Exhibit A


                                                              February 21, 2001

                                Airplanes Group
                   Notice to Subclass A-7 Certificateholders

     We hereby notify you that Airplanes Limited and Airplanes U.S. Trust
(together, "Airplanes Group"), will be circulating today a preliminary
prospectus registering the offer and sale (the "Offering") of new pass through
trust certificates (the "2001 Refinancing Certificates"). Airplanes Group
intends to complete the Offering of the 2001 Refinancing Certificates and to
receive the proceeds therefrom prior to the March 15, 2001 Payment Date. If the
Offering is completed, Airplanes Group intends to refinance all of its
outstanding Subclass A- 7 Notes pursuant to section 2.07 of the Trust
Indentures dated as of March 28, 1996 (as amended or supplemented, the
"Indentures") between Airplanes Limited, Airplanes U.S. Trust and Bankers Trust
Company, as trustee. The proceeds from the refinancing of such Notes will be
applied to repay the Outstanding Principal Balance of the corresponding
subclass of Subclass A-7 Pass Through Certificates at par, without redemption
premium, on the March 15, 2001 Payment Date (together with any accrued and
unpaid interest on the Subclass A-7 Pass Through Certificates which will be
paid from Airplanes Group's Available Collections in the regular way).

     Certificateholders should note that there can be no assurance that
Airplanes Group will complete its Offering of the 2001 Refinancing Certificates
or refinance all or any of the Subclass A-7 Pass Through Certificates. Failure
to refinance any such Certificates on March 15, 2001 will not constitute a
default on the Certificates or otherwise result in any penalty payable by
Airplanes Group except that Step-Up Interest of 0.50% per annum will become
payable on the Outstanding Principal Balance of the Subclass A-7 Certificates
from and including March 15, 2001 until such Subclass A-7 Certificates are
repaid in full.

     Airplanes Group will issue a further notice to Certificateholders at such
time as it has entered into a firm underwritten commitment for the sale of all
or any of the 2001 Refinancing Certificates.

     The Company may under the Airplanes Pass Through Trust Agreement, and
reserves the right to, refinance any other class or subclass of outstanding
Certificates in whole or in part on any date by paying the outstanding
Principal Balance, plus accrued but unpaid interest, and redemption premium, if
any, on the applicable class or subclass of Certificates. Airplanes Group will
issue a further notice to Certificateholders at such time as it has entered
into a firm underwritten commitment for the sale of any additional Refinancing
Certificates.

     For additional information please contact Patrick Blaney, Pat Dalton or
Paul Farrell at: + 353-61-360 000