As filed with the Securities and Exchange Commission on October 31, 2000
Registration Statement No. 333-56575
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

MORGAN STANLEY AIRCRAFT FINANCE
(Exact Name of Registrant as Specified in Its Charter)

Delaware 7359 13-3375162
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)

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Morgan Stanley Aircraft Finance Wilmington Trust Company
c/o Wilmington Trust Company 1100 North Market Street
1100 North Market Street Rodney Square North
Rodney Square North Wilmington, Delaware 19890-1000
Wilmington, Delaware 19890-1000 Attention: Corporate Trust
Attention: Corporate Trust Administration Administration
(302) 651-1000 (302) 651-1000
(Address, Including Zip Code, and Telephone Number, (Name, Address, Including Zip Code, and Telephone
Including Area Code, of Registrant's Principal Executive Number, Including Area Code, of Agent For Service)
Offices)

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Copy to:
Keith L. Kearney, Esq.
Davis Polk & Wardwell
99 Gresham Street
London EC2V 7NG
England

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Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement becomes
effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum Amount of
Amount to Be Offering Price Aggregate Registration
Title of Each Class Registered(1) Per Note(2) Offering Price(2) Fee(3)
of Securities to be Registered

Notes due March 15, 2023.......... $650,000,000 100% $650,000,000 $171,600
Notes due March 15, 2025.......... $1,310,000,000 100% $1,310,000,000 $345,840

- ----------

(1) Initial aggregate principal amount.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933.

(3) The Registration Fee was previously paid when the Securities were
originally registered.

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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

================================================================================

EXPLANATORY NOTE

This Registration Statement contains a prospectus relating to the exchange
offer for up to $1,310,000,000 of our outstanding notes (consisting of
$580,000,000 aggregate initial principal amount of our subclass A-3 notes due
March 15, 2025, $200,000,000 aggregate initial principal amount of our subclass
A-4 notes due March 15, 2025, $400,000,000 aggregate initial principal amount of
our subclass A-5 notes due March 15, 2025, $75,000,000 aggregate initial
principal amount of our subclass B-2 notes due March 15, 2025 and $55,000,000
aggregate initial principal amount of our subclass C-2 notes due March 15, 2025)
and as such contains all of the information required for registration statements
on Form S-4 for exchange offers. This Registration Statement also contains
separate prospectus pages relating to certain market-making transactions in the
notes which are being offered in the exchange offer as well as the $650,000,000
aggregate initial principal amount of our outstanding subclass A-2, subclass
B-1, subclass C-1 and subclass D-1 notes due March 15, 2023. The complete
prospectus for the exchange offer follows immediately after this Explanatory
Note. Following such prospectus are certain pages of the prospectus relating to
the market-making transactions, including an alternate cover page, an alternate
page including the "Table of Contents", a section entitled "Certain Risk Factors
- -- Trading Market for the Notes" to be used in lieu of "Certain Risk Factors --
Risks Relating to the Capital Markets -- Absence of Public Market" section and
an additional section entitled "Market-Making Activities of Morgan Stanley & Co.
Incorporated".

PROSPECTUS

$1,310,000,000

Initial Principal Amount
Offer to Exchange Notes due March 15, 2025
for Any and All Outstanding Notes due March 15, 2025
of
Morgan Stanley Aircraft Finance

The Exchange Offer will expire at 5:00 P.M., New York City time, [on the
20th business day following the commencement of the Offer], unless extended.

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Morgan Stanley Aircraft Finance is offering to exchange five subclasses of
new notes for corresponding subclasses of issued and outstanding restricted
notes of Morgan Stanley Aircraft Finance that we previously offered and sold to
investors on a basis exempt from registration under the Securities Act of 1933,
as amended, by virtue of Section 4(2) and Rule 144A thereunder. The terms of the
new notes are identical to the restricted notes except that the new notes will
be registered under the Securities Act of 1933, as amended.

