------------------------------------------------------------------------------------------------
3. Analysis of Collection Account Activity (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
Analysis of Current Payment Date Distributions
(i) Required Expense Amount 1,429,901.96
(ii) a) Class A Interest but excluding Step-up/Additional Interest 5,194,593.62
b) Swap Payments other than subordinated swap payments -
(iii) Repayment of Primary Eligible Credit Facilities -
(iv) First Collection Account top-up 33,000,000.00
(v) Class A Minimum principal payment -
(vi) Class B Interest 818,348.81
(vii) Repayment of Secondary Eligible Credit Facilities -
(viii) Second collection account top-up 10,000,000.00
(ix) Class B Minimum principal payment -
(x) Class C Interest 706,666.67
(xi) Repayment of Tertiary Eligible Credit Facilities -
(xii) Third Collection Account top-up 5,000,000.00
(xiii) Class A Supplemental principal -
(xiv) Class B Supplemental principal -
(xv) Class C Minimum principal payment -
(xvi) Class D Interest 586,666.67
(xvii) Repayment of Subordinate Eligible Credit Facilities -
(xviii) Fourth Collection Account top-up 4,000,000.00
(xix) Class D Minimum principal payment -
(xx) Expense Accrual 2,756,333.33
(xxi) Additional and Step-up Interest
(a) Additional Interest -
(b) Maturity Step-up Interest -
(c) Registration Step-up Interest -
(xxii) Class A Scheduled principal -
(xxiii) Class B Scheduled principal -
(xxiv) Class C Scheduled principal -
(xxv) Class D Scheduled principal -
(xxvi) Reimbursement of Beneficial Interest Cure Payments -
(xxvii) Sale Premium
(a) Class C -
(b) Class D -
(xxviii) Expense Account for Modification Accruals and Refinancing Payments -
(xxix) Class A Outstanding Principal Balance 2,657,039.84
(xxx) Class B Outstanding Principal Balance -
(xxxi) Class C Outstanding Principal Balance -
(xxxii) Class D Outstanding Principal Balance -
(xxxiii) Subordinated Swap Payments -
(xxxiv) Additional Servicing Obligations -
(xxxv) Remainder to Beneficial Interest -
----------------------
66,149,550.90
</TABLE>
Page 2 of 4
<PAGE>
<TABLE>
<S> <C> <C>
Analysis of Liquidity Reserve Amount
First Collection Account Top-up 33,000,000.00
Second Collection Account Top-up 10,000,000.00
Third Collection Account Top-up 5,000,000.00
Fourth Collection Account Top-up 4,000,000.00
----------------------
Total Liquidity Reserve Amount 52,000,000.00 (52,000,000.00)
Total Payments with respect to Payment Date
----------------------
less Collection Account Top Ups (iv), (viii), (xii), and (xviii) above 14,149,550.90
----------------------
- ----------------------------------------------------------------------------------------------------------------------------
4. Payments on the Notes by Subclass
- ----------------------------------------------------------------------------------------------------------------------------
Subclass Subclass Class
(a) Floating Rate Notes A-1 A-2 B
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Applicable LIBOR 6.00375% 6.00375% 6.00375%
Applicable Margin 0.48000% 0.50000% 1.15000%
Applicable Interest Rate 6.48375% 6.50375% 7.15375%
Actual Number of Days 33 33 33
Interest Amount Paid 3,046,011.72 2,148,581.90 818,348.81
Additional Interest Paid - - -
Maturity Step-up Interest Amount Paid - - -
Registration Step-up Interest Amount Paid - - -
- ----------------------------------------------------------------------------------------------------------------------------
Total Interest Paid 3,046,011.72 2,148,581.90 818,348.81
- ----------------------------------------------------------------------------------------------------------------------------
Expected Final Payment Date May 15, 2004 June 15, 2008 May 15, 2016
Excess Amortization Date May 15, 2004 June 15, 1999 June 15, 1999
Original Balance 512,500,000.00 400,000,000.00 126,500,000.00
Opening Outstanding Principal Balance 512,500,000.00 360,393,238.19 124,793,871.87
Total Principal Distribution Amount - 2,657,039.84 -
Redemption Amount:
Amount allocable to principal - - -
Amount allocable to premium - - -
- ----------------------------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 512,500,000.00 357,736,198.35 124,793,871.87
- ----------------------------------------------------------------------------------------------------------------------------
Class Class
(b) Fixed Rate Notes C D
