UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): May 15, 2000
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Commission File No. 333-82153
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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 15 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 May 15, 2000, sent to the holders of the notes. Attached
hereto as Exhibit 99.2 is the Quarterly Report to Noteholders for the quarter
ended March 31, 2000.
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)
May 15, 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 May 15, 2000
Current Calculation Date May 9, 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 13,142,547.83 4,186,235.29 (1,853,273.32) 15,475,509.80
Collection Account 66,149,550.90 13,678,392.95 (14,149,550.90) 65,678,392.95
VARIG Reserve Account 6,750,000.00 - - 6,750,000.00
Lessee Funded Account 11,525,327.13 178,032.25 (955,900.42) 10,747,458.96
- -------------------------------------------------------------------------------------------------------------------------
Total 97,567,425.86 18,042,660.49 (16,958,724.64) 98,651,361.71
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------
2. Analysis of Expenses Account Activity
- -------------------------------------------------------------------------------------------------------------------------
Opening Balance on Previous Calculation Date 13,142,547.83
Transfer from Collection Account on Previous Payment Date 4,186,235.29
Interim Transfer from Collection Account -
Payments on Previous Payment Date (424,266.77)
Interim payments (1,429,006.55)
Other -
- -------------------------------------------------------------------------------------------------------------------------
Balance on Current Calculation Date 15,475,509.80
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
3. Analysis of Collection Account Activity
- -------------------------------------------------------------------------------------------------------------------------
Opening Balance on Previous Calculation Date 66,149,550.90
Collections during period
- lease rentals 10,641,021.02
- maintenance reserves 1,189,198.57
- other -
- interest income 424,427.94
Drawings under Credit or Liquidity Enhancement Facilities -
Repayment of Drawings under Credit or Liquidity Enhancement Facilities -
Transfer to Expense Account on previous Payment Date (4,186,235.29)
Net Swap receipts (payments) on previous Payment Date 467,881.60
Net Transfers from (to) Lessee Funded Accounts 955,863.82
Net Transfers from (to) Varig Reserve Accounts -
Aggregate Note Payments on previous Payment Date (9,963,315.61)
Interim Transfer to Expense Account -
- -------------------------------------------------------------------------------------------------------------------------
Balance on Current Calculation Date 65,678,392.95
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1 of 4
<PAGE>
<TABLE>
<S> <C>
Net Transfers pursuant to Section 3.07 of the Trust Indenture -
---------------------
Available Collections 65,678,392.95
---------------------
- -------------------------------------------------------------------------------------------------------------------------
3. Analysis of Collection Account Activity (Continued)
- -------------------------------------------------------------------------------------------------------------------------
Analysis of Current Payment Date Distributions
(i) Required Expense Amount 943,884.62
(ii) a) Class A Interest but excluding Step-up/Additional Interest 4,479,545.77
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 706,610.63
(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 2,091,921.34
(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 4,163,097.25
(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 -
---------------------
65,678,392.95
</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 13,678,392.95
---------------------
- -------------------------------------------------------------------------------------------------------------------------
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 6.13000% 6.13000% 6.13000%
Applicable Margin 0.48000% 0.50000% 1.15000%
Applicable Interest Rate 6.61000% 6.63000% 7.28000%
Actual Number of Days 28 28 28
Interest Amount Paid 2,634,819.44 1,844,726.33 706,610.63
Additional Interest Paid - - -
Maturity Step-up Interest Amount Paid - - -
Registration Step-up Interest Amount Paid - - -
- -------------------------------------------------------------------------------------------------------------------------
Total Interest Paid 2,634,819.44 1,844,726.33 706,610.63
- -------------------------------------------------------------------------------------------------------------------------
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 512,500,000.00 357,736,198.35 124,793,871.87
Total Principal Distribution Amount - 4,163,097.25 -
Redemption Amount:
Amount allocable to principal - - -
Amount allocable to premium - - -
- -------------------------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 512,500,000.00 353,573,101.10 124,793,871.87
- -------------------------------------------------------------------------------------------------------------------------
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 June 15, 2000
Next Calculation Date June 9, 2000
Reference Date May 11, 2000
Subclass Subclass Class
A-1 A-2 B
- -------------------------------------------------------------------------------------------------------------------------
Applicable LIBOR 6.52250% 6.52250% 6.52250%
Applicable Margin 0.48000% 0.50000% 1.15000%
Applicable Interest Rate 7.00250% 7.02250% 7.67250%
- -------------------------------------------------------------------------------------------------------------------------
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 89,434.05 98,651.28
Total Principal Payments - 1,040.77 -
- -------------------------------------------------------------------------------------------------------------------------
Closing Outstanding Principal Balance 100,000.00 88,393.28 98,651.28
Total Interest 514.11 461.18 558.59
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: 310,916.67
Page 4 of 4
Aircraft Finance Trust
Quarterly Report to Noteholders
March 31, 2000
Management's Discussion and Analysis
Any statements contained herein that are not historical facts, or that might be
considered an opinion or projection, whether expressed or implied, are meant as,
and should be considered, forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are based on assumptions and opinions concerning a variety of known and unknown
risks. If any assumptions or opinions prove incorrect, any forward-looking
statements made on that basis may also prove materially incorrect.