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The restricted notes were listed on the Luxembourg Stock Exchange on March 15,
2000. The new notes will be listed on the Luxembourg Stock Exchange when they
are issued.

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Investing in the new notes involves risks. See "Risk Factors" beginning on
Page 15.

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The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

, 2000

TABLE OF CONTENTS

Page
----
Summary......................................................................1
Overview of MSAF.............................................................9
Risk Factors................................................................15
The Exchange Offer..........................................................28
MSAF's Performance Assumptions..............................................34
The Portfolio...............................................................50
Appraisals.............................................................50
Portfolio Information..................................................52
MSAF Group Portfolio Analysis..........................................57
Description of the Aircraft............................................59
Acquisition of Additional Aircraft.....................................60
The Leases.............................................................60
The Commercial Aircraft Industry............................................63
Operating Leases............................................................67
MSAF Group..................................................................70
Management of MSAF Group....................................................71
Selected Consolidated Financial Information.................................80
Unaudited Pro Forma Consolidated Financial
Information............................................................81
Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................84
Recent Developments....................................................99
Description of the Notes...................................................102
General...............................................................102
Payments and Distributions............................................103
Payment of Principal and Interest.....................................103
Indenture Covenants...................................................117
Operating Covenants...................................................128
Events of Default and Remedies........................................133
Intercreditor Rights..................................................136
Modification and Waiver...............................................136
Notices to Noteholders................................................136
Governing Law and Jurisdiction........................................137
Beneficial Interest...................................................137
The Accounts..........................................................138
Reports to Noteholders.....................................................140
Book-Entry Registration, Global Clearance and
Settlement............................................................148
Taxation...................................................................152
ERISA Considerations.......................................................154
Plan of Distribution.......................................................156
Legal Matters..............................................................157
Listing and General Information............................................157
Experts....................................................................157
Appendix 1. MSAF Cash Flow Performance
for the Period from March 15, 2000 to October 15, 2000.................A-1-1
Appendix 2. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Twelve
Month Period from December 1, 1998 to November 30, 1999................A-2-1
Appendix 3. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Three Month
Period from December 1, 1999 to February 29, 2000......................A-3-1
Appendix 4. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Three Month
Period from March 1, 2000 to May 31, 2000..............................A-4-1
Appendix 5. Extract from Cash Analysis of Financial Condition
and Results of Operations for the Three Month Period from
June 1, 2000 to August 31, 2000........................................A-5-1
Appendix 6. Monthly Lease Rentals under the Base Case....................A-6-1
Appendix 7. Assumed Portfolio Values.....................................A-7-1
Appendix 8. Class A Class Percentages....................................A-8-1
Appendix 9. Class B Class Percentages....................................A-9-1
Appendix 10. Class C Target Principal Balances..........................A-10-1
Appendix 11. Class D Target Principal Balances..........................A-11-1
Appendix 12. Pool Factors...............................................A-12-1
Appendix 13. Extended Pool Factors......................................A-13-1
Index to Consolidated Financial Statements.................................F-1
Index of Defined Terms.....................................................1-1

AVAILABLE INFORMATION

Morgan Stanley Aircraft Finance ("MSAF," and together with its
subsidiaries, "MSAF group") will be subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended, upon the
effectiveness of this Registration Statement and in accordance therewith will
file reports, proxy statements and other information with the Securities and
Exchange Commission. Any reports and other information filed by MSAF with the
Securities and Exchange Commission may be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
will also be available for inspection and copying at the regional offices of
the Securities and Exchange Commission located at 7 World Trade Center, New
York, New York 10048 and at Northwestern Atrium Center, 500 West Madison
Street (Suite 1400), Chicago, Illinois 60661 at prescribed rates. The
Securities and Exchange Commission maintains a Web site (http://www.sec.gov)
that contains reports and other information, including the registration
statement (of which this prospectus is a part) filed by MSAF.

