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Exhibit 99.6
MORTEN BEYER & AGNEW
AVIATION CONSULTING FIRM
APPRAISAL OF 39 AIRCRAFT
PREPARED FOR:
LEASE INVESTMENT FLIGHT TRUST ("LIFT")
MAY 15, 2001
WASHINGTON, D.C. LONDON PACIFIC RIM
2107 WILSON BLVD. LAHINCH 62, LASHMERE 3-16-16 HIGASHIOOI
SUITE 750 COPTHORNE SHINAGAWA-KU
ARLINGTON, VIRGINIA 22201 WEST SUSSEX TOKYO 140-0011
UNITED STATES UNITED KINGDOM JAPAN
PHONE +703 276 3200 PHONE +44 1342 716248 PHONE +81 337636845
FAX +703 276 3201 FAX +44 1342 718967
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I. INTRODUCTION AND EXECUTIVE SUMMARY
MORTEN BEYER & AGNEW (MBA) has been retained by Lease Investment Flight
Trust ("LIFT") to determine the Current Adjusted Base Value of 39 aircraft in
their present configuration as passenger or cargo aircraft. The aircraft and the
respective Current Adjusted Base Value of the aircraft are identified in Section
III of this report.
In performing this valuation, MBA did not independently inspect the
aircraft and the associated records and documentation associated with each
aircraft. MBA relied solely upon the technical data and maintenance status of
the aircraft provided by GE Capital Aviation Services ("GECAS").
Section II of this report presents definitions of various terms,
including Current Base Value and Current Market Value as promulgated by the
Appraisal Program of the International Society of Transport Aircraft Trading
("ISTAT"). ISTAT is a non-profit association of management personnel from banks,
leasing companies, airlines, manufacturers, brokers, and others who have a
vested interest in the commercial aviation industry and who have established a
technical and ethical certification program for expert appraisers.
Based on the information set forth in this report, it is our opinion as
of DECEMBER 31, 2000 that the Current Adjusted Base Value of this fleet of
aircraft is $1,521,214,000 based on the respective adjustments noted in Section
IV of this report.
II. DEFINITIONS
CURRENT MARKET VALUE
ISTAT defines Current Market Value (CMV) as the appraiser's opinion of
the most likely trading price that may be generated for an asset under market
circumstances that are perceived to exist at the time in question. Current
Market Value assumes that the asset is valued for its highest, best use, and the
parties to the hypothetical sale transaction are willing, able, prudent and
knowledgeable and under no unusual pressure for a prompt transaction. It also
assumes 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.
Market Value of a specific asset will tend to be consistent with its
Base Value in a stable market environment. In situations where a reasonable
equilibrium between supply and demand does not exist, trading prices, and
therefore Market Values, are likely to be at variance with the Base Value of the
asset. Market Value may be based upon either the actual (or specified) physical
condition or maintenance time or condition status of the asset, or alternatively
upon an assumed average physical condition and mid-life, mid-time maintenance
status.
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BASE VALUE
The ISTAT definition of Base Value (BV) has, essentially, the same
elements of Market Value except that the market circumstances are assumed to be
in a reasonable state of equilibrium. Thus, BV pertains to an idealized aircraft
and market combination, but will not necessarily reflect the actual CMV of the
aircraft in question at any point in time. BV is founded in the historical trend
of values and value in use, and is generally used to analyze historical values
or to project future values.
ISTAT defines Base Value as the Appraiser's opinion of the underlying
economic value of an aircraft, engine, or inventory of aircraft parts/equipment
(hereinafter referred to as "the asset"), in an open, unrestricted, stable
market environment with a reasonable balance of supply and demand. Full
consideration is assumed of its "highest and best use". An asset'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 asset assumes the physical condition is average for an asset of its type
and age. It further assumes the maintenance time/life status is at mid-time,
mid-life (or benefiting from an above-average maintenance status if its is new
or nearly new, as the case may be). Since Base Value pertains to a somewhat
idealized asset and market combination it may not necessarily reflect the actual
current value of the asset in question, but is a nominal starting value to which
adjustments may be applied to determine an actual value. Because it is related
to long-term market trends, the Base Value definition is commonly applied to
analyses of historical values and projections of residual values.