- ------------------------------------------------------------------------------------------------------
Applicable Interest Rate 8.00% 11.00%
Number of Days 30 30
Interest Amount Payable 706,666.67 586,666.67
Additional Interest Paid - -
Registration Step-up Interest Amount Paid - -
- ------------------------------------------------------------------------------------------------------
Total Interest Paid 706,666.67 586,666.67
- ------------------------------------------------------------------------------------------------------
Expected Final Payment Date July 15, 2016 August 15, 2016
Excess Amortization Date July 15, 2016 May 15, 2009
Original Balance 106,000,000.00 64,000,000.00
Opening Outstanding Principal Balance 106,000,000.00 64,000,000.00
Total Principal Distribution Amount - -
Page 3 of 4
<PAGE>
Redemption Amount:
Amount allocable to principal - -
Amount allocable to premium - -
- ------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 106,000,000.00 64,000,000.00
- ------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
5. Floating Rate Note information for next Interest Accrual Period
- ----------------------------------------------------------------------------------------------------------------------------
Next Payment Date May 15, 2000
Next Calculation Date May 11, 2000
Reference Date April 13, 2000
Subclass Subclass Class
A-1 A-2 B
- ----------------------------------------------------------------------------------------------------------------------------
Applicable LIBOR 6.13000% 6.13000% 6.13000%
Applicable Margin 0.48000% 0.50000% 1.15000%
Applicable Interest Rate 6.61000% 6.63000% 7.28000%
- ----------------------------------------------------------------------------------------------------------------------------
6. Payments per $100,000 Initial Outstanding Principal Balance of Notes
- ----------------------------------------------------------------------------------------------------------------------------
Subclass Subclass Class
(a) Floating Rate Notes A-1 A-2 B
- ----------------------------------------------------------------------------------------------------------------------------
Opening Outstanding Principal Balance 100,000.00 90,098.31 98,651.28
Total Principal Payments - 664.26 -
- ----------------------------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 100,000.00 89,434.05 98,651.28
Total Interest 594.34 537.15 646.92
Total Premium - - -
- ----------------------------------------------------------------------------------------------------------------------------
Class Class
(b) Fixed Rate Notes C D
- ------------------------------------------------------------------------------------------------------
Opening Outstanding Principal Balance 100,000.00 100,000.00
Total Principal Payments - -
- ------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 100,000.00 100,000.00
Total Interest 666.67 916.67
Total Premium - -
- ------------------------------------------------------------------------------------------------------
</TABLE>
Swap Payments to be made on the current Payment Date are included in the
'Analysis of Current Payment Date Distributions'. Swap Receipts to be received
on the current Payment Date are considered a Collection and are included in the
next Collection Period. The amount of Swap Receipts to be received on the
current Payment Date are as follows: 467,881.60
Page 4 of 4
Aircraft Finance Trust
Annual Report to Noteholders
December 31, 1999
Management's Discussion and Analysis
Background and General
On May 5, 1999, Aircraft Finance Trust (AFT), a Delaware business trust, issued
$1,209 million of asset-backed notes (the "Initial Notes") and received $39
million from the sale of its beneficial interests. The Initial Notes were issued
in five classes; Class A-1, Class A-2, Class B, Class C and Class D. The Initial
Notes were issued simultaneously with the sale of the beneficial interests and
the execution of an agreement to acquire 36 commercial jet aircraft from General
Electric Capital Corporation and certain of its affiliates (collectively
referred to as the Seller) for $1,196 million. As of October 22, 1999, all of
the 36 initial aircraft had been delivered to AFT. At December 31, 1999, 35 of
the initial aircraft were on lease to 22 lessees based in 12 countries, while
one aircraft was off lease and subsequently re-leased to a lessee based in the
Philippines, as discussed below.