Background and General
On May 5, 1999, Aircraft Finance Trust (AFT) issued $1,209 million of Asset
Backed Notes (the "Initial Notes"). 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 execution of an agreement for the sale of
the beneficial interest of AFT for $39 million and an agreement to acquire 36
commercial jet aircraft for $1,196 million. On January 20, 2000 four classes of
the Initial Notes were exchanged for four corresponding classes of new notes
(the "Exchange Notes"), as more fully discussed below. 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. 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 outstanding Notes as a result. AFT's cash flows
from such activities will be used to service the interest and principal on the
outstanding Notes and to make distribution of remaining amounts to the holders
of the beneficial interest certificates, after the payment of expenses incurred
by AFT.
AFT's ability to generate sufficient cash from its aircraft assets to service
the outstanding 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 outstanding 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 governing the
Notes requires that AFT maintain a cash reserve balance on deposit in a
collections account and permits AFT to establish a credit facility, in order to
provide a source of liquidity for AFT's obligations.
Interest incurred by AFT on the Notes and the rental income received by AFT
under operating leases are based on combinations of variable and fixed measures
of interest rates. 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 has engaged
advisors to monitor interest rates in order to mitigate its exposure to
unfavorable variations. AFT utilizes interest rate swaps that shift the risk of
fluctuations in floating rates to the counterparty in exchange for fixed
1
<PAGE>
payments by AFT. Risks in the use of these instruments arise from the possible
inability of the counterparties to meet the terms of their contracts and from
market movements in securities values and interest rates.
AFT was a party to five interest rate swap agreements at March 31, 2000. Under
the 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.
Additional financial information regarding AFT, including AFT's annual and
quarterly reports on Forms 10-K and 10-Q, respectively, have 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 March 31, 2000.
Recent Developments
On January 20, 2000, AFT completed an exchange offer whereby AFT issued four
classes of new notes, the Exchange Notes, designated Class A-1, A-2, B and C, 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 were not exchanged and remain unchanged. $3
million of the Class A-2 Initial Notes were not tendered in the exchange offer
and remain outstanding.
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 February 2000, the B737-300 aircraft formerly leased to a Dutch lessee 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. The aircraft with respect
to this lessee represents approximately 2.6% of the aggregate appraised value at
December 31, 1999.
In March 2000, AFT entered into a restructuring agreement with Canadian
Airlines, a lessee of two Airbus A320-200 aircraft. Under the restructuring
agreement, Canadian Airlines, a subsidiary of Air Canada, was replaced by Air
Canada Capital LTD as the new lessee. These leases are guaranteed by Air Canada.
Pursuant to this restructuring, the cash security deposits of $1.5 million held
by AFT in connection with these aircraft were returned to Canadian Airlines. As
of March 31, 2000, all rent amounts due under these leases had been paid. The
2
<PAGE>
two aircraft with respect to this lessee represent approximately 4.5% of the
aggregate appraised value of the aircraft at December 31, 1999.
In April 2000, AFT entered into an agreement, for one MD-83 aircraft currently
leased to an Italian lessee, to extend the lease to November 2001 at a lower
rental rate. 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.
At March 31, 2000 there were two existing lessees on non-accrual status. 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 $5.7 million as of March 31, 2000. One of these two lessees,
based in Brazil, owed approximately $1.6 million for outstanding rental payments
and maintenance reserve payments at March 31, 2000. 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 $4.1
million for outstanding rental payments and maintenance reserve payments at
March 31, 2000. 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. In April 2000, the Turkish lessee returned one of
the two aircraft early. This aircraft was re-delivered to a new lessee (based in
Belgium) in April 2000 for a lease term of 36 months at a lower rental rate.