MSAF has filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 under the Securities Act of 1933, as amended, with respect
to all of MSAF's outstanding notes, including the notes being offered by this
prospectus. This prospectus does not contain all the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain
portions of which have been omitted as permitted by the rules and regulations of
the Securities and Exchange Commission. For further information with respect to
MSAF and the securities offered by this prospectus, reference is made to the
Registration Statement and the exhibits filed or incorporated as a part thereof,
which are on file at the offices of the Securities and Exchange Commission and
may be obtained upon payment of the fee prescribed by the Securities and
Exchange Commission, or may be examined without charge at the offices of the
Securities and Exchange Commission. Statements contained in this prospectus as
to the contents of any documents referred to are not necessarily complete, and,
in each such instance, are qualified in all respects by reference to the
applicable documents filed with the Securities and Exchange Commission.

The new notes will be listed on the Luxembourg Stock Exchange upon
issuance, subject only to notice of issuance. The constitutive documents of MSAF
and the legal notice relating to the issuance of the notes will be deposited
with the Registrar of the District Court in Luxembourg (Greffier en Chef du
Tribunal d'Arrondissement de et a Luxembourg) where such documents will be
available for inspection and where such documents will be obtainable upon
request. Copies of the prospectus, the annual report of independent public
accountants and the reports to noteholders referred to under "Reports to
Noteholders" will be available at the office of the listing agent in Luxembourg:
Banque Internationale a Luxembourg, 69, route d'Esch, L-1470 Luxembourg.
Financial information regarding MSAF will be included in MSAF's quarterly
reports on Form 10-Q, annual reports on Form 10-K and monthly and other interim
reports on Form 8-K and will be available at the office of the listing agent in
Luxembourg after the respective reports are filed with the Securities and
Exchange Commission.

SUMMARY

You should read the following summary together with the more detailed
information regarding MSAF and the notes and the financial statements (including
the notes to the financial statements) and cash reports appearing elsewhere in
this prospectus. In this prospectus "we", "us", "our", and similar terms refer
to MSAF and its subsidiaries, except where it is clear that such term means only
MSAF.

The Exchange Offer

On March 15, 2000 we issued $1,310 million in aggregate principal amount of
restricted notes in five subclasses: subclass A-3, subclass A-4, subclass A-5,
subclass B-2 and subclass C-2. We refer to these notes in this prospectus as
"restricted notes". Because we originally issued the restricted notes under an
exemption from registration under the Securities Act, the restricted notes
contain transfer restrictions. We are now offering to exchange the "new notes"
for the restricted notes. The new notes will not contain these transfer
restrictions and may be transferred as we describe under "-- Consequences of
Exchanging the Restricted Notes in the Exchange Offer". Otherwise, the terms of
the new notes and restricted notes are identical, except for registration rights
and special interest provisions relating to the restricted notes.

In addition to the notes we are offering to exchange, we have outstanding
$650 million in aggregate principal amount of notes in four subclasses: subclass
A-2, subclass B-1, subclass C-1 and subclass D-1. These "old notes" are not the
subject of the exchange offer but are nonetheless described in this prospectus.
We refer to all of the outstanding notes of MSAF in this prospectus as the
"notes".

The exchange offer will expire at 5:00 p.m., New York City time, [on the
20th business day following the commencement of the Offer], unless we extend
it. At any time before the expiration date, you may withdraw any restricted
notes that you have tendered in the exchange offer. If we or the exchange agent
do not accept any restricted notes that you have tendered, we or the exchange
agent will return the restricted notes to you without expense as soon as is
practicable after the exchange offer has expired or has been terminated.

Neither you nor MSAF will recognize any income, gain or loss for U.S.
federal income tax purposes because you exchange your restricted notes.

You should refer to "The Exchange Offer" below for more details about the
procedures for tendering the restricted notes and the other terms of the
exchange offer.