On January 20, 2000, AFT completed an exchange offer whereby AFT issued four
classes of new notes (the "Exchange Notes") in exchange for the four
corresponding classes of the Initial Notes. The terms of the Exchange Notes are
identical in all material respects to the Initial Notes, except that the
Exchange Notes are registered under the Securities Act of 1933, as amended. The
Class D notes remain unchanged. $3 million of the Class A-2 Initial Notes were
not tendered in the exchange offer and remain outstanding. The remaining
outstanding Initial Notes and the outstanding Exchange Notes are together
referred to as the Notes.
AFT is a special purpose entity which owns aircraft subject to operating leases.
AFT's business consists of aircraft leasing activities. AFT may also engage in
acquisitions of additional aircraft and sales of aircraft. AFT's cash flows from
such activities will be used to service the interest and principal on the Notes
and make distribution of remaining amounts to the holders of the beneficial
interest certificates, only after the payment of expenses incurred by AFT.
AFT's ability to generate sufficient cash from its aircraft assets to service
the Notes will depend primarily on the rental rates it can achieve on leases,
the lessees' ability to perform according to the terms of the leases and the
prices it can achieve on any aircraft sales. AFT's ability to service the Notes
will also depend on the level of AFT's operating expenses, including maintenance
obligations that are expected to increase as the aircraft age, and any
unforeseen contingent liabilities. The indenture provides for AFT to maintain a
cash reserve balance on deposit in the Collections Account and allows for AFT to
establish a credit facility, in order to provide a source of liquidity for AFT's
obligations.
AFT may acquire additional aircraft in the future, financed through the issuance
of additional notes. Any acquisitions of additional aircraft and the related
issuance of additional notes will require confirmation by the rating agencies
that they will not lower, qualify or withdraw their ratings on the Notes as a
result.
AFT is exposed to interest rate risk to the extent that the mix of variable and
fixed interest obligations under the Notes do not correlate to the mix of
variable and fixed rents under operating leases. AFT utilizes interest rate
1
<PAGE>
swaps that shift the risk of fluctuations in floating rates to the counterparty
in exchange for fixed payments by AFT. AFT is a party to five interest rate swap
agreements which it entered into on May 5, 1999. Under these agreements, AFT
will pay a fixed rate of interest on the notional amount to the counterparty
and, in turn, the counterparty will pay AFT a rate of interest on the notional
amount based on LIBOR. There can be no assurance, however, that AFT's interest
rate management policy will be effective in shifting the interest rate risk to
counterparties.
Additional financial information regarding AFT, including AFT's annual report on
Form 10-K, has been filed with the Securities and Exchange Commission. These
reports can be viewed at the SEC's website (http://www.sec.gov).
The indenture governing the Notes and other governing documents impose
restrictions on how AFT operates its business. For example, there are
concentration limits contained in the indenture that restrict AFT's ability to
lease a certain percentage of aircraft to any individual lessee, to lessees in
particular countries, or to lessees in particular geographical regions. The
tables included in the section "Description of the Aircraft and Leases"
illustrate such concentrations as of December 31, 1999.
Recent Developments
Under the terms of the indenture, AFT is required to obtain annual appraisals of
its aircraft. In February 2000, AFT received appraisals of the adjusted base
values of the aircraft as of December 31, 1999 from three independent appraisers
that are members of the International Society of Transport Aircraft Trading, as
required by the indenture. The aggregate of the average of the three appraisals
(the current appraised value) of the aircraft at December 31, 1999 was $1,256.1
million. The appraisals at December 31, 1999 did not indicate a decline in value
of the aircraft sufficiently in excess of the value decline assumed under the
terms of the indenture to require excess cash flows to be redirected to the
Class A notes.
In June 1999, the A320-200 aircraft leased to a lessee based in the United
States was returned as expected. The aircraft was delivered to another lessee
based in the United States in June 1999 for a lease term of five years. The
aircraft with respect to this lessee represents approximately 2.4% of the
aggregate appraised value at December 31, 1999.
In June 1999, a British lessee provided letters of credit to AFT in exchange for
the return of the cash security deposits. The lease agreement requires the
lessee to provide a security deposit in the form of a letter of credit or cash.