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III. CURRENT MARKET CONDITIONS
AIRBUS A-320-200
The A320 was Airbus' first all new design since the launch of the
original A300 in 1971. The program was initiated in 1983 and logged almost 400
orders prior to first delivery in 1988. The A320 is now offered with both the
CFM-56 and the IAE V-2500 engine, with the CFM version having a long head start,
but the V2500 gaining. At 11/30/00, 848 A320s have been delivered and 550 more
are on order. The A320 has achieved a wide market base on all continents, with a
total of 89 current operators.
Other carriers, including Air France Groupe and Lufthansa, have each
ordered six types of Airbus aircraft, and currently operate 116 and 114 Airbus
aircraft respectively, and other major European operators are Swissair (54) and
Iberia (46). However, the European influence might tilt decision-makers at
airlines such as these. Airbus believes its concept will give its new designs
significant advantages over Boeing aircraft, and the 1999 order books indicate
it is doing just that. MBA believes the combination of extremely efficient
designs and the inherent savings in training and other costs make the Airbus
family an attractive avenue for an entire fleet refurbishment, as US Airways'
commitment for 400-some aircraft (including options) appears to justify.
The A320 family incorporates an increased amount of composites in its
secondary structure compared to older jets, a complete fly-by-wire control
system, and a computerized flight management system which, when engaged,
virtually precludes putting the aircraft into stalls or other extreme
conditions. This system has been blamed by some for two early incidents in which
the crews placed the aircraft in an untenable position close to the ground with
the system disconnected and from which it was unable to recover. These two
aircraft were totally cleared by the airworthiness authorities, as well as one
involved in a third incident in which the crew made a below-minimum approach in
bad weather and struck high ground. The third aircraft had no ground proximity
warning device installed, a device now required by the French government and
long required by many others. In general, all these components have held up well
in service, and the reliability of the aircraft has been excellent.
The A320 also offers the advantage of being able to carry seven LD-3
cargo containers--a feat not even the B-767 can perform. The fuselage is
approximately 10 inches wider than that of the B-727/B-737/B-757 series,
offering wider aisles and roomier seats--a feature much appreciated by
passengers. There are no cargo or Combi models currently offered by Airbus,
although such a configuration is obviously possible. The only exception is the
A300 "Beluga' an outsized special cargo aircraft, which is already being leased
for commercial applications but is primarily in service for Airbus.
ECONOMICS
The A320 vies with the B-757 for the most efficient aircraft in
service. Fuel efficiency, new technology design and low operating cost
parameters all combine to give this aircraft among the lowest seat mile costs of
any being built or in service. MBA believes this model will produce very
attractive operating and net ratios well into the next century.
BOEING 737-300/400/500
As Stage 3 noise rules closed in at last on the B-737-200, Boeing
re-engined the aircraft with the CFM-56 engine, which met the noise rules and
also offered higher power and the opportunity to stretch both the fuselage
(capacity) in the -400 model and the range. They also built the model -500,
which kept the basic -200 configuration. The B-737-300 was introduced in
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the early 1980s, and entered service in 1984, several years behind the MD-80
which was already achieving extensive orders, again giving the lead to Douglas.
