Adjusted Desktop Valuation Report

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Adjusted Desktop Valuation Report Aviation Specialists Group, Inc. ( ASG ) has been engaged by ( Client ) to provide an adjusted desktop valuation setting forth ASG s opinions of Base Value, half-life half-time Current Market Value, Adjusted Market Value and Future Base Values for one winglet-equipped 737-8, serial number 4. Further aircraft information is included in the Aircraft Values section below. ASG has relied upon data provided to it by Client in reaching its value opinions. This valuation report contains the following sections: < Adjusted Desktop Valuation Assumptions < Aircraft Demographics and Market Conditions < Value Definitions and Explanations < Commercial Jet Market Overview < Aircraft Values < Covenants < Maintenance Adjustment Explanations < Payload-Range, Market Mass Charts Adjusted Desktop Valuation Assumptions In an adjusted desktop valuation, the appraiser neither sees the subject aircraft nor reviews its specifications and technical documents. Instead, he is furnished with certain maintenance status information by the client or aircraft operator. In preparing its value opinions, ASG relies on that data and, unless specifically stated otherwise, makes the following assumptions about the aircraft itself: < It is of average specification for its type and age and has no special equipment or characteristics which would materially affect its value. < Its utilization in terms of hours and cycles is average for its type and age. < It is in passenger or freighter configuration as appropriate. < It is certificated and operated under the aegis of a major airworthiness authority such as the FAA, CAA or DGAC. < It is in average physical condition and its maintenance records and documents are in compliance with all applicable regulations and good industry practices. Required back to birth records are on hand and in good order and original equipment manufacturer parts are in use throughout the aircraft. < It has no history of major damage. < It complies with applicable Airworthiness Directives and mandatory Service Bulletins. ASG first develops the subject aircraft s Base Value and/or Current Market Value assuming that the airframe, engines, landing gear and other major life- and time-limited components are in half-life, half-time status. ASG then uses the maintenance data provided to it to adjust for the aircraft s variance from that status. For example, if the aircraft has had a recent heavy check, ASG will add value to the half-life value. Those adjustments are noted in the Aircraft Values section below and described in detail in the Maintenance Adjustment Explanations section. In developing its values, ASG also makes two further assumptions: < that the aircraft has been bought and will be sold as a single unit or as part of a small lot. It is not part of a launch purchase nor will it be the subject of a fleet sale which could result in a price discount. < that the aircraft is not subject to an existing lease. ASG s opinion of values excludes the effects of attached lease rental streams and tax benefits, either of which can have a material effect on an aircraft s actual purchase price. Value Definitions and Explanations ASG uses the ISTAT definitions for Base Value and Current Market Value which are: July 4, 28 1

< Base Value is an appraiser s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and assumes full consideration of its highest and best use. An aircraft s Base Value is founded in the historical trend of values and in the projection of value trends and presumes an arm s length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. In most cases, the Base Value of an aircraft assumes its physical condition is average for an aircraft of its type and age, and its maintenance time status is at mid-life, mid-time (or benefitting from an above average maintenance status if it is new or nearly new, as the case may be). < Market Value (or Current Market Value if the value pertains to the time of the analysis) is the appraiser s opinion of the most likely trading price that may be generated for an aircraft under the market circumstances that are perceived to exist at the time in question. Market Value assumes that the aircraft is valued for its highest, best use, that the parties to the hypothetical sale transaction are willing, able, prudent and knowledgeable, and under no unusual pressure for a prompt sale, and that the transaction would be negotiated in an open and unrestricted market on an arm s length basis, for cash or equivalent consideration, and given an adequate amount of time for effective exposure to prospective buyers. ASG also uses the term Adjusted Market Value to indicate that it has adjusted Current Market Value to reflect the data which it has regarding the aircraft s maintenance status. Please note the following additional points regarding ASG s use of these value definitions: < In ASG s opinion, the commonly used term Fair Market Value is synonymous with the ISTAT term Market Value or Current Market Value. < When ASG sets forth Current Market Value, it is specifically excluding costs of sale and carrying costs of the subject aircraft. That is, it is measuring the trading price of the aircraft itself without any potential transaction costs. < For future and/or residual values for an aircraft - Future Base Values - ASG makes the assumption that not only is the aircraft marketplace in reasonable balance, but also that economic conditions are neutral, that is, neither boom nor bust. ASG is measuring the subject aircraft s value, utility and market acceptance in a balanced marketplace and is attempting to sterilize the effects of economic cycles on its market price. Aircraft Values ASG s value opinions for the subject aircraft are set forth in millions of U.S. dollars in the following table. Future Base Values are shown in then-current dollars using an inflation rate of 2.5% per annum compounded annually which ASG believes is a reasonable long term inflation rate. Aircraft Details Aircraft Type 737-8W Serial Number 4 Build Date January 25 Engine Type CFM56-7B27 Airframe Tot Hrs/Cyc Since New 12,/5,5 Maximum Takeoff Weight # 172,5 Configuration passenger July 4, 28 2