In May 2000, the B737-300 aircraft leased to TransBrasil was returned early. The
aircraft is currently being remarketed for lease. AFT is in the process of
quantifying and evaluating the likelihood of and amount of collections with
respect to its claim for outstanding rent, maintenance reserves, accrued
interest and re-delivery costs. The aircraft with respect to this lessee
represents approximately 2.7% 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. The financial
data in the following table includes transfers and payments made by AFT for the
period from December 16, 1999 to March 15, 2000, but includes receipts for the
period from December 10, 1999 to March 9, 2000 this being the Calculation Date
for the March 15, 2000 Payment Date (the "Quarter").
3
<PAGE>
- --------------------------------------------------------------------------------
Beginning balance $ 52,000,000
Collections:
Lease rental payments 31,045,145
Maintenance reserve payments 4,929,714
Interest income 1,195,867
Swap receipts 1,135,204
Less:
Transfers to Expense Account (9,068,716)
Aggregate note payments (29,237,181)
Other (33)
------------
Ending balance $ 52,000,000
============
- --------------------------------------------------------------------------------
AFT reported aggregate collections of $38.3 million for the Quarter. Collections
consist primarily of lease rental payments, maintenance reserve payments from
lessees, interest income earned on cash balances and swap receipts. Lease rental
payments, maintenance reserve payments, interest income earned on cash balances
and swap receipts were $31.1 million, $4.9 million, $1.2 million and $1.1
million, respectively, during the Quarter.
Interest income of $1.2 million was mostly earned by investing AFT's cash
balances in short term, highly rated, highly liquid investments as permitted
under the terms of the indenture.
Swap receipts of $1.1 million were received by AFT, during the Quarter as a
result of LIBOR exceeding the fixed interest rates on the notional amounts of
AFT's swaps.
Payments of principal on the Notes amounted to $8.5 million during the Quarter.
As a result, the outstanding balance of the Notes was reduced to $1,167.7
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 $1,172.4 million.
Interest payments to noteholders under the Notes amounted to $20.7 million
during the Quarter. The interest payments were made with respect to all classes
of the Notes outstanding.
Transfers from the Collection Account to the Expense Account aggregated $9.1
million during the Quarter. These transfers were made for the payment of
maintenance expense, aircraft delivery costs, service provider fees and other
costs. The remaining balance in the Expense Account was $13.6 million at March
15, 2000.
4
<PAGE>
Description of the Aircraft and Leases
The following tables set forth details of the aircraft owned by AFT as of March
31, 2000. See "Management's Discussion and Analysis - Recent Developments" for
further information about events that have occurred subsequent to March 31,
2000.
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.
The following table identifies the countries in which the lessees of the 36
aircraft are based, calculated as of March 31, 2000.
% 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
Spain........................................ 3 5.1
Ireland...................................... 2 5.0
Sweden....................................... 1 4.7
India........................................ 2 4.1
Philippines.................................. 1 2.6
--- ------
Total........................................ 36 100.0%
5
<PAGE>
The following table identifies the regions in which the 36 aircraft are based,
calculated as of March 31, 2000.
% 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.................................... 5 11.9
Europe and the Middle East.............. 2 5.2
Latin America........................... 3 7.8
--- -----
Total........................................ 36 100.0%
The following table identifies the current lessees of the 36 aircraft,
calculated as of March 31, 2000.
% of Aircraft by
Number of Appraised Value as of
Lessee Aircraft December 31, 1999
- ------ -------- -----------------
Air 2000 Limited.............................. 1 7.0%
Air Canada Capital Limited.................... 2 4.5
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
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
Philippine Airlines Inc....................... 1 2.6
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
--- ------
Total......................................... 36 100.0%
Total Number of Lessees: 23
6
<PAGE>
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%
The following table identifies the aircraft by year of aircraft manufacture. The
weighted average age of the 36 aircraft as of March 31, 2000 is approximately
5.7 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 March 31, 2000 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
- ------ ----------------- ------ ---- ---- -- ----------- ---- -----
($000)
<S> <C> <C> <C> <C> <C> <C> <C>
Europe (Developed)
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
7
<PAGE>
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
Canada Air Canada A320-200 CFM56-5A1 210 7/91 27,962 2.2
Canada Air Canada 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
Philippines Philippine Airlines B737-300 CFM56-3C1 28559 5/97 32,701 2.6
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
----------- ---
Total $ 1,256,134 100 %
<FN>
(1) Leased to Britannia (United Kingdom) and subleased to Britannia Airways AB (Sweden).
</FN>
</TABLE>
8