As of October 2000, Boeing had delivered 1,988 of these re-engined 2nd
Generation series, as the last -300 rolled out the door at Renton. Success was
quick for the 2nd or "Current" Generation production B-737s, as they found homes
in fleets already populated with the -100s and -200s. The aircraft particularly
suited the deregulated American market, where smaller planes fitted
hub-and-spoke operations. Overall, more than 100 airlines have selected the
Current Generation B-737 to meet their growth/replacement needs. As airline
consolidation continues, however, and as limited slot, gate, runway, and
terminal facilities impede growth, we look to the airlines to turn to larger
aircraft. This, in short, means that not all B-737 operators will upgrade with
the newer 3rd Generation (-600/-700/-800/-900) models. The introduction of the
-600/-700/-800/-900 series has preempted incoming orders for the current family
(there were eight B-737-300/400/500 orders during 1999, and production and has
ceased). The orders for Next Generation (NG) now stand at 1,972 of which 391
were received last year. This was the bright spot in Boeing's 2000 order
picture. We suspect a good number of the orders for the -700/-800 will be
converted to the -900 as time goes by. Eighty percent of American's 630-plane
commitment to Boeing was for B-737s.
Geographically, 90% of the Current Generation 737's are concentrated
primarily in North America, Europe and the Pacific Rim, with the remaining 10%
scattered throughout Africa, Asia and South America, and one operator with one
aircraft in the Middle East.
The 737-300/-400/-500 series is fully compliant with all current noise
and environmental regulations, and has a wide margin of tolerance sufficient to
meet Stage 4.
ECONOMICS
The MBA Model indicates good operating economics for the 737-300 and
particularly the higher capacity -400. The -500 is quite marginal on a
comparable basis due to its lack of seat capacity and, therefore, lack of
earning power. It was built to be a niche aircraft, and it is going to have to
stay in its niche.
BOEING 737-600/700/800/900
LN-RPH
Boeing began replacing the trio of B-737-300/-400/-500s with upgraded
new generation versions beginning with the B-737-700 in 1997. Southwest
Airlines' order for 63 of the series officially launched the program in late
1993, and with their most recent order of 94 with options for another 196 have
secured the future of the program.
The fuselage of these "Next Generation" (NG) aircraft mirror that of
the first generation (which were out-growths of the original -100s and -200s).
Upgraded avionics, a new wing design, and other improvements combine to increase
range, efficiency, and performance in general. The CFM56-7 is the exclusive
engine for the NG series. However, Boeing is losing market share to the more
comfortable, wider A320 family.
Prospects for the 3rd generation B-737 jets were thought to be
considerably enhanced by the discontinuation of the MD-80/-90 series. The MD-95
has been adopted by Boeing as its 100-seat competitor under the aegis of B-717,
competing with its own B-737-600. Airbus is becoming more aggressive with its
A318/319/320/321 high-tech series and winning an increasing share of orders.
During 2000 Airbus had 388 narrowbody orders, Boeing had 455.
The Boeing 737NG aircraft are actually starting to compete with their
older and larger sibling, the Boeing 757. Airlines such as Aloha and Southwest
are finding the flexibility and the range offered by the 737-700 to fit very
well with their respective trans-pacific and trans-continental routes. Delta has
replaced their 757's with 737-800 aircraft on their routes to Central America.
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While the 737s are allowing for greater economics, the success will ultimately
depend upon passenger preferences and tolerances for smaller cabins over longer
journeys.
As the industry passes the peak of the current cycle, the prospects for
a downturn increase, together with deferrals and cancellations of orders for
both manufacturers.
BOEING 747-400
9M-MPK
The B-747-400 is the current state-of-the-art model of the 747 family.
It is offered with all three engine manufacturers' power plants in passenger,
Combi, and cargo models. 535 -400s have been built as of November 2000, and 66
remain on order. The aircraft incorporates all of the design improvements
developed over the life of the 747 program, including the extended upper deck, a
two-pilot glass cockpit, a gross weight of 883,000 pounds at takeoff, and a
range of up to 8,000 statute miles. The operator list is surprisingly thin in
terms of numbers of airlines, but some individual fleets are huge. There are
currently 39 operators of the 747-400, however, after mega-carriers like British
Airways announced the partial removal of the -400 from their fleet, there is
guaranteed to be some shifting. Recently, Virgin Atlantic announced it will be
taking delivery of 5 more -400's to add to their current fleet of 6 -400
aircraft. These aircraft were originally slated for Alitalia. A low gross
weight, high-density model, designated as the -400D, is also offered and is
being used in the Japanese domestic market.