Consequences of Exchanging Restricted Notes in the Exchange Offer

Based upon interpretations contained in letters issued to third parties by
the staff of the Securities and Exchange Commission, we believe that any holder
of restricted notes, other than a broker-dealer or any holder which is an
affiliate of MSAF within the meaning of Rule 405 under the Securities Act which
exchanges its restricted notes for new notes in the exchange offer may offer
such new notes for resale, may resell such new notes, or transfer such new notes
without compliance with the registration and prospectus delivery provisions of
the Securities Act if:

o the holder acquires the new notes in the ordinary course of the
holder's business; and

o the holder has no arrangement or understanding with any person to
participate in the distribution of the new notes.

If you wish to accept the exchange offer, you must represent to us in the
letter of transmittal that the two conditions described above have been met.

If you wish to accept the exchange offer, you must also make the following
representations:

o If you are not a broker-dealer, you must represent that you are not
participating in the distribution of the new notes and that you do not
intend to participate in the distribution.

o If you are a broker-dealer who will not receive new notes for your own
account, you must represent that neither you nor any person for whom
you receive the new notes is participating in the distribution and
that neither you nor any such person intends to participate in the
distribution.

o If you are a broker-dealer who will receive new notes for your own
account, you must represent that you acquired the restricted notes
tendered by you in your market-making or other trading activities. You
must also acknowledge that you will deliver a prospectus if you resell
the new notes. By making this acknowledgment and delivering a
prospectus, you will not be deemed to admit that you are an
underwriter within the meaning of the Securities Act.

To comply with the securities laws of certain states or other
jurisdictions, it may be necessary to qualify for sale or register the new notes
prior to offering or selling such new notes. We have agreed to register or
qualify the new notes held by broker-dealers for offer or sale under the
securities or blue sky laws of such jurisdictions as any holder of the
restricted notes reasonably requests in writing. Unless a holder requests
registration or qualification, we do not intend to take any action to register
or qualify the new notes for resale in any such jurisdictions.

If you do not exchange your restricted notes for new notes in the exchange
offer, your restricted notes will continue to be subject to the restrictions on
transfer contained in the legend on the restricted notes. Please refer to "Risk
Factors -- Consequences of Failure to Exchange" for a description of these
restrictions.

Summary Description of the Notes

The following table summarizes certain of the principal terms of all our
outstanding notes. Information in this table is based on what we refer to as our
"Base Case", which is the scenario in which our current assumptions regarding
MSAF's performance, as discussed under "MSAF's Performance Assumptions", prove
to be correct. You should note that the Base Case does not refer to any
"Assumptions" that we have previously disclosed. You should refer to Appendices
1, 2 and 3 to this prospectus for more detailed information regarding our
historical cash flow performance. You should note that appraised values will
fluctuate and that actual revenues may be significantly lower than assumed
revenues, with corresponding effects on the information set forth below. See
"MSAF's Performance Assumptions". For purposes of calculating ratios in this
table we have used amounts assumed under the Base Case for the 12 months ending
March 15, 2001.

Subclass Subclass Subclass Subclass Subclass
A-2 A-3 A-4 A-5 B-1
Notes Notes Notes Notes Notes
----- ----- ----- ----- -----

Aggregate
Principal
Amount as of
March 15,
2000.............. $224,684,850 $580,000,000 $200,000,000 $400,000,000 $89,715,098
Ratings
Standard &
Poor's............ AA AA AA AA A
Moody's........... Aa2 Aa2 Aa2 Aa2 A2
Fitch............. AA AA AA AA A
Interest Rate....... LIBOR +0.35% LIBOR +0.52% LIBOR+0.54% LIBOR+0.58% LIBOR+0.65%
Initial Loan to 66.1% 66.1% 66.1% 66.1% 73.8%
Value(1)............
Initial Loan to
Assumed
First Year's
Net Revenue
(1)(2)............ 6.46x 6.46x 6.46x 6.46x 7.22x
Assumed Interest
Coverage
Ratio(2)(3)....... 2.42x 2.42x 2.42x 2.42x 2.05x
Assumed Debt
Service
Coverage
Ratio(2)(4)....... 1.65x 1.65x 1.65x 1.65x 1.62x
Expected
Weighted
Average Life
(Years)........... 3.1 2.0 3.0 4.8 6.7
Expected
Principal
Amortization April 15, March 15, March 15, April 15, April 15,
Period(5)......... 2000 2002 2003 2000 2000
September 15, June 15, March 15,
2005 2008 2013

