Airplanes Group refers to Airplanes Limited, a limited liability company formed under the laws of Jersey, Channel Islands and Airplanes U.S. Trust, a Delaware business trust.

On March 28, 1996, we established eight separate pass through trusts to issue and sell $4,048 million in aggregate principal amount of subclass A-1, A-2, A-3, A-4 and A-5 and class B, C and D pass through certificates in an underwritten offering. We used the proceeds from this offering, together with the proceeds from the sale of the class E notes of Airplanes Limited and Airplanes U.S. Trust to GPA Group plc (now known as AerCap Ireland Limited), to acquire a portfolio of 229 aircraft from GPA Group and its subsidiaries. 

On March 16, 1998, we established four additional pass through trusts to issue and sell $2,437 million in aggregate principal amount of subclass A-6, A-7 and A-8 and class B certificates in connection with the refinancing of our subclass A-1, A-2 and A-3 and class B certificates. Our subclass A-5 certificates were fully repaid as of May 15, 1998.

On November 20, 1998, General Electric Capital Corporation ("GE Capital") acquired a majority of the class E notes from AerFi Group (previously known as GPA Group and now known as AerCap Ireland) and its subsidiaries. On November 15, 2010 GE Capital, as holder of all of the class E notes issued by Airplanes U.S. Trust, notified Airplanes U.S. Trust that, effective on that date, GE Capital discharged and released Airplanes U.S. Trust from any and all payment and other obligations thereunder. On October 21, 2011 GE Capital, as holder of class E notes issued by Airplanes Limited in the principal amount of $526,314,418, notified Airplanes Limited that, effective on that date, GE Capital discharged and released Airplanes Limited from any and all payment and other obligations thereunder. 

We established an additional pass through trust on March 15, 2001 to issue and sell $750 million in aggregate principal amount of subclass A-9 certificates. We used the proceeds from this offering to refinance our subclass A-4 and A-7 certificates. Our subclass A-6 certificates were fully repaid as of October 15, 2004. Our subclass A-8 certificates were fully repaid (save for accrued step-up interest and accrued interest thereon) on November 15, 2010. 

Service Providers
GE Capital Aviation Services Limited ("GECAS") provides various aircraft-related services to us as servicer under a servicing agreement. GECAS holds 5% of the ordinary share capital of our subsidiary, Airplanes Holdings Limited. Prior to the discharges and releases by GE Capital in respect of the class E notes referred to above, GE Capital had the right to appoint one director to the board of Airplanes Limited and one controlling trustee of Airplanes U.S. Trust. 

GECAS is a global commercial aviation financial services company that offers a broad range of aircraft financial products and provides management, marketing and technical support services to airlines, aircraft owners, lenders and investors and various third parties, including Airplanes Group. 

GECAS and its affiliates offer such financial products as finance leases (including both direct financing and leveraged leases), operating leases and other structured finance products (including aircraft securitization vehicles). Its management services include collecting rental payments, arranging and monitoring aircraft maintenance performed by others, limited technical inspection of aircraft, arranging and monitoring insurance, arranging for aircraft valuations, registration and de-registration, monitoring compliance with leases, enforcement of lease provisions against lessees, confirming compliance with applicable airworthiness directives and facilitating delivery and redelivery of aircraft. GECAS also arranges sales of aircraft to third parties. GECAS, its affiliate GE Capital, or any of its other affiliates may acquire debt or beneficial interests in other securitization vehicles that own a portfolio of aircraft assets. 

Subsidiaries of AerCap Ireland serve as our administrative agent and cash manager. AerCap Ireland is a wholly-owned indirect subsidiary of AerCap Holdings N.V., a major participant in the global commercial aviation industry. AerCap Holdings N.V., directly and through AerCap Ireland and other subsidiaries, also owns and manages aircraft, both for its own account and for third parties, including ALS and ALS II, two other aircraft securitization vehicles. AerCap Ireland is also the holder of all of the class E-1 notes issued by ALS II. AerCap Ireland and its subsidiary act as servicer for the portfolio of aircraft owned by ALS and ALS II. Subsidiaries of AerCap Ireland also act as administrative agent to ALS and ALS II.

Payments on Certificates
Our cashflows derive primarily from aircraft leases and sales of aircraft and are required to be applied according to a specified priority of payments set out in the trust indentures. 

Further Information
For a full description of Airplanes Group and our performance to date please see our latest Annual Report, Quarterly Report or Monthly Cash Report which can be viewed by clicking on the following link: Reports. Please note that the information contained in these documents should be considered updated and superseded by the information contained in any such document which is dated as of a later date. To contact Airplanes Group you may send an email to its Administrative Agent at: airplanes@aercap.com