The continuing flow of new B-747-400s has created a surplus of older
B-747-100s, -200s, and -300s on the market. Until recently the new -400s have
gone to meet the pent-up demand for capacity. Half of the aircraft in service
and on order are operated by Pacific Rim carriers, not including the 58 operated
by United and Northwest for the same area and the fleets of the European
carriers which will be deployed on Pacific routes where demand is recovering.
We consider the long-term value of the 747-400 series to be virtually
bulletproof, even when Airbus builds its A380. Although it has suffered in the
short term because of forced sales in a down market, its operational
capabilities, strong development history, and large market presence assure it a
leading role in the aircraft market for the next several decades. Boeing has
marketed several other variations of the 747-400 including extended range and
stretch models, but none have been ordered to date.
ECONOMICS
The MBA Economic Model shows both the new B-747-400 all-passenger and
Combi models to have high operating margins, that are largely offset at the net
level by the high costs of ownership. This effectively mandates utilization in
long haul, high utilization markets which, of course, is what the aircraft was
built for. But in the event of low load factors and/or yields, the heavy
financial burden will be felt more strongly than with a cheaper, older aircraft.
BOEING 767-300 ER
The twin-aisle semi-widebody B-767 was launched in 1978 and entered
service in 1982. The aircraft has undergone significant development in terms of
gross weight and capacity, affecting payload and range. The initial model, the
B-767-200, offered a MTOGW of 280,000 pounds, while the current 767-300ER is
certified at 412,000 pounds. Early development of the Extended Range ("ER")
extended the range of the -200, enabling it to fly the Atlantic nonstop. Initial
routings were circuitous, since the aircraft had to stay within 90 minutes of a
landing place. But as experience was gained, the FAA and international
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authorities approved ETOPS (extended range twin-engine over water operations),
and more direct routes became possible. The first production models of the
larger 767-300 were delivered in 1986 in domestic configuration, soon to be
followed by successively higher gross weight ER models.
Orders for the -200 slowed to a trickle following the introduction of
the -300, and it is probable that production of this model will be discontinued
in the near future, despite Continental's recent order. Much of the success of
the B-767 program is attributable to ETOPS operations, where these aircraft (as
well as the A310) have replaced B-747s, DC-10s, MD11s and L-1011s on many long
flights. The 767 has an exemplary overall safety record, with only three flight
accidents--one attributed to inadvertent thrust reverser deployment on a Lauda
Air 767-300 over Bangkok, one Ethiopian -200 lost in a hijacking incident in the
Comoro Islands in 1996, and the third was the recent Egypt Air accident off the
coast of Nantucket.
ECONOMICS
The MBA Model indicates that it is hard to make money with the B-767.
Satisfactory margins are achieved only by classifying the B-767 as a narrowbody
in terms of seating capacity. MBA has assumed that only 67.5 percent of maximum
certified seating is installed in a widebody, compared to 85 percent in a
narrowbody. This is in accord with industry experience. By making this
narrowbody assumption, we increased the available seating of the B-767-300 from
218 to 247.
MBA has classified the aircraft as having seven-abreast seating.
Interestingly, British tour operators utilize the aircraft in an eight-abreast
configuration, thus increasing potential maximum seating from 290 seats in our
model to 375 seats claimed by Boeing. With 375 seats, the B-767-300 becomes a
potent economic competitor. However, until the industry shows more signs of
utilizing this capability we will continue to use the conventional capacity.