Final Maturity Date. March 15, March 15, March 15, March 15, March 15,
2023 2025 2025 2025 2023

Subclass Subclass Subclass Subclass
B-2 C-1 C-2 D-1
Notes Notes Notes Notes

Aggregate
Principal
Amount as of
March 15,
2000.............. $75,000,000 $99,876,807 $55,000,000 $110,000,000
Ratings
Standard &
Poor's............ A BBB BBB BB
Moody's........... A2 Baa2 Baa2 Ba2
Fitch............. A BBB BBB BB
Interest Rate....... LIBOR+1.05% 6.90% 9.60% 8.70%
Initial Loan to 73.8% 81.1% 81.1% 86.3%
Value(1)............
Initial Loan to
Assumed
First Year's
Net Revenue
(1)(2)............ 7.22x 7.93x 7.93x 8.44x
Assumed Interest
Coverage
Ratio(2)(3)....... 2.05x 1.78x 1.78x 1.65x
Assumed Debt
Service
Coverage
Ratio(2)(4)....... 1.62x 1.60x 1.60x 1.60x
Expected
Weighted
Average Life
(Years)........... 6.8 8.6 14.1 10.1
Expected
Principal
Amortization September 15, April 15, June 15, April 15,
Period(5)......... 2000 2000 2002 2000
March 15, March 15, October 15, March 15,
2007 2013 2016 2014

Final Maturity Date. March 15, March 15, March 15, March 15,
2025 2023 2025 2023

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(1) "Initial Loan to Value" represents the initial aggregate principal amount
of each subclass of notes, plus the initial aggregate principal amount of
any other subclass of MSAF's notes that ranks equally or senior in priority
of payment ("Initial Loan"), expressed as a percentage of the aggregate
appraised value (as of November 30, 1999) of the aircraft plus the sum of
(i) $43.1 million, the amount of cash that we expect to hold as of the
closing date (which includes amounts relating to cash security deposits of
$7.1 million which may be required to be reimbursed to lessees), plus (ii)
$82.1 million, the amount that we expect to be available to be drawn under
eligible credit facilities on the closing date (which includes amounts
relating to cash security deposits of $32.1 million which may be required
to be reimbursed to lessees).

(2) "First Year's Net Revenue" means our lease rentals less our swap costs,
aircraft operating expenses and SG&A.

(3) "Interest Coverage Ratio" means First Year's Net Revenue expressed as a
ratio of First Year's Interest. "First Year's Interest" means (i) the
interest payable on each subclass of notes and each subclass that ranks
equally with such subclass, plus (ii) the interest and minimum principal
payments payable on each subclass of notes that ranks senior in priority of
payment to the relevant subclass of notes.

(4) "Debt Service Coverage Ratio" means First Year's Net Revenue expressed as a
percentage of First Year's Interest and Minimum and Scheduled Principal.
"First Year's Interest and Minimum and Scheduled Principal" means (i) the
interest and minimum and scheduled principal payments on each subclass of
notes, plus (ii) the interest and minimum and scheduled principal payments
assumed to be payable on each subclass of notes that under the priority of
payments are equal or senior in priority of payment with or to the interest
and minimum and scheduled principal payments on the relevant subclass of
notes.

(5) "Expected Principal Amortization Period" means the period from the date on
which we expect principal amortization to begin to the expected final
payment date for each subclass of notes.