Value Summary in US$ millions Base Value, half-life half-time $ 38. Current Market Value, half-life half-time $ 39. Maint Status Adjustmts to CMV 1 $ 1.8 Adjusted Current Market Value $ 4.8 Future Base Value @ 2.5% inflation, third quarter of: 29 $ 37. 21 $ 35.5 211 $ 34. 212 $ 32.5 213 $ 31. 214 $ 3. 1. Details are in the section entitled Maintenance Adjustment Explanations Maintenance Adjustment Explanations In making adjustments to the aircraft s value for its maintenance and overhaul status, ASG has used the following costs and maintenance intervals: C Check Maintenance Adjustment Data for 737-8 Event Est Average Cost, $ Interval Unit $ Cost per Unit No C Check in this program HMV 1,6, 2,92 days 547.95 Nose Landing Gear 75, 3,65 days 2.55 Main Gear Overhaul, ea. 1, 3,65 days 27.4 Engine Shop Visit* 1,2, 12, cycles 1. Engine LLPs 1,85, 1 per cent 18,5. * estimated industry average interval The following table details the specific value adjustments made to the subject aircraft: Event Maintenance Adjustment Details for MSN 4 Col A: 1/2life/time, Hrs/Cyc/Cal/% Col B: Time since Last Col C: Better/(worse) than 1/2life/time Remain (Col A - Col B) Col D: $ Cost per Unit Col E: $ Value Adjustmt (Col C x Col D) HMV 1,46 1,154 36 547.95 167,671 Nose Gear Ohaul 1,825 1,154 671 2.55 13,788 L. Main Gear Ohaul 1,825 1,154 671 27.4 18,384 R. Main Gear Ohaul 1,825 1,154 671 27.4 18,384 July 4, 28 3

Event Col A: 1/2life/time, Hrs/Cyc/Cal/% Col B: Time since Last Col C: Better/(worse) than 1/2life/time Remain (Col A - Col B) Col D: $ Cost per Unit Col E: $ Value Adjustmt (Col C x Col D) Engine Shop Visit #1 position 6, 3,763 2,237 1. 223,7 #2 position 6, 4,316 1,684 1. 168,4 Engine LLPs #1 position 5. 17.1 32.9 18,5. 68,65 #2 position 5. 19.6 3.4 18,5. 562,4 Total Adjustments 1,781,376 Aircraft Demographics and Market Conditions Boeing 737 Family Profile and Demographics The first Boeing 737 was ordered in 1965 and delivered 2 years later; today there are over 5,1 in service and over 2,2 on order. There are 3 distinct groups of 737s. The initial 737s (the -1, -2 and -2Advanced) are Pratt & Whitney powered Stage 2 airplanes for which hushkits were available and were produced between 1967 and 1988. What are now called the 737 Classics, the -3/-4/-5 series, are powered by the CFM56-3 engine series, are all Stage 3/Chapter 3 and were delivered between 1984 and early 2. The 737 Next Generation airplanes, the -6/-7/-8/-9/9ER series, are powered by the CFM56-7 engine and began deliveries in December 1997. The table below compares all of the 737s except the 737-1, of which only one remains in service: Boeing 737 Family Demographics and Specifications (June 28) Classics Next Generation 2/2A 1 3 4 5 6 7 8 9 9ER Yrs of Deliv 1967-88 1984-1999 1988-2 199-1999 since 1998 since 1997 since 1998 21-25 since 27 # in Service 2 713 1,75 468 382 69 94 1,44 52 27 # of Orders out of production 592 1,422 out of prod 25 # Operators 2 164 19 68 56 9 54 99 6 5 Length, ft 1 19.6 119.6 11.8 12.5 11.3 129.5 138.2 138.2 Wingspan, ft 93 94.8 112.6 117.4 3 MTOW, #s 1.- 128.1 124.5-139.5 138.5-15 115.5-133.5 124. - 145.5 133-154.5 155.5-174.2 164. - 174.2 187.7 Typ OEW, #s 62.6-65.3 69.4-72.5 73.1-74.2 69. 8.2 83. 91.3 94.6 98.5 Range, nm/# of pax 2,5 w/ 16 2,255 w/ 126 2,6 w/ 147 2,37 w/ 11 3,5 w/ 11 3,365 w/ 126 3,6 w/ 162 2,745 w/ 177 3,2 w/ 18 # of Pax 16-13 126-149 147-168 11-132 11-132 126-149 162-189 177-189 18-215 1. the -2Adv commenced in 1971 with line number 28 2. passenger aircraft only 3. factory winglets are standard The chart below shows engine types for all 737 Classics and Next Generation models: July 4, 28 4

