Exhibit B
AIRPLANES GROUP
Report to Certificateholders
All numbers in US$ unless otherwise stated
| Payment Date: 15 December 2003. | |||||
| Calculation Date: 9 December 2003. | |||||
| (i) | ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates) | ||||
| Prior Balance | Deposits | Withdrawals | Balance on Calculation Date | ||
| 10-Nov-03 | 9-Dec-03 | ||||
| Lessee Funded Account | 0.00 | 0.00 | (0.00) | 0.00 | |
| Expense Account (note ii) | 7,483,270.26 | 6,522,308.25 | (8,153,566.74) | 5,852,011.77 | |
| Collection Account (note iii) | 100,968,571.61 | 21,121,369.06 | (35,761,801.42) | 86,328,139.25 | |
| - Miscellaneous Reserve | - | - | |||
| - Maintenance Reserve | 76,463,558.61 | 65,206,770.19 | |||
| - Security Deposit | - | - | |||
| - Other Collections (net of interim withdrawals) | 24,505,013.00 | 21,121,369.06 | |||
| Total | 108,451,841.87 | 27,643,677.31 | (43,915,368.16) | 92,180,151.02 | |
| (ii) | ANALYSIS OF EXPENSE ACCOUNT ACTIVITY | ||||
| Balance on preceding Calculation Date (November 10, 2003) | 7,483,270.26 | ||||
| Transfer from Collection Account (previous Payment Date) | 6,516,729.74 | ||||
| Transfer from Collection Account (interim deposit) | 0.00 | ||||
| Interest Earned during period | 5,578.51 | ||||
| Payments during period between prior Calculation Date and the relevant Calculation Date: | |||||
| - Payments on previous Payment Date | (3,088,938.18) | ||||
| - Other payments | (5,064,628.56) | ||||
| Balance on relevant Calculation Date (December 9, 2003) | 5,852,011.77 | ||||
| (iii) | ANALYSIS OF COLLECTION ACCOUNT ACTIVITY | ||||
| Balance on preceding Calculation Date (November 10, 2003) | 100,968,571.61 | ||||
| Collections during period | 21,102,806.56 | ||||
| Swap receipts (previous Payment Date) | 18,562.50 | ||||
| Transfer to Expense Account (previous Payment Date) | (6,516,729.74) | ||||
| Transfer to Expense Account (interim withdrawal) | 0.00 | ||||
| Net transfer to Lessee Funded Accounts | 0.00 | ||||
| Aggregate Certificate Payments (previous Payment Date) | (24,812,045.06) | ||||
| Swap payments (previous Payment Date) | (4,433,026.62) | ||||
| Balance on relevant Calculation Date (December 9, 2003) | 86,328,139.25 | ||||
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AIRPLANES GROUP
Report to Certificateholders
All numbers in US$ unless otherwise stated
| (iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Con't) | |||||
| ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS | |||||
| Priority of Payments | |||||
| (i) | Required Expense Amount | 14,000,000.00 | Note 1: | ||
| (ii) | a) Class A Interest | 1,950,963.17 | Airplanes Group's cashflows are not adequate to pay | ||
| b) Swap Payments | 3,575,650.54 | minimum principal on the class A notes in full on the | |||
| (iii) | First Collection Account Top-up | 60,000,000.00 | December 15, 2003 payment date. The minimum | ||
| (iv) | Minimum Hedge Payment | 0.00 | principal amount payable on the class A notes on | ||
| (v) | Class A Minimum Principal (Note 1) | 12,653,537.31 | this payment date is $13,258,954.07, however the | ||
| (vi) | Class B Interest (Note 1) | 0.00 | minimum principal payment on the class A notes is | ||
| (vii) | Class B Minimum Principal (Note 1) | 0.00 | $12,653,537.31, resulting in minimum principal | ||
| (viii) | Class C Interest (Note 1) | 0.00 | outstanding on the class A notes of $605,416.76 at | ||
| (ix) | Class D Interest (Note 1) | 0.00 | December 15, 2003. | ||
| (x) | Second Collection Account Top-up (Note 1) | 0.00 | Since minimum principal on the class A notes ranks | ||
| (xi) | Class A Principal Adjustment Amount | 0.00 | ahead of interest and minimum principal on the class | ||
| (xii) | Class C Scheduled Principal | 0.00 | B notes and interest on the class C and D notes in | ||
| (xiii) | Class D Scheduled Principal | 0.00 | the order of priority, cashflows are inadequate to | ||
| (xiv) | Modification Payments | 0.00 | pay any interest or minimum principal on the class B | ||
| (xv) | Soft Bullet Note Step-up Interest | 0.00 | notes or any interest on the class C and D notes on | ||
| (xvi) | Class E Minimum Interest | 0.00 | this payment date. In addition, cashflows are | ||
| (xvii) | Supplemental Hedge Payment | 0.00 | inadequate to allocate any funds to the "Second | ||
| (xviii) | Class B Supplemental Principal | 0.00 | Collection Account Top-up on this payment date. | ||
| (xix) | Class A Supplemental Principal | 0.00 | |||
| (xx) | Class D Outstanding Principal | 0.00 | |||
| (xxi) | Class C Outstanding Principal | 0.00 | |||