Upon the issuance of the letters of credit, the cash security deposits in the
amount of $1.77 million were returned to the lessee.
The B767-300ER aircraft formerly leased to Air Madagascar was returned from the
airline in July 1999, as expected. The aircraft subsequently underwent
modifications as required by the terms of the lease prior to delivery to a
lessee based in the United States in September 1999. In accordance with the
Master Aircraft Purchase Agreement, the Seller is obligated to pay all of the
costs and expenses required to put the aircraft in the delivery condition
required by the lease. Additionally, the Seller made payments to AFT, in an
amount equal to the lease rental rate during the period the aircraft was
undergoing redelivery modifications. Subsequent to delivery to the lessee, the
aircraft was transferred to AFT in accordance with the Master Aircraft Purchase
Agreement.
2
<PAGE>
In November 1999, an administrator was appointed to one of AFT's Dutch lessees
and the aircraft was returned to AFT. Upon return of the aircraft the security
deposits were applied towards the outstanding rent and maintenance amounts due
from this lessee. The aircraft with respect to this lessee represents
approximately 2.6% of the aggregate appraised value at December 31, 1999. In
February 2000, this aircraft was delivered for lease to a lessee based in the
Philippines for a lease term of 57 months at a lower rental rate than the former
lease.
During 1999, two existing lessees were experiencing financial difficulties and
became delinquent in their rental payments for a period of 90 days or more. As a
result, both of these lessees were placed on non-accrual status during 1999. The
total amount of rental payments and maintenance reserve payments outstanding
under the leases for the three aircraft from these two existing lessees amounted
to approximately $3.7 million. One of these two lessees, based in Brazil, owed
approximately $0.9 million for outstanding rental payments and maintenance
reserve payments at December 31, 1999. AFT holds security deposits of $0.9
million against these arrearages. The aircraft with respect to this lessee
represents approximately 2.7% of the aggregate appraised value at December 31,
1999. The other lessee, based in Turkey, owed approximately $2.8 million for
outstanding rental payments and maintenance reserve payments at December 31,
1999. AFT holds security deposits and letters of credit in the aggregate of $1.1
million against these arrearages. The two aircraft with respect to this lessee
represents approximately 5.2% of the aggregate appraised value at December 31,
1999. Recently, the lessee has reached an agreement with the Servicer, for the
early return of one of the two aircraft. A non-binding letter of intent has been
entered into for the re-delivery of this aircraft to a new lessee (based in
Belgium) in April 2000.
During 1999, AFT entered into a non-binding letter of intent to extend the lease
of one MD-83 aircraft currently leased to an Italian lessee for eighteen months
beyond its current expiration in April 2000. The aircraft with respect to this
lessee represents approximately 1.9% of the aggregate appraised value at
December 31, 1999.
The B767-300ER aircraft currently on lease with a Swedish lessee, has a lease
expiration date in May 2000. AFT has entered into a letter of intent to lease
this aircraft to a Canadian lessee for a lease term of 36 months with an
anticipated delivery date in May 2000. The aircraft with respect to this lessee
represents approximately 4.7% of the aggregate appraised value at December 31,
1999.