BOEING/DOUGLAS MD11
Freighter
HL7371
The MD11 was first ordered in 1986 and entered service at the end of
1990. The aircraft is a slightly larger version of the DC-10-30, with 45,000
pounds greater gross weight. The range is extended 1,000 miles to a maximum
full-payload range of 7,000 miles. The aircraft was offered in passenger, cargo,
and combi versions, and is equipped with the more fuel efficient PW 4460/4462
and GE CF6-80C2D1F engines.
Early operational problems likely cost Douglas some of the inherent
advantages of introducing the MD11 long before the A330/340 and 777. Fuel
consumption of the MD11 has been about eight percent higher than guaranteed,
although is still lower than older DC-10s. One operator (Garuda) terminated its
MD11 orders for this reason.
The MD11 is proving to be a better freighter than a passenger aircraft.
An increasing number of passenger models are being converted to all-cargo led by
American's 19-plane sale to FedEx. Recently, Boeing announced its purchase of
25-30 MD11's to be converted for UPS. This transaction increases the operator
base for this aircraft which reinforces its position as a viable freighter.
Boeing's election to suspend the production of Douglas commercial
aircraft entirely has adversely affected the value of used models. Even though
the Douglas Division will fully support their aircraft with spares and
engineering, there is always a negative implication when aircraft become
orphans, especially when only 192 are in current operation.
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ECONOMICS
The MD11 has proved to be a better cargo aircraft than passenger plane.
Sixty-five are already in cargo configuration. When the FedEx and UPS programs
are completed, more than fifty percent of the entire MD11 fleet will be
all-cargo. With a 200,000 pound payload, good cube, and long range, the MD11
Freighter makes sense for a limited number of cargo operators, but not for the
likes of Northern Air Cargo or Fine Air who operate in the long haul air cargo
markets and use lower cost, older aircraft such as the B-747-100F, DC-8, or
L-1011.
BOEING/DOUGLAS MD82/83
XA-AMP
The Boeing MD-80 family of relatively quiet and fuel-efficient twinjets
was initially certified by the Federal Aviation Administration in August 1980,
and the first aircraft of the series entered airline service in October 1980.
The final aircraft, an -83 model, was delivered to Trans World Airlines in
December 1999. This ended a nineteen-year production run of 1,212 aircraft. Of
those built, 1,179 remain in operation today; three have been retired, 21 are
currently parked, and 12 have been destroyed.
The MD-80's Pratt & Whitney JT8D-200 Series engines, combined with its
efficient aerodynamic design, allow it to meet all current Stage III noise
regulations while incurring operating costs that are among the lowest in the
commercial aviation industry.
MD-80's are rugged and proven aircraft, well liked by flight crews for
their excellent handling characteristics, and appreciated by maintenance
personnel for their mechanical reliability, simplicity and relatively low
maintenance costs. The MD-80 series of aircraft have an excellent operational
safety record; combined with MD-90s, the type has a very low "hull loss"
accident rate of 0.43 per million departures.
MD-80 Series operators range from the largest foreign and domestic
trunk carriers to new startup airlines and charter operators. American Airlines
operates the largest fleet of MD-80s, with a fleet of 274. The large number in
operation worldwide ensures that support is widely available and economical.
Highly reliable MD-80 series aircraft fly to more than 420 airports
worldwide, with 4,800 daily flights. They have flown more than 36 million hours
and 24 million flights since entering service in 1980, covering over 13 billion
miles, carrying more than 1.9 billion passengers.
Early MD-80 models were built with conventional flight instruments.
Later variants were delivered equipped with four-tube Honeywell Electronic
Flight Instrument Systems ("EFIS") suites.
STAGE III NOISE REGULATIONS--
All of the above aircraft comply with the currently effective Stage
III/Chapter III aircraft noise limitations, based on the information provided.
However, the FAA and ICAO are currently planning the adoption of more stringent
Stage IV noise regulations. The severity of the proposed new regulations
currently stands at a 10 decibel reduction, however, the implementation schedule
has not been determined nor the phase-out requirements. When enacted and
effective these new regulations may limit the continued utilization of the
subject aircraft in most areas of the world.
