8/6/2019 HLValue

1/5

Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653

TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero

01 April 2006

Mr. Bob Smith

Vice President, FinanceAircraft Aviation, Inc.

One Stone Plaza

20th

FloorNew York, NY 10001

Subject: AISI Report No. A6D000B37 - AISI Sight Unseen Half Life Appraisal,One 2004 Year of Build B737-800 Aircraft Serial Number 00000

Reference: (a) Aircraft Aviation e-mail message, 25 March 2006(b) Telcon, Smith, Aircraft Aviation / McNicol, AISI, 27 March 2006

Dear Mr. Smith:

As requested, Aircraft Information Services, Inc. (AISI) is pleased to offer Aircraft Aviation,

Inc., our opinion of the 01 April 2006 sight unseen half life base and current market value of one2004 year of build B737-800 aircraft, Serial No. 00000 (the Aircraft), at 155,500 lbs. MTOW,

powered by CFM56-7B26 engines, per the above references.

1. Methodology and Definitions

The standard terms of reference for commercial aircraft value are 'base value' and current

market value of an 'average' aircraft. Base value is a theoretical value that assumes ahypothetical balanced market while current market value is the value in the real market; both

assume a hypothetical average aircraft condition. All other values are derived from these values.

AISI value definitions are consistent with the current definitions of the International Society of

Transport Aircraft Trading (ISTAT), those of 01 January 1994. AISI is a member of thatorganization and employs an ISTAT Certified and Senior Certified Appraiser.

AISI defines a 'base value' as that of a transaction between an equally willing and informedbuyer and seller, neither under compulsion to buy or sell, for a single unit cash transaction with

no hidden value or liability, with supply and demand of the sale item roughly in balance and with

no event which would cause a short term change in the market. Base values are typically givenfor aircraft in 'new' condition, 'average half-life' condition, or 'adjusted' for an aircraft in a

specifically described condition at a specific time. An 'average' aircraft is an operable airworthy

aircraft in average physical condition and with average accumulated flight hours and cycles, with

clear title and standard unrestricted certificate of airworthiness, and registered in an authoritywhich does not represent a penalty to aircraft value or liquidity, with no damage history and with

inventory configuration and level of modification which is normal for its intended use and age.

AISI assumes average condition unless otherwise specified in this report.

8/6/2019 HLValue

2/5

01 April 2006

AISI File No. A6D000B37Page - 2 -

AISI also assumes that airframe, engine and component maintenance and essential records aresufficient to permit normal commercial operation under a strict airworthiness authority.

'Half-life' condition assumes that every component or maintenance service which has a prescribed interval that determines its service life, overhaul interval or interval between

maintenance services, is at a condition which is one-half of the total interval.

An 'adjusted' appraisal reflects an adjustment from half life condition for the actual condition,

utilization, life remaining or time remaining of an airframe, engine or component.

It should be noted that AISI and ISTAT value definitions apply to a transaction involving a

single aircraft, and that transactions involving more than one aircraft are often executed atconsiderable and highly variable discounts to a single aircraft price, for a variety of reasons

relating to an individual buyer or seller.

AISI defines a 'current market value', which is synonymous with the older term fair market

value as that value which reflects the real market conditions including short term events,whether at, above or below the base value conditions. Assumption of a single unit sale and

definitions of aircraft condition, buyer/seller qualifications and type of transaction remain

unchanged from that of base value. Current market value takes into consideration the status ofthe economy in which the aircraft is used, the status of supply and demand for the particular

aircraft type, the value of recent transactions and the opinions of informed buyers and sellers.Current market value assumes that there is no short term time constraint to buy or sell.

AISI encourages the use of base values to consider historical trends, to establish a consistent baseline for long term value comparisons and future value considerations, or to consider how

actual market values vary from theoretical base values. Base values are less volatile than current

market values and tend to diminish regularly with time. Base values are normally inappropriate

to determine near term values. AISI encourages the use of current market values to consider theprobable near term value of an aircraft.

If more than one aircraft is contained in this report than it should be noted that the values givenare not directly additive, that is, the total of the given values is not the value of the fleet but

rather the sum of the values of the individual aircraft if sold individually over time so as not to

exceed demand.

8/6/2019 HLValue

3/5

01 April 2006

AISI File No. A6D000B37Page - 3 -

2. Market Analysis

The B737-800 is a twin engine, narrowbody, stage 3, two man crew aircraft typically seating 160

passengers in mixed class configuration. Typical range with full passengers at low MTOW isapproximately 1,925 nautical miles, while at high MTOW the range increases to approximately

2,900 nautical miles. The aircraft is part of the new Boeing B737-600/700/800 family, replacing

the present B737-500/300/400, respectively. The aircraft has a larger wing, a higher cruise speed,longer range, and higher initial cruise altitude capability than its predecessor, the B737-400,

while operating at higher gross weights, with a larger passenger cabin and more powerful

CFM56-7B variants of the same engine.

The B737-800 has the largest B737 Next Generation family fleet with 919 active aircraft, with711 on order, and a growing customer base of 71 operators currently with good world-wide

distribution. A significant number of the active B737-800 fleet, 540 aircraft, are operated viaeither a finance lease or operating lease. There are 295 aircraft and 236 orders which have

winglets which provide an increase in long range cruise efficiency. This is not particularly useful

to short haul operators, who would probably not wish to pay for that added feature. Thus a smalldivision of the B737-800 fleet is created; winglets for long haul operators and non-winglets for

the rest.

The major competitor to the B737-800 is the Airbus A320. The B737-800 also must compete

with the smaller B737-700 and A319, the earlier B737-300/400 variants and to a lesser degreethe MD-80/90. The aircraft was first delivered in 1998. Near term current market purchase prices

and lease rates are declining significantly in response to the decline in airline traffic which began

in early 2001, accelerated by the effect of the terrorist actions in September 2001. The aircrafthas potential for future cargo conversion, but due to relatively high cost, we expect the future

potential for freighter conversion to be confined to the older B737 variants for domestic small

package carrier market; it will be several years before market growth and B737-800 values

reductions coincide to make a B737-800F practical.

Until recently in head-to-head competition with the Boeing B737 for market share, Airbus has

shown a willingness to offer aircraft at drastically reduced prices with Boeing generallymatching or exceeding Airbus discounts. This willingness to discount, combined with

significant increases in production rates, has produced an artificial softening of market prices of

some new and newer 100 to 160 seat stage III narrowbody domestic aircraft, but not the B737-800 at present.

Ten B737-800 aircraft are currently inactive, however this is a near term anomaly caused by the

complications of bankruptcy of one operator; none are listed as available for sale and few areoffered for lease.

8/6/2019 HLValue

4/5

01 April 2006

AISI File No. A6D000B37Page - 4 -

The type has not completely escaped the general accelerated decline in values affecting allcommercial aircraft at this time, but the B737-800 is presently experiencing the strongest

demand for any type in the newer narrowbody category and has experienced the least degree of

value decline. Current market values of the B737-800 have recovered strongly and now exceedbase values for most years of build. The decline in base value has reverted to normal.

3. Valuation

The half life base and current market valuations are presented below subject to the assumptions,definitions and disclaimers herein.

AircraftType

S/N YOBMTOW(Lbs.)

Engines

Half LifeBase Value01 April 06

U.S. Dollars

Half LifeCurrent Market

Value01 April 06

U.S. Dollars

B737-800 00000 2004 155,500 CFM56-7B26 $ 40,840,000 $ 41,250,000

8/6/2019 HLValue

5/5