Analysis of Activity in the Collections Account
AFT makes payments on the Notes monthly on the 15th of each month, or the next
business day if the 15th is not a business day (the "Payment Date"). The amount
of cash available for payment is determined on the Calculation Date, which is
defined as being four business days prior to the Payment Date. This report
covers the period from and including May 5, 1999 to and including the Payment
Date on December 15, 1999 (the "Period"). The financial data includes transfers
and payments made by AFT on December 15, 1999, but includes receipts from May 5,
1999 to December 9, 1999, this being the Calculation Date for the December 15,
1999 Payment Date.
3
<PAGE>
- --------------------------------------------------------------------------------
Beginning balance $ 0
Collections:
Lease rental payments 85,539,697
Maintenance reserve payments 10,172,543
Interest income 2,272,674
Other 54,454,686
Transfers from Lessee Funded Account 572,000
Transfers from VARIG Reserve Account 497,200
Less:
Transfers to Expense Account (19,839,325)
Transfers to Lessee Funded Account (484,726)
Transfers to VARIG Reserve Account (497,200)
Swap payments, net (1,607,060)
Aggregate note payments (79,080,489)
------------
Ending balance $ 52,000,000
============
- --------------------------------------------------------------------------------
AFT reported aggregate collections of $152.4 million for the Period. Collections
consist primarily of lease rental payments, maintenance reserve payments from
lessees, and interest income earned on cash balances. Lease rental payments,
maintenance reserve payments, interest income earned on cash balances and other
collections were $85.5 million, $10.2 million, $2.3 million and $54.4 million,
respectively, during the Period.
Interest income of $2.3 million was earned by investing AFT's cash balances in
short term, highly rated, highly liquid investments as permitted under the terms
of the indenture.
Other collections of $54.4 million during the Period were comprised of $52
million in net cash from the issuance of the asset-backed notes, the receipt of
proceeds from the beneficial interest holders, less the payment for the
acquisition of the 36 aircraft. These funds were used for the purpose of funding
the initial cash reserve balances. Interest, formerly held by the Seller on
certain lessee security deposits in the amount of $0.5 million were transferred
to AFT and included in other collections during the Period. These lessee
security deposits were further transferred to the Lessee Funded Accounts.
Finally, a $2.0 million payment by a lessee that belonged to the Seller was
included in other collections. This payment was subsequently transferred to the
Expense Account and paid to the Seller.
On the December 15, 1999 Payment Date, AFT transferred a $0.6 million security
deposit from the Lessee Funded Account to the Collection Account, to satisfy
outstanding rent and maintenance amounts due from a Dutch lessee. See
"Management's Discussion and Analysis - Recent Developments".
On the June 15, 1999 Payment Date, AFT transferred $0.5 million from the VARIG
Reserve Account to the Collection Account for outstanding rental amounts due
from a Brazilian lessee for April 1999. The same amount was transferred back to
4
<PAGE>
replenish the VARIG Reserve Account from the Collection Account on the September
15, 1999 Payment Date.
Payments of principal on the Notes amounted to $32.8 million during the Period.
As a result, the outstanding balance of the Notes was reduced to $1,176.2
million. The principal payments were made with respect to the Class A-2 and
Class B notes. The projected outstanding balance of the Notes according to the
Offering Memorandum was $1,182.3 million.
Interest payments to noteholders under the Notes amounted to $46.3 million
during the Period. The interest payments were made with respect to all classes
of the Notes outstanding.
AFT made net payments under interest rate swap agreements in the amount of $1.6
million during the Period.
Transfers from the Collection Account to the Expense Account aggregated $19.8
million during the Period. These transfers were made for the payment of
maintenance expense, aircraft delivery costs, service provider fees and other
costs. Included in this amount, was a $2.0 million payment included in other
collections, as described above. The remaining balance in the Expense Account
was $9.8 million at December 15, 1999.
Description of the Aircraft and Leases
The following tables set forth details of the aircraft owned by AFT as of
December 31, 1999. See "Management's Discussion and Analysis - Recent
Developments" for further information about events that have occurred subsequent
to December 31, 1999.
The following table identifies the 36 aircraft by type of aircraft.
% of Aircraft by
Type of Number of Appraised Value as of
Manufacturer Aircraft Aircraft Body Type December 31, 1999
- ------------ -------- -------- --------- -----------------
Boeing B737-300 11 Narrowbody 28.6 %
B737-400 5 Narrowbody 11.9
B767-200ER 2 Widebody 5.2
B767-300ER 4 Widebody 23.8
Airbus A310-300 1 Widebody 2.7
A320-200 7 Narrowbody 17.8
McDonnell Douglas DC-10-30 2 Widebody 3.0
MD-83 4 Narrowbody 7.0
--- ------
Total 36 100.0 %
All of the aircraft hold or are capable of holding a noise certificate issued
under Chapter 3 of Volume I, Part II of Annex 16 of the Chicago Convention or
have been shown to comply with the Stage 3 noise levels set out in Section 36.5
of Appendix C of Part 36 of the United States Federal Aviation Regulations.