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IV. VALUATION
In developing the Current Adjusted Base Value of this aircraft, MBA did
not inspect the aircraft or verify their historical maintenance documentation,
but relied on partial information supplied by GECAS. Therefore, we used certain
assumptions that are generally accepted industry practice to calculate the value
of aircraft when more detailed information is not available. The principal
assumptions for the aircraft are as follows, FOR EACH AIRCRAFT:
1. The aircraft is in good overall condition.
2. The overhaul status of the airframe, engines, landing gear and other
major components are the equivalent of mid-time/mid-life, unless otherwise
stated.
3. The historical maintenance documentation has been maintained to
acceptable international standards.
4. The specifications of the aircraft are those most common for an
aircraft of its type and vintage.
5. The aircraft is in a standard airline configuration.
6. The aircraft is current as to all Airworthiness Directives and
Service Bulletins.
7. Its modification status is comparable to that most common for an
aircraft of its type and vintage.
8. Its utilization is comparable to industry averages.
9. There is no history of accident or incident damage.
10. No accounting is made for lease revenues, obligations or terms of
ownership unless otherwise specified.
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LEASE INVESTMENT FLIGHT TRUST ("LIFT")
<Table>
<Caption>
AIRCRAFT ENGINE MTOW DATE OF NOISE ADJUSTED
NO. SERIAL # TYPE TYPE (LBS) AIRFRAME MANUFACTURE LESSEE NAME COMPLIANCE BASE VALUE
--- -------- ---- ---- ----- -------- ----------- ----------- ---------- ----------
1 29618 B767-300ER CF6-80C2B7F 412,000 Widebody 05/09/2000 Air 2000 Stage III 85,435,000
2 30108 B767-300ER CF6-80C2B7F 412,000 Widebody 11/01/1999 Air Canada Stage III 83,990,000
3 30112 B767-300ER CF6-80C2B6F 411,990 Widebody 09/14/1999 Air Canada Stage III 83,310,000
4 28672 B737-300 CFM56-3C1 139,500 Narrowbody 01/09/1998 Air France Stage III 28,380,000
5 28673 B737-300 CFM56-3C1 139,500 Narrowbody 02/16/1998 Air France Stage III 28,490,000
6 28569 B737-300 CFM56-3C1 139,500 Narrowbody 02/20/1998 Air France Stage III 28,804,000
7 23384 B737-300 CFM56-3B2 138,500 Narrowbody 08/14/1987 America West Stage III 15,190,000
8 24469 B737-400 CFM56-3C1 142,500 Narrowbody 07/01/1989 Asiana Airlines Stage III 22,100,000
9 49513 MD82 JT8D-217A 149,500 Narrowbody 04/01/1990 China Eastern Stage III 20,140,000
10 49515 MD82 JT8D-217A 149,500 Narrowbody 10/09/1990 China Eastern Stage III 21,134,000
11 49511 MD82 JT8D-217A 149,500 Narrowbody 03/31/1990 China Eastern Stage III 21,120,000
12 1093 A320-200 CFM56-5B4 169,750 Narrowbody 10/26/1999 China Eastern Stage III 42,780,000
13 1108 A320-200 CFM56-5B4 169,750 Narrowbody 11/16/1999 China Eastern Stage III 42,940,000
14 23376 B737-300 CFM56-3B2 138,500 Narrowbody 11/01/1986 Delta Air Lines Stage III 15,210,000
15 29338 B737-300 CFM56-3C1 139,500 Narrowbody 07/07/1999 easyJet Airline Co. LtdStage III 30,650,000
16 24512 B737-400 CFM56-3C1 150,000 Narrowbody 09/01/1989 Garuda Indonesia Stage III 21,240,000
17 28602 B737-300 CFM56-3C1 139,500 Narrowbody 09/10/1999 Go Fly Limited Stage III 30,950,000
