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                                 CERTIFICATION

     The certification set forth below is being submitted in connection with the
Annual Report on Form 10-K to which this certification comprises an exhibit (the
"REPORT") for the purpose of complying with Rule 15d-14(b) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and Section 1350 of
Chapter 63 of Title 18 of the United States Code.

     Airplanes Limited and Airplanes U.S. Trust (together the "COMPANY") are
special purpose vehicles that do not employ and have not employed any individual
as a chief executive officer or chief financial officer and does not have and
has not had any employees or executive officers since its inception. For all
executive management functions the Company retains and relies upon its third
party aircraft servicer, administrative agent and cash manager. These third
party service providers are required to perform these executive management
functions in accordance with the requirements of the servicing agreement,
administrative agency agreement and cash management agreement, respectively.
With respect to the information contained in the Report, all information
regarding the aircraft, the leases and the lessees is provided by the servicer
pursuant to the servicing agreement. The cash manager calculates monthly
payments and makes all other calculations required by the cash management
agreement. Pursuant to the administrative agency agreement, the administrative
agent uses the information provided by the servicer and the cash manager and
other information the administrative agent acquires in the performance of its
services to the Company, to prepare all disclosure (including the Report)
required to be filed with the Securities and Exchange Commission.

     Having regard to the Company's operating procedures discussed above, I,
William M. McCann, as Chairman of the Board of Directors of Airplanes Limited
and Chairman of the Controlling Trustees of Airplanes U.S. Trust, in each case,
a non-executive, hereby certify that, as of the end of the period covered by the
Report, to my knowledge based upon, inter alia, a review of the Report, the
information provided by the servicer, administrative agent and cash manager
pursuant to the servicing agreement, administrative agency agreement and the
cash management agreement, respectively, and discussions and meetings with the
other members of the board of the Company and the servicer, administrative agent
and cash manager:

     (1)   such Report fully complies with the requirements of Section 13(a) or
           Section 15(d) of the Exchange Act; and

     (2)   the information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.

                                            /s/ WILLIAM M. MCCANN
                                            ------------------------------------
                                            Name: William M. McCann
                                            Title:  Chairman, Board of Directors
                                                    of
                                               Airplanes Limited
                                               Chairman, Controlling Trustees of
                                               Airplanes U.S. Trust

                                                    June 14, 2004