| (xxii) | Class E Supplemental Interest | 0.00 | |||
| (xxiii) | Class B Outstanding Principal | 0.00 | |||
| (xxiv) | Class A Outstanding Principal | 0.00 | |||
| (xxv) | Class E Accrued Unpaid Interest | 0.00 | |||
| (xxvi) | Class E Outstanding Principal | 0.00 | |||
| (xxvii) | Charitable Trust | 0.00 | |||
| Total Payments with respect to Payment Date | 92,180,151.02 | ||||
| Less Collection Account Top-Ups ((iii) and (x)above) | (60,000,000.00) | ||||
| 32,180,151.02 | |||||
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(iv) PAYMENT ON THE CERTIFICATES
| (a) | FLOATING RATE CERTIFICATES | A-6 | A-8 | A-9 | Class B | Note 2: | |
| Applicable LIBOR | 1.12000% | 1.12000% | 1.12000% | 1.12000% | Step-up interest on Airplanes Group's subclass | ||
| Applicable Margin | 0.34000% | 0.37500% | 0.55000% | 0.75000% | A-8 notes is payable at point (xv) in the Priority of | ||
| Applicable Interest Rate | 1.46000% | 1.49500% | 1.67000% | 1.87000% | Payments. To the extent that step-up interest is | ||
| Interest Amount Payable | 162,852.06 | 813,944.44 | 974,166.67 | 329,933.30 | not paid, it will accrue in accordance with the | ||
| Interest Amount Payment | 162,852.06 | 813,944.44 | 974,166.67 | 0.00 | terms of the subclass A-8 notes. Available | ||
| Step Up Interest Amount Payable (Note 2) | N/A | 275,940.48 | N/A | N/A | cashflows were not sufficient to allow payment of | ||
| step-up interest on any payment day to date. | |||||||
| Opening Principal Balance | 143,411,798.10 | 700,000,000.00 | 750,000,000.00 | 226,844,897.35 | Total step-up interest accrued and | ||
| Minimum Principal Payment Amount | 12,653,537.31 | 0.00 | 0.00 | 0.00 | unpaid on Airplanes Group's subclass A-8 notes | ||
| Adjusted Principal Payment Amount | 0.00 | 0.00 | 0.00 | 0.00 | at December 15, 2003 was $2,654,166.67. Interest on | ||
| Supplemental Principal Payment Amount | 0.00 | 0.00 | 0.00 | 0.00 | unpaid step-up interest (also payable at point (xv) | ||
| Total Principal Distribution Amount | 12,653,537.31 | 0.00 | 0.00 | 0.00 | in the Priority of Payments) accrued and unpaid | ||
| Redemption Amount | at December 15, 2003 was $18,071.31. | ||||||
| - amount allocable to principal | 0.00 | 0.00 | 0.00 | 0.00 | |||
| - premium allocable to premium | 0.00 | 0.00 | 0.00 | 0.00 | |||
| Outstanding Principal Balance (December 15, 2003) | 130,758,260.79 | 700,000,000.00 | 750,000,000.00 | 226,844,897.35 | |||
| (b) | FIXED RATE CERTIFICATES | Class C | Class D | ||||
| Applicable Interest Rate | 8.1500% | 10.8750% | |||||
| Interest Amount Payable | 2,375,979.69 | 3,580,412.50 | |||||
| Interest Amount Payment | 0.00 | 0.00 | |||||
| Opening Principal Balance | 349,837,500.00 | 395,080,000.00 | |||||
| Scheduled Principal Payment Amount | 0.00 | 0.00 | |||||
| Redemption Amount | 0.00 | 0.00 | |||||
| - amount allocable to principal | 0.00 | 0.00 | |||||
| - amount allocable to premium | 0.00 | 0.00 | |||||
| Actual Pool Factor | 0.9329000 | 0.9877000 | |||||
| Outstanding Principal Balance (December 15, 2003) | 349,837,500.00 | 395,080,000.00 | |||||
| Table of rescheduled Pool Factors | n/a | n/a | |||||
| in the event of a partial redemption | |||||||
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AIRPLANES GROUP
Report to Certificateholders
All numbers in US$ unless otherwise stated
(v) FLOATING RATE CERTIFICATE INFORMATION FOR NEXT INTEREST ACCRUAL PERIOD (Aggregate Amounts)
| A-6 | A-8 | A-9 | Class B | ||
| Applicable LIBOR | 1.16250% | 1.16250% | 1.16250% | 1.16250% | |
| Applicable Margin | 0.34000% | 0.37500% | 0.55000% | 0.75000% | |
| Applicable Interest Rate | 1.50250% | 1.53750% | 1.71250% | 1.91250% | |
| (vi) | CURRENT PERIOD PAYMENTS Per $100,000 Initial Outstanding Principal Balance of Certificates) | ||||
| (a) | FLOATING RATE CERTIFICATES | ||||
| A-6 | A-8 | A-9 | Class B | ||
| Opening Principal Amount | 1,434.12 | 7,000.00 | 7,500.00 | 2,268.45 | |
| Total Principal Payments | (126.54) | 0.00 | 0.00 | 0.00 | |
| Closing Outstanding Principal Balance | 1,307.58 | 7,000.00 | 7,500.00 | 2,268.45 | |
| Total Interest Payment | 1.63 | 8.14 | 9.74 | 0.00 | |
| Total Premium | 0.00 | 0.00 | 0.00 | 0.00 | |
| (b) | FIXED RATE CERTIFICATES | ||||
| Class C | Class D | ||||
| Opening Principal Amount | 3,498.38 | 3,950.80 | |||
| Total Principal Payments | 0.00 | 0.00 | |||
| Outstanding Principal Balance | 3,498.38 | 3,950.80 | |||
| Total Interest Payment | 0.00 | 0.00 | |||
| Total Premium | 0.00 | 0.00 | |||
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