5
<PAGE>
The following table identifies the countries in which the lessees of the 36
aircraft are based, calculated as of December 31, 1999.
% of Aircraft by
Number of Appraised Value as of
Country Aircraft December 31, 1999
- ------- -------- -----------------
U.K........................................ 7 22.0%
U.S........................................ 6 15.8
Italy...................................... 2 9.0
Brazil..................................... 3 7.8
Canada..................................... 3 7.2
France..................................... 2 6.3
Turkey..................................... 2 5.2
China...................................... 2 5.2
Ireland.................................... 2 5.0
Spain...................................... 3 5.1
Sweden..................................... 1 4.7
India...................................... 2 4.1
Off Lease.................................. 1 2.6
--- ------
Total...................................... 36 100.0%
The following table identifies the regions in which the 36 aircraft are based,
calculated as of December 31, 1999.
% of Aircraft by
Number of Appraised Value as of
Region Aircraft December 31, 1999
- ------- -------- -----------------
Developed Markets
Europe................................ 17 52.1%
North America......................... 9 23.0
Emerging Markets
Asia.................................. 4 9.3
Europe and the Middle East............ 2 5.2
Latin America......................... 3 7.8
Off Lease.................................. 1 2.6
--- ------
Total...................................... 36 100.0%
6
<PAGE>
The following table identifies the current lessees of the 36 aircraft,
calculated as of December 31, 1999.
% of Aircraft by
Number of Appraised Value as of
Lessee Aircraft December 31, 1999
- ------- -------- -----------------
Air 2000 Limited........................... 1 7.0%
Airtours International Airways Limited..... 2 4.6
Linee Aeree Italiane S.p.A................. 1 7.1
America West Airlines, Inc................. 1 2.7
Britannia Airways Limited.................. 1 4.7
British Airways............................ 1 2.6
British Midland Airways PLC................ 3 7.7
Canadian Airlines International Ltd........ 2 4.5
China Eastern Airlines Corporation Limited. 2 5.2
Continental Airlines, Inc.................. 2 3.0
Eurofly S.p.A.............................. 1 1.9
Frontier Airlines, Inc..................... 1 2.6
Istanbul Hava Yollari A.S.................. 2 5.2
Jet Airways (India) Limited................ 2 4.1
Royal Aviation, Inc........................ 1 2.7
Spanair S.A................................ 3 5.1
Societe de Transport Aerien Regional....... 2 6.3
TransBrasil S.A. Linhas Aereas............. 1 2.7
TransMeridian Airlines, Inc................ 1 2.4
TWA........................................ 1 5.0
VARIG...................................... 2 5.2
Virgin Express S.A. N.V.................... 2 5.1
Off Lease.................................. 1 2.6
--- -----
Total...................................... 36 100.0%
Total Number of Lessees: 22
The following table lists the 36 aircraft by seat category.
% of Aircraft by
Number of Appraised Value as of
Seat Category Aircraft Types Aircraft December 31, 1999
- ------------- -------------- ------- -----------------
121-170 B737-300, B737-400, MD-83 20 47.5%
135-180 A320-200 7 17.8
171-240 A310-300, B767-200ER, B767-300ER 7 31.7
240+ DC-10-30 2 3.0
--- -----
Total 36 100.0%
7
<PAGE>
The following table identifies the aircraft by year of aircraft manufacture. The
weighted average age of the 36 aircraft as of December 31, 1999 is approximately
5.5 years.