737 Fleet Engine Types (June 28) 1% 75% 5% 25% % 2% 23% 15% 48% 36% 26% 68% 69% 87% 65% 81% 52% 54% 52% 32% 31% 13% 1% 12% 3 4 5 6 7 8 9 9ER % CFM56-3B1 CFM56-3B2 CFM56-3C1 CFM56-7B2 CFM56-7B22 CFM56-7B24 CFM56-7B26 CFM56-7B27 The chart below shows the delivery chronology for those 737 Classics and Next Generation aircraft which are still in service (the 737-2s still in the fleet were delivered between 1968 and 1988 and are not included in the chart). 737 Classic and NG Deliveries (June 28) 33 3 4 5 11 2 6 7 8 21 9 9ER 214 135 22 73 183 7 6 6 173 84 75 171 1 17 48 25 68 75 18 5 31 38 116 71 14 11 48 65 57 81 34 96 67 12134131 28 19 18 1 34 26 82 77 83 7 31 24 11 61 73 53 51 53 5 71 73 9 112 13 7 8 9 1 37 45 25 32 1984 1987 199 1993 1996 1999 22 25 28 The progenitor of the line, the 737-1, was first ordered on February 15, 1965. Initially priced at under $4 million, the -1 was 94 feet long, had JT8D-7 engines and was designed to fly up to 1 passengers short to medium ranges. The first delivery was to Lufthansa in December 1967. Thirty were built and one remains in service. The -1 series was quickly superseded by the 737-2. First ordered in April 1965, United took the initial delivery in late 1967. It was about 6 feet longer than the -1, initially had a maximum takeoff weight of 1, pounds and was designed to carry 16 passengers 1,5 miles. The -2Advanced version commenced with line number 28 and replaced the standard 737-2 in 1971. Aerodynamic enhancements and a high lift system improved takeoff performance and the JT8D-15 and -17 engines made higher operating weights available. By the time the last -2A was delivered in 1988, Boeing had produced 1,114 of them. All Pratt-powered 737s were produced as Stage 2 airplanes; Stage 3 hushkits were available from Nordam and AvAero. Nordam lightweight kits were sold in substantial numbers and a few heavyweight kits were sold but because of cost, added weight and fuel burn penalty they were not popular. The 737-3 was produced from 1984 through 1999. Enhancements to the airframe and the use of CFM engines July 4, 28 5