Ratings of the Notes

The ratings of the notes address the likelihood of the timely payment of
interest and the ultimate payment of principal and premium, if any, on the
notes. In addition, the rating agencies have not rated MSAF's ability to pay
step-up interest or principal in full on the subclass A-3, A-4 and B-2 notes on
the expected final payment date or on any other date prior to the final maturity
date. The ratings assigned to the notes do not address the effect of any
imposition of any withholding tax on any payments under the leases, the notes or
otherwise. See "Risk Factors -- Tax Risks."

A rating is not a recommendation to buy, sell or hold notes because the
ratings do not address market price or suitability for a particular investor and
may be subject to revision, suspension or withdrawal at any time by the
assigning rating agency. If a rating agency lowers, suspends, or withdraws its
rating of any subclass of the notes no person or entity has any obligation to
support MSAF's obligations under the notes in any way.

The notes we are issuing in this offering will rank equally in right of
payment and interest with the corresponding classes of our outstanding notes.
For more information regarding all our outstanding notes, see "-- Summary
Description of the Notes" above.

THE NOTES

We have summarized the terms of the notes below.

Payment Dates........... We must pay interest monthly in arrears on the
fifteenth day of each month. If the fifteenth day of
a month is not a business day, the relevant payment
date will be the next business day. By business day,
we mean a day on which a bank may deal in U.S. dollar
deposits in the London inter-bank market and
commercial banks and foreign exchange markets are
open in New York and London.

Record Date............. The record date is the close of business on the day
that is 15 calendar days prior to the payment date.

Calculation of Interest. For the purpose of calculating the interest rate
payable on the notes, Bankers Trust Company as
reference agent will determine LIBOR for the relevant
monthly period two business days before the payment
date on which the monthly period begins.

We will calculate accrued interest on outstanding
principal balances and other amounts on which we must
pay interest as of the fourth business day before the
monthly period begins.

Accrued and Unpaid
Interest ............... Any accrued interest that, as a result of the
allocation of our available cash collections, we do
not pay on any payment date will bear interest at the
then current interest rate for the applicable
subclass of notes.

Sources of Note
Payments ............... Our only sources of payments for the notes and our
other obligations are:

o the payments made by the lessees under the leases;

o amounts drawn under any credit or liquidity
enhancement facility;

o proceeds from any sales of our assets;

o net payments to us under our swap agreements and
other hedging instruments;

o interest earned on investments of our cash
balances; and

o net cash proceeds received from the sale of
refinancing notes.

We will make payments on the notes only to the extent
of our available cash on each payment date remaining
after paying expenses and satisfying other
requirements which are described under "Description
of the Notes -- Payment of Principal and Interest --
Priority of Payments".

Security for Our
Obligation ............. Although neither the security trustee nor the
noteholders have any mortgage or other security
interest in the aircraft, we have granted to the
security trustee, as security for our various
obligations (including under our notes), a security
interest in:

o the equity in our subsidiaries;

o the interests of all MSAF group members in the
leases;

o our intercompany loans to our subsidiaries;

o our cash balances; and

o investments made with our cash balances.

ILFC Facility........... ILFC has agreed to make loans to us from time to time
in an amount up to $20 million plus the aggregate
amount of cash security deposits held by ILFC for our
benefit at the time.

MSDW Facility........... MSDW has agreed to make loans to us from time to time
in an amount up to $30 million.

Principal Payments...... We have determined the expected principal payments on
the notes based on, among other things, assumptions
regarding principally:

o the timing and amount of payments under our current
leases and leases we may enter into in the future;

o the terms of future leases;

o the amount of operating costs incurred in the
ordinary course of the operating lease business;
and

o our ability to timely refinance the subclass A-3,
A-4 and B-2 notes.

It is unlikely that actual experience in the future
will correspond to these assumptions, therefore the
timing and amount of our principal payments on each
subclass of notes will likely vary from the expected
principal payments.

Step-Up Interest........ If we do not repay the subclass A-3, A-4 or B-2 notes
on or before their expected final payment dates, we
will pay additional interest of 1.00% per annum on
the subclass A-3 and A-4 notes and 1.50% per annum on
the subclass B-2 notes, until such notes are repaid
in full. Such payments of step-up interest with respect
` to the subclass A-3, A-4 or B-2 notes:

o will be subordinated to certain other obligations
we have, including making scheduled principal
payments on all the notes; and

o will not be rated by the rating agencies.

