Exhibit B
Attached hereto is a true and correct copy of a Power of Attorney given
by each of the persons signatory thereto.
/s/ Vivian Fu
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Vivian Fu
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 a
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 occurrance 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.
Dated: 24 June 1996 /s/ Roy M. Dantzic
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Roy M. Dantzic
Witness: /s/ A.Syvret
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Dated: 24 June 1996 /s/ William A. Franke
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William A. Franke
Witness: /s/ A.Syvret
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Dated: 24 June 1996 /s/ Hugh R. Jenkins
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Hugh R. Jenkins
Witness: /s/ A.Syvret
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Dated: 24 June 1996 /s/ William M. McCann
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William M. McCann
Witness: /s/ A.Syvret
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Dated: 24 June 1996 /s/ Edward J. Hansom
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Edward J. Hansom
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Witness: /s/ A.Syvret