created a more aerodynamic and fuel efficient aircraft which met Stage 3/Chapter 3 noise limitations. Compared to the -2 series, it had a 1 foot fuselage stretch, new generation CFM56 engines, MTOWs of up to 139,5 pounds and in a standard seating arrangement could carry 126 passengers about 2,25 nautical miles. An extremely popular jetliner, over 1,1 were delivered. The -3 was superseded in Boeing s product line by the 737-7 which started delivering in December 1997. The next derivative was the 737-4 which entered service in 1988; the last -4 was built in late 1999 and delivered in early 2. A 1 foot stretch of the -3, it has MTOWs of up to 15, pounds and can transport 147 passengers over 2, nautical miles. It is popular with charter operators and in a high-density configuration can carry up to 168 passengers. The -4 was replaced in Boeing s product line by the 737-8, a slightly larger airplane, which started deliveries in April 1998. Also incorporating the new technology of its bigger brothers, the 737-5 was a direct replacement of the 737-2 in terms of size and seating capacity. Only 2 feet longer than the -2, it has about the same passenger capacity (11 seats) and a slightly heavier MTOW (133,5 pounds versus 128,1 pounds). The -5 series was replaced by the 737-6 which began delivering in the third quarter of 1998. The 737 Next Generation series is comprised of the -6, -7, -8, -9 and -9ER. All have a new wing, redesigned landing gear, revised empennage, new interior, a 41, foot altitude capability and various systems upgrades. The wing is a complete redesign from the 737 Classics and its longer span and greater chord increase the wing area by 25% and fuel capacity by about 3%. All Next Generation 737s use the CFM56-7 engine which is available with thrust ratings from 18,5 pounds to 27,3 pounds. All versions of this engine are physically identical; thrust can be changed electronically. The -6 and -7 replace the -5 and -3 and are about the same length and passenger capacity but have greater range and higher MTOWs. The -8 is 1 feet longer than the -4 which it replaces, seats up to 2 more passengers, has substantially greater range and a 24, pound higher MTOW. It currently fits in Boeing s product line between the 737-4 and the 737-9 and is a replacement for the 727-2 in terms of range and seating. In 21, Boeing started offering factory installed winglets on the -8 which improve its operating efficiency under certain conditions. These winglets can also be retrofitted on previously delivered - 8s, are standard on the -9ER, in service with the -7 and under development for the -9 (Alaska Airlines is the launch customer). The 737-9 began deliveries in the second quarter of 21 and in terms of payload-range is positioned in Boeing s product line above the 737-8. It is a 14 inch stretch of the -8, has a 174,2 pound maximum takeoff weight, CFM56-7 engines and the same wing as the -6/7/8 airplanes. Typical two-class seating is 177 passengers and maximum range about 2,75 nautical miles. Although it is physically longer than the -8, it has the same maximum seating capacity of 189 passengers because of exit limit constraints. The -9 is out of production and has been replaced by the 737-9ER, which can seat up to 215 passengers and has a range of up to 3,2 nautical miles with optional auxiliary fuel tanks. It was certificated by the FAA on April 2, 27 and first delivery was to launch customer Lion Air one week later. The Single Aisle Payload-Range chart later in this report indicates where the various 737 models fit in the single aisle market in terms of typical payload and range profiles. There was a substantial order book for the Next Generation airplanes with over 2,2 on order in mid-28. Scheduled deliveries are shown in the following chart: July 4, 28 6

737 Scheduled Deliveries (June 28) 4 3 29 16 28 25 36 6 7 8 9ER 2 1 15 253 252 247 223 192 164 36 77 89 97 13 11 82 2 6 47 2 28 29 21 211 212 213 214 215 216 217 The table below lists operators/owners with 5 or more 737s in their fleets ranked by fleet size: Principal 737 Operators/Owners (June 28) Operator 2 3 4 5 6 7 8 9 9ER Total Southwest 189 25 319 533 Continental 48 55 36 111 12 1 272 Ryanair 163 163 Alaska 4 2 35 12 17 United 64 3 94 China Southern 27 2 25 38 92 Air China 3 6 14 41 91 US Airways 46 4 86 American 77 77 Gol 9 28 39 76 WestJet 13 55 7 75 Delta 71 71 Lufthansa 33 3 63 China Eastern 23 31 7 61 SAS Norge 4 13 11 17 11 56 airtran Airways 54 54 Jet Airways (India) 4 13 35 2 54 QANTAS 18 35 53 KLM 12 13 21 5 51 Virgin Blue 22 29 51 737-8 Market and Availability The 737-8, a 162-seat medium range single aisle airliner, is firmly established in a market segment in which there should continue to be substantial demand for lift. It is neither so large that it is difficult to fill in soft markets nor so small that it is economically inefficient. Although 737-8 operating lease rents were impacted during the cyclical July 4, 28 7