Refinancing of the
Notes .................. We may refinance any subclass of the notes by
issuing refinancing notes. Such refinancing notes
will rank equally, including terms of priority of
payment and security, with the subclass of notes that
were refinanced.

Redemption.............. On any payment date, we may redeem any subclass of
notes out of any amounts other than available
collections (including proceeds from refinancing
notes or from third parties), in whole or in part, at
the applicable redemption price. In the case of such
an optional redemption, the redemption price of the
subclass A-2, A-3, A-4, A-5, B-1 and B-2 notes will
be the outstanding principal balance of the subclass
being redeemed multiplied by the redemption premium
set out in the table below. The redemption price of
the subclass C-1 and subclass C-2 notes will be the
higher of the discounted present value of Scheduled
Principal Payment Amounts of the subclass C-1 and
subclass C-2 notes and interest from the redemption
date to the applicable expected final payment date,
discounted at the applicable Treasury yield plus
1.00% or the outstanding principal balance on the
redemption date. The redemption price in respect of
a redemption of the subclass D-1 notes occurring
before March 15, 2003 will be the higher of the
discounted present value of Scheduled Principal
Payment Amounts of the subclass D-1 notes and
interest through, but not including March 15, 2003,
plus the product of the applicable redemption premium
set out in the table below and the assumed outstanding
principal balance for March 15, 2003 discounted at a
rate equal to the Treasury yield plus 1.00% or the
outstanding principal balance on the redemption date.
The redemption price in respect of a redemption of
the subclass D-1 notes occurring on or after March
15, 2003 will be the outstanding principal balance
being redeemed multiplied by the redemption premium
set out in the table below.

Redemption Premium
--------------------------------------------------------------------------------------
Subclass Subclass Subclass Subclass Subclass Subclass Subclass
A-2 A-3 A-4 A-5 B-1 B-2 D-1
Redemption Date Notes Notes Notes Notes Notes Notes Notes
- --------------- ----- ----- ----- ----- ----- ----- -----

On or after March 15, 2000.. 101.00% 101.00% 101.50% 101.50% 102.00% 101.75% --
On or after March 15, 2001.. 100.50% 100.50% 101.00% 101.00% 101.50% 101.50% --
On or after March 15, 2002.. 100.00% 100.00% 100.50% 100.75% 101.00% 101.25% --
On or after March 15, 2003.. -- -- 100.00% 100.50% 100.50% 101.00% 105.25%
On or after March 15, 2004.. -- -- -- 100.25% 100.00% 100.75% 104.50%
On or after March 15, 2005.. -- -- -- 100.00% -- 100.50% 103.75%
On or after March 15, 2006.. -- -- -- -- -- 100.25% 103.00%
On or after March 15, 2007.. -- -- -- -- -- 100.00% 102.25%
On or after March 15, 2008.. -- -- -- -- -- -- 101.50%
On or after March 15, 2009.. -- -- -- -- -- -- 100.75%
On or after March 15, 2010.. -- -- -- -- -- -- 100.00%
On or after March 15, 2011.. -- -- -- -- -- -- --

On each payment date, we must redeem subclasses of
notes to the extent there are available collections
remaining at the levels in the order of priorities
at which we are required to make a principal
payment on that subclass of notes. In the case of a
redemption from available collections, the
redemption price of the subclass A-2, A-3, A-4,
A-5, B-1 and B-2 notes will be the outstanding
principal balance of the subclass being redeemed.
The redemption price of the subclass C-1, C-2 and
D-1 notes will be the same as the optional
redemption price described above.

On any payment date, we may redeem each subclass of
notes, in whole but not in part, if certain adverse
tax events affecting MSAF occur at the redemption
price plus accrued and unpaid interest. In the case
of a

redemption for taxation purposes, the redemption
price will be the outstanding principal balance
of the subclass being redeemed.