% of Aircraft by
Number of Appraised Value as of
Year of Manufacture Aircraft December 31, 1999
- ------------------- -------- -----------------
1980....................................... 1 1.4%
1982....................................... 1 1.6
1986....................................... 1 1.5
1987....................................... 2 5.2
1988....................................... 1 2.7
1989....................................... 1 1.7
1991....................................... 6 15.7
1992....................................... 4 11.1
1993....................................... 1 2.4
1996....................................... 5 12.8
1997....................................... 10 27.1
1998....................................... 1 2.7
1999....................................... 2 14.1
---- ------
Total...................................... 36 100.0%
Further particulars of the 36 aircraft, calculated as of December 31, 1999 are
contained in the table below:
<TABLE>
<CAPTION>
Appraised
Value as of
Country in which Aircraft Engine Serial Date of December 31, % of
Region Aircraft is Based Lessee Type Type No. Manufacture 1999 Total
- ------ ----------------- ------ ---- ---- -- ----------- ---- -----
Europe (Developed) ($000)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
France STAR Airlines A320-200 CFM56-5B4 737 9/97 $ 39,404 3.1%
France STAR Airlines A320-200 CFM56-5B4 749 9/97 39,401 3.1
Ireland Virgin Express B737-300 CFM56-3C1 28333 8/96 30,721 2.5
Ireland Virgin Express B737-400 CFM56-3C1 28489 11/96 32,640 2.6
Italy Alitalia B767-300ER CF6-80C2B7F 30008 3/99 88,549 7.1
Italy Eurofly S.p.A. MD-83 JT8D-219 53199 3/92 24,288 1.9
Spain Spanair S.A. MD-83 JT8D-219 49398 11/86 18,829 1.5
Spain Spanair S.A. MD-83 JT8D-219 49791 9/89 21,674 1.7
Spain Spanair S.A. MD-83 JT8D-219 53198 4/91 22,882 1.8
United Kingdom Air 2000 B767-300ER CF6-80C2B7F 29617 3/99 88,308 7.0
United Kingdom Airtours A320-200 CFM56-5A3 221 9/91 29,019 2.3
United Kingdom Airtours A320-200 CFM56-5A3 222 10/91 29,053 2.3
Sweden Britannia (1) B767-300ER CF6-80C2B6F 25221 7/91 59,513 4.7
United Kingdom British Airways B737-300 CFM56-3C1 28548 12/97 33,207 2.7
United Kingdom British Midland B737-300 CFM56-3C1 28554 12/96 31,282 2.5
United Kingdom British Midland B737-300 CFM56-3C1 28557 3/97 32,447 2.6
United Kingdom British Midland B737-300 CFM56-3C1 28558 4/97 32,518 2.6
North America (Developed)
United States America West B737-300 CFM56-3C1 28740 6/98 34,467 2.7
United States Continental DC-10-30 CF6-50C2 46584 2/80 18,070 1.4
United States Continental DC-10-30 CF6-50C2 48292 2/82 19,966 1.6
United States Frontier Airlines B737-300 CFM56-3C1 28563 8/97 32,874 2.6
United States TransMeridian
Airlines A320-200 V2500-A1 373 1/93 30,623 2.4
United States TWA B767-300ER PW4060 25403 1/92 62,950 5.0
8
<PAGE>
Canada Canadian Airlines A320-200 CFM56-5A1 210 7/91 27,962 2.2
Canada Canadian Airlines A320-200 CFM56-5A1 231 9/91 28,330 2.3
Canada Royal Aviation A310-300 CF6-80C2A2 448 2/88 34,087 2.7
Asia (Emerging)
China China Eastern B737-300 CFM56-3C1 28561 6/97 32,424 2.6
China China Eastern B737-300 CFM56-3C1 28562 7/97 32,538 2.6
India Jet Airways B737-400 CFM56-3C1 25663 11/92 25,913 2.1
India Jet Airways B737-400 CFM56-3C1 25664 11/92 26,071 2.1
Europe & Middle East (Emerging)
Turkey Istanbul B737-400 CFM56-3C1 28490 11/96 32,510 2.6
Turkey Istanbul B737-400 CFM56-3C1 28491 11/96 32,550 2.6
Latin America (Emerging)
Brazil Transbrasil B737-300 CFM56-3C1 28564 11/97 33,321 2.7
Brazil VARIG B767-200ER CF6-80C2B 23805 7/87 32,515 2.6
Brazil VARIG B767-200ER CF6-80C2B 23806 7/87 32,527 2.6
Off Lease B737-300 CFM56-3C1 28559 5/97 32,701 2.6
----------- ---
Total $ 1,256,134 100%
</TABLE>
(1) Leased to Britannia (United Kingdom) and subleased to Britannia Airways AB
(Sweden).
9