low, open market availability of this aircraft type has always been very modest and rental rates started to recover fairly soon after 9/11. Over the long term, ASG expects that with its strong market penetration and broad user base, the 737-8 will afford its owners above average utility and future value retention. There are two caveats. First, Boeing and Airbus will ultimately offer a new generation of single aisle airliners. Both manufacturers have indicated that this is likely to occur no earlier than the middle of the next decade. Second, this aircraft is very popular with investors and operating lessors. Demand is currently very strong and there may be unreasonable expectations of future value behavior. The 737-8 entered commercial service in April 1998 and as of June 28 there were over 1,4 of them in service with about 95 airlines and almost 1,45 more on order. The combination of a large in-service fleet and order book coupled with a big operator base means it has excellent market penetration. In terms of market segment, the -8 is a medium-range narrowbody in the 15-16 seat market, an active segment because of airlines use of frequencies as a marketing tool. Competing modern generation Boeing aircraft include the slightly smaller 737-4 and the 155-seat MD-83, both now out of production. With respect to the Airbus product line, the 737-8 fits between the very popular 15-seat A32 and the 185-seat A321. The -8 succeeded the 737-4 in Boeing s product line. It is ten feet longer, carries about 1% more passengers, has greater range, more efficient engines, a redesigned wing and is faster than the -4. At the same time, all Next Generation 737s have low commonality with the 737 Classics (the -3, -4 and -5), roughly 2% in terms of spares investment cost. ASG believes that membership in the very large 737 family (over 5, in service and about 2,1 on order as of early 28) is a major plus. In addition, the 737-8's payload-range profile, typically 162 seats and about 3, nautical miles, makes it an economic two-engine, two-pilot replacement to fill the gap left by the old technology 727-2A. At the same time, the 737-8 is experiencing strong competition from Airbus s narrowbody airplanes. Those jetliners are late generation, have a high degree of commonality with other Airbus current generation jetliners, are popular with operators and passengers and are being aggressively marketed by Airbus. The Single Aisle Market Mass chart later in this report visually compares the market penetration of the 737-8 and competing aircraft types. As with many current generation commercial aircraft, the number of 737-8s publicly available for sale and in storage is low. As of July 28, seven 737-8s were listed for sale or lease and ten were shown as parked. The following chart shows the trend in all stored and available 737 Next Generation airplanes during this decade: 737 Next Gens Available (July 28) 4 Parked - All NGs Available - All NGs 3 6s Available 7s Available 8s Available 9s Available 2 1 21 2 13 7 1-1-1 1-2 1-3 1-4 1-5 1-6 1-7 1-8 With respect to market activity the 737-8, ASG has received reports of new aircraft deliveries in the mid- to upper $4 million range. With respect to used sales, this is an aircraft with an active sale and leaseback market. A late 199s aircraft was reported sold in the $27-28 million range and others of late 199s/early 2 vintage were sold without leases in the low $3 million range. Some early 2s airplanes were sold in the high $2 million/low $3 July 4, 28 8

million range. A number of one to three year old airplanes were sold in the low $4 million range. A group of 1999 vintage aircraft were reported sold in the low $3 million range. Operating lease rentals fell immediately after 9/11 but started to recover earlier than for many other airliner types as the following chart illustrates. In early 28, monthly rents were in the $315,-42, range. 737-8 Monthly Operating Lease Rental Range ($s) $5 $4 $3 $2 345 355 3 295 26 22 3 23 325 25 36 365 37 38 28 29 3 3 45 31 42 325 42 315 43 31 $1 $ Late ' Mid '1 3Q '2 3Q '3 1Q '4 3Q '4 1Q '5 3Q '5 1Q '6 3Q'6 1Q '7 3Q '7 1Q '8 In terms of risk from a financier s viewpoint, ASG s opinion of the strengths and weaknesses of the 737-8 is as follows: Positives < Positioned in a market segment in which there is strong demand for lift. < Excellent market mass and a large order book and is being aggressively marketed by Boeing. < Member of the large, popular 737 family. < High engine, airframe and avionics commonality with its 737 Next Generation stablemates. < Only one engine type. Negatives < Substantial competition from the Airbus narrowbodies. < Investors may have over optimistic views of future value retention. Commercial Jet Market Overview A Brief Overview Aviation industry conditions have been generally good for some time but the market appears to be at or near an inflection point in which the negatives are beginning to outweigh the positives at least in terms of market psychology. On the positive side, many airlines cost containment programs have yielded good results; IATA says that since 21 airline labor productivity is up 64%, non-fuel unit costs are down 18%, fuel efficiency has improved by 19% and sales and marketing unit costs have dropped 25%. Demand for good quality, modern generation jetliners such as Airbus narrowbodies, 737NGs, A33-2/3s and the large Embraer RJs has been good. Passenger traffic and revenue growth during 27 were reasonable to good; preliminary data from ICAO s 19 contracting states in late December 27 indicated that revenue passenger kilometers (RPKs) for the world s airlines rose about 6.6% over 26. Negative market factors, however, have been pushing aside the positives recently. Concerns about financial illiquidity and general economic malaise in the U.S. are darkening the outlook and traffic growth in India, which had been very strong, has recently slowed materially. International air freight grew by 4.3% in 27 (versus 5.3% capacity growth), materially below the 7-8% growth trend of recent years, and has been softening this year. Cost reductions and multiple fare increases have been offset by very high fuel prices; spot prices for jet fuel in late July July 4, 28 9