If we redeem any subclass of notes in part, we will
apply the redemption price proportionally to the
notes of each holder of that subclass.

Operating Covenants...... Our operating covenants require that we maintain
diversification of our portfolio by imposing
restrictions on our asset, lessee and regional
concentrations. We may vary from these
concentration restrictions with the approval of the
rating agencies.

Service Providers........ For a full description of the services provided by
ILFC, as servicer, Bankers Trust Company, as cash
manager, Cabot Aircraft Services Limited, as
administrative agent and Morgan Stanley & Co.
Incorporated, as financial advisor, see "Management
of MSAF Group -- Corporate Management".

Withholding Tax.......... We have no obligation to make any additional
payments on the notes for any withholding or
deduction from payments on the notes that must be
made under applicable law. If we are required to
make any withholding or deduction on the notes and
we do not redeem the notes, we will reduce the net
amount of interest paid on the notes by the amount
of such withholding or deduction. Also, none of our
subsidiaries has an obligation under any
intercompany loan to make any additional payment
for any withholding or deduction that they must
make under applicable law from payments on these
intercompany loans.

Ratings of the Notes..... The notes have received the ratings shown on page 3
from Standard & Poor's Ratings Group, a division of
The McGraw-Hill Companies, Inc. ("Standard &
Poor's"), Moody's Investors Service, Inc.
("Moody's") and Fitch ("Fitch", as successor to
Duff & Phelps Credit Rating Co. ("DCR"), following
the merger of Fitch IBCA and DCR) for each subclass
of notes.

Listing.................. We intend to list the new notes on the Luxembourg
Stock Exchange in accordance with its rules, and we
expect that the new notes will be eligible for
trading in the PORTAL market. The old notes and
the restricted notes have been listed on the
Luxembourg Stock Exchange and are eligible for
trading in the PORTAL market. See "Listing and
General Information".

Denomination............. Each subclass of notes will be available for
purchase in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof.
See "Description of the Notes -- General".

Overview of MSAF

You should read the following summary together with the more detailed
information regarding MSAF appearing elsewhere in this prospectus.

Morgan Stanley Aircraft Finance is a special-purpose Delaware business
trust established in October 1997 to purchase and own a portfolio of aircraft.
One hundred per cent of the equity in MSAF is held indirectly by Morgan Stanley
Dean Witter & Co. ("MSDW"). MSAF is governed by seven trustees, including four
controlling trustees who are officers of an affiliate of MSDW, two independent
trustees and one Delaware trustee. For more information regarding the governance
of MSAF, see "Management of MSAF Group". We have taken steps to structure MSAF
to ensure that our assets are not consolidated with MSDW's or any of its
affiliates' assets or otherwise become available to MSDW's or any of its
affiliates' creditors in any bankruptcy or insolvency proceeding involving MSDW.
See "Risk Factors -- Bankruptcy Risks".

Acquisitions. We initially acquired 32 aircraft and one engine from
International Lease Finance Corporation ("ILFC") pursuant to an agreement dated
November 10, 1997. On May 19, 1999, an indirect wholly owned subsidiary of MSDW
acquired two aircraft from an affiliate of GE Capital Corporation for $9.05
million. This purchase price was determined following negotiations between the
parties. On August 6, 1999, certain other indirect wholly owned subsidiaries of
MSDW agreed to acquire 27 aircraft from ILFC at a cost of $1,032 million. This
purchase price was determined following negotiations between the parties. All of
these aircraft have since been delivered by ILFC. On March 15, 2000, we acquired
28 of these 29 aircraft. We acquired the remaining aircraft on May 1, 2000. The
total appraised value of the 29 aircraft as November 30, 1999 was $1,047.8
million. The purchase price that we paid to the MSDW subsidiary for the 29
aircraft was $954.8 million, $876.8 million of