18 28606 B737-300 CFM56-3C1 139,500 Narrowbody 10/21/1999 Go Fly Limited Stage III 31,100,000
19 879 A320-200 CFM56-5B4 169,754 Narrowbody 12/15/1998 Iberworld Stage III 41,097,000
20 49419 MD82 JT8D-217A 149,500 Narrowbody 08/12/1987 Korean Airlines Stage III 17,630,000
21 48523 MD11F PW4460 630,490 Freighter 06/30/1992 Korean Airlines Stage III 77,100,000
22 28609 B737-700 CFM56-7B24 154,500 Narrowbody 11/18/1999 Jet Airways Stage III 33,210,000
23 28427 B747-400 PW4056 870,490 Widebody 03/03/1998 Malaysian Airline SystemStage III 144,930,000
24 53147 MD82 JT8D-217C 149,500 Narrowbody 08/15/1993 Nouvelair Tunisie Stage III 23,470,000
25 28591 B737-800 CFM56-7B26 174,200 Narrowbody 04/05/1999 Pegasus Stage III 41,090,000
26 28628 B737-800 CFM56-7B26 174,200 Narrowbody 06/02/2000 Pegasus Stage III 42,949,000
27 28565 B737-500 CFM56-3C1 133,500 Narrowbody 11/11/1997 Rio Sul Stage III 25,660,000
28 28592 B737-800 CFM56-7B26 174,200 Narrowbody 05/01/1999 Royal Air Maroc Stage III 41,130,000
29 28570 B737-300 CFM56-3C1 139,500 Narrowbody 03/27/1998 SATA--Air Acores Stage III 28,240,000
30 49501 MD82 JT8D-217A 149,500 Narrowbody 10/29/1987 Spanair Stage III 18,950,000
31 49509 MD82 JT8D-217A 149,500 Narrowbody 08/14/1989 Spanair Stage III 20,290,000
32 49519 MD82 JT8D-217A 149,500 Narrowbody 12/01/1990 Spanair Stage III 21,630,000
33 49578 MD83 JT8D-219 160,000 Narrowbody 03/16/1988 Spanair Stage III 20,150,000
34 49507 MD82 JT8D-217A 149,500 Narrowbody 11/29/1987 Spanair Stage III 18,900,000
35 26208 B767-300ER PW4060 407,990 Widebody 09/08/1994 TWA (American Airlines)Stage III 63,920,000
36 28671 B737-300 CFM56-3C1 139,500 Narrowbody 11/18/1997 VARIG Stage III 27,770,000
37 28584 B737-700 CFM56-7B24 154,500 Narrowbody 12/28/1998 VARIG Stage III 31,790,000
38 1152 A320-200 CFM56-5B4 169,754 Narrowbody 02/03/2000 Volare Stage III 43,955,000
39 30110 B767-300ER CF6-80C2B7F 411,990 Widebody 12/15/1999 Aeroflot Stage III 84,390,000
-------------
1,521,214,000
=============
</Table>
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VI. COVENANTS
This report has been prepared for the exclusive use of LIFT and shall
not be provided to other parties by MBA without the express consent of LIFT. MBA
certifies that this report has been independently prepared and that it fully and
accurately reflects MBA's opinion as to the Current Adjusted Base Value. MBA
further certifies that it does not have, and does not expect to have, any
financial or other interest in the subject or similar aircraft.
This report represents the opinion of MBA as to the Current Adjusted
Base Value of the subject aircraft and is intended to be advisory only, in
nature. Therefore, MBA assumes no responsibility or legal liability for any
actions taken, or not taken, by LIFT or any other party with regard to the
subject aircraft. By accepting this report, all parties agree that MBA shall
bear no such responsibility or legal liability.
This report has been prepared by:
Bryson P. Monteleone
Director of Operations
Reviewed by:
Morten S. Beyer, Appraiser Fellow
Chairman & CEO
ISTAT Certified Senior Appraiser
May 15, 2001
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