were over $3.5 per U.S. gallon (see the chart below). IATA indicates that during 2-24 fuel costs were between 13% and 16% of total airline expenses and estimates that during 28 will be about 34% of operating costs. In December 27, IATA indicated that even in the face of high oil prices, strong passenger traffic and revenue growth resulted in an estimated 27 net profit of $5.6 billion. For 28, however, expensive fuel and economic uncertainty have caused it to reduce its forecast from a net industry profit of $4.5 billion to a loss of $2.3 billion assuming oil at an average price of $16.5 per barrel. If oil prices stay at current high levels, that loss could be in excess of $6 billion. IATA s Director General indicated in April that 28 is turning out to be a very tough year. IATA believes that the peak of the business cycle is over and expects a slowing of revenue and traffic growth at a time when there is an increased number of scheduled aircraft deliveries. The chart below shows ICAO member airlines operating results through 26 as well as IATA s estimates for 27 and 28 (based on $16/bbl oil). ICAO/IATA Airline Revenues, Expenses & Profits $53 $24 Rev/Exp (then curr US$ bils) $48 $43 $38 $33 Oper Income Revenues Net Income Expenses 12.9 -.5 16.3 5.6 4.4-2.3 $16 $8 $ -$8 Profits (then curr US$ bils) $28 1999 2 21 22 23 24 25 26 27est 28fcst -$16 In the U.S., during 27 systemwide load factor was very high, almost 8%, and capacity and RPMs grew at moderate rates. The industry has effected multiple fare increases during the last year and as the chart below shows, Air Transport Association data indicates that U.S. carriers overall financial results, excluding bankruptcy-related charges, improved during 27 with operating profits of over $9 billion and net profits of about $5 billion. US Carriers Revenues and Profits (US$ bils) $12 Oper Profits (left axis) $18 $ Net Profits (left axis) Oper Rev (right axis).4 7.5 3.1 9.3 5. $14-8.6-5.8 -$12-11. 1997 1998 1999 2 21 22 23 24 25 26 27 (excludes bankruptcy-related charges) $1 For 28, however, the outlook is different. Since March, over a half dozen airlines have ceased operations and Frontier Airlines and Gemini Air Cargo entered Chapter 11 bankruptcy. The demand for air travel has a clear relationship to disposable income and as economic news in the U.S. continues to be largely pessimistic, there are signs of traffic softness. A number of airlines including American, Delta, Northwest, AirTran, Continental and United have indicated that they plan to reduce capacity and will retire a number of mainline and regional jetliners during the next 1-2 years. Cost cutting efforts are being intensified, employee layoffs have been intensified, July 4, 28 1

schedules are being cut back and operators are searching for ways to reduce fuel consumption and enhance revenue inflows. In May, JPMorgan projected a collective 28 full year loss for U.S. airlines of about $7 billion as fuel prices continue to be very high and demand for travel is weakening. The ATA has recently indicated that its member airlines could lose as much as $1 billion this year. The chart below shows the upward climb of jet fuel prices during the last decade (average prices through May 28 in red, spot prices through June 28 in blue). A number of U.S. carriers have reported large first quarter 28 losses due in large part to the high price of fuel. The Bureau of Transportation Statistics indicated that in the first quarter of 28, a group of seven U.S. network carriers spent about 29% of their operating costs on fuel compared to about 14% five years ago. JPMorgan has recently indicated that the more than $7 billion in labor savings that came about as the result of the Chapter 11 cycle will be more than offset by the higher fuel costs now being experienced. Jet Fuel Prices (through June 28) 4 392.2 cents per US gallon 35 3 25 2 15 1 Average Price, US Pax Carriers New York Spot Price, monthly ave. 314. 5 1-98 1-99 1-1-1 1-2 1-3 1-4 1-5 1-6 1-7 1-8 The Demand for Travel, Aircraft Supply and the General Situation With respect to the demand for travel, a softening U.S. economy and the crash of the dot.com industry began to manifest themselves in falling yields and weakening traffic late in 2. A general softening in traffic throughout 21 was amplified by the events of 9/11 which put a substantial crimp in the long term growth trend line and essentially robbed the airline industry of 2-3 years worth of traffic growth. Total worldwide traffic and capacity dropped below year 2 levels during 21-23 and finally began to show measurable recovery in 24. The following chart, sourced from ICAO data, shows world traffic and capacity trends since 1997. World Airline Traffic (ICAO data) 3,3 2,7 Traffic (RPMs, left axis) Capacity (ASMs, left axis) Load Factor (%, right axis) 77% 74% billions percent 2,1 71% 1,5 1997 1998 1999 2 21 22 23 24 25 26 68% July 4, 28 11

With respect to international traffic and capacity, IATA (whose approximately 24 member airlines represent over 9% of scheduled international travel) reported that RPK growth for 27 was a strong 7.4% over 26. Freight growth, however, was slightly below that experienced in 26 and well below expected long term trend growth. IATA notes that to date in 28 the overall rate of traffic growth is clearly slowing, system load factors are beginning to decline and international freight traffic is showing considerable softness. The table below compares passenger and freight growth in the first six months of 28 to 27 and also shows systemwide load factors. International Scheduled Traffic Data, Six Months 28 vs Six Months 27 RPK Growth ASK Growth Pax Load Factor FTK Growth ATK Growth Industry 5.4% 6.2% 75.5% 2.4% 4.6% Africa -1.4% -2.% 68.2% -9.% -4.8% Asia/Pacific 4.8% 5.5% 74.8%.8% 2.% Europe 3.5% 5.2% 75.1% 3.1% 4.6% Latin America 16.4% 14.5% 73.5% -11.9% 9.9% Middle East 1.6% 1.7% 74.8% 11.8% 12.% N. America 6.% 6.7% 79.6% 4.6% 6.4% IATA data Bureau of Transportation Statistics data show that for U.S. airlines, 27 RPM and ASM growth showed moderate gains over the same period in 26 as indicated in the chart below and systemwide load factor was almost 8%. However, there are now signs of traffic weakness due to a softening U.S. economy and rising fares. Year over year growth of both ASMs and RPMs during 28 have been slowing and the number of domestic U.S. passengers carried declined in March and April 28 as compared to those months in 27. Operators are looking very carefully at capacity control, especially with regard to older fuel-thirsty aircraft, and seats are being removed from the system at the same time that fares are rising and various surcharges and other revenue enhancements are being instituted. For some time, a number of U.S. operators have been shifting capacity from very competitive domestic operations onto higher-yield international routes. US Sched/Unsched Airlines System Traffic Trends and Load Factors change from last year 16% 8% % Pax Traffic (RPMs) 82% Pax Capacity (ASMs) 79.4% System Load Factor (right scale) 78% 77.3% 3.9% 3.1% 2.1% 2.1% 74% 1998 1999 2 21 22 23 24 25 26 27 4m28 system load factor -8% 7% With respect to airliner supply, the number of orders and deliveries continues to be cyclical. Net new orders of mainline jets began to show some recovery from the last very sharp market downturn in 24. During 25-27, climbing passenger traffic triggered very strong demand for new jetliners, the bulk of them mainline rather than regional jets. The chart below shows trends in the order/delivery cycle during the last two decades. July 4, 28 12

Jetliner Orders/Deliveries/Retirements 1987-27 3,2 Net Orders Orders excl RJs 3,95 2,4 Deliveries Retirements Delivs excl RJs 1,6 1,85 8 1987 1989 1991 1993 1995 1997 1999 21 23 25 27 Orders for 27 were very strong for the third year in a row and deliveries were also at substantial levels. The following charts detail each manufacturer s share of deliveries and net new orders during this decade. Jetliner Deliveries by Manufacturer 1,2 Boeing Airbus Other 37 333 191 175 8 3 311 325 38 316 254 434 453 287 35 32 378 4 481 59 37 274 28 398 441 272 2 21 22 23 24 25 26 27 Jetliner Net Orders by Manufacturer 3,2 2,4 Boeing Airbus Other 141 275 341 1,341 1,6 8 616 439 581 346 373 32 86 298 241 265 282 238 247 37 272 1,111 1,2 824 1,44 1,413 2 21 22 23 24 25 26 27 Parked and Available Jetliners In June 28, slightly more than 1% of the single aisle fleet was in storage. The bulk of those airplanes are early generation Stage 2 and other non-first line airplanes such as the MD-8/9s, BAe regional jets and Fokkers. They never rebounded from the previous downturn and remain parked in large numbers. For the last several years, modern generation narrowbodies - the 737 Classics and NGs, 757s and Airbus family - have made up only a small portion of stored aircraft. Since late 27, however, the total number of parked narrowbodies, and the overall number of first line airliners, have started to trend up as the following chart shows: July 4, 28 13

Stored Single Aisle Jetliners (September 21 - July 28) 1,8 1,35 9 45 256 442 74 127 35 764 62 11 117 354 815 92 83 129 341 88 67 46 18 15 347 855 32 11 13 134 377 949 35 113 118 171 348 945 727/737P&W/DC-9 Others MD-8/9 757 CRJ/EMB/328 717 737 Classics/NGs Airbus NBs 9-1 12-1 12-2 12-3 12-4 12-5 12-6 12-7 7-8 18 67 84 152 318 98 28 12 84 173 329 927 The number of stored widebodies rose from immediately after 9/11 until the end of 21, trended down for about a year and in 23 rose again as the SARS epidemic and Iraq war caused sharp traffic drops. As world airline traffic has picked up, particularly on international routes, the number of stored widebodies has declined and demand for modern generation big twins has been particularly strong. The majority of stored widebodies are old generation 747s, trijets and A3Bs. Single aisle aircraft publicly available for sale and lease reached a cyclical high in 22, trended down into 24 and since that time have been relatively flat in the 4-45 aircraft range. As of July 28 about 455 aircraft, under 3% of the single aisle fleet, were publicly available which represents a firm market. Indications are, though, that a substantial number of aircraft will be leaving the fleet of U.S. carriers over the coming months and thus availability and the number of stored aircraft may rise if new homes cannot be found for them. The Asian recession triggered a rise in twin aisle availability which increased substantially between early 1998 and the 22 peak of about 34 airplanes. Availability remained at elevated levels throughout 23 as the SARS epidemic presented itself, then began to trend down and since 24 has been at very modest levels. As of July 28 slightly over 8 aircraft, under 2% of the fleet, were publicly for sale or lease. The chart below shows these trends. Jetliners Parked and Available (July 28) 2, 1,716 1,6 1,2 8 Twin Aisle Available Twin Aisle Parked Single Aisle Available Single Aisle Parked 4 1/ 1/1 1/2 1/3 1/4 1/5 1/6 1/7 1/8 455 444 81 Covenants In accordance with ISTAT s Principles of Appraisal Practice and Code of Ethics, this report has been prepared for the exclusive use of Client; ASG will not provide it to any other party without the express consent of Client. ASG July 4, 28 14

has no present or contemplated interest in the subject equipment or any similar equipment nor does it have any other interest which might tend to prevent it making a fair and unbiased appraisal. This report fairly represents ASG s opinion of the subject equipment s value. In reaching its value opinions, ASG has relied upon information provided by Client. ASG does not assume responsibility or legal liability for any actions taken, or not taken, by Client or other parties with regard to the equipment. By accepting this report, all parties agree that ASG shall bear no such responsibility or legal liability including liability for special or consequential damages. For Aviation Specialists Group, Inc. July 4, 28 15

Single Aisle Market Mass (March 28) 16 A32-2 12 737-3 Number of current operators 8 4 737-5 MD-83 737-4 A321-2 MD-82 757-2 CRJ-1/2 A319 737-7 737-8 ERJ-145 CRJ-9 CRJ-71 EMB17 737-6 EMB19 757-3 717 737-9 A318 737-9ER 75 1,5 2,25 3, 3,75 Number of passenger aircraft in service and on order 16

Single Aisle Payload-Range Chart 25 757-3 2 A321-1 737-9 A321-2 737-9ER 757-2 number of passengers 15 1 MD-81 MD-82 MD-83 737-8 A32 737-4 737-3 737-7 737-6 717 EMB195AR 737-5 A318 EMB19AR CRJ-9ER EMB175LR CRJ-71ER EMB17LR A319 5 ERJ-145ER CRJ-1ER CRJ-2LR ERJ-145LR ERJ-145XR 328JET ERJ-135ER ERJ-135LR 1, 2, 3, 4, Range in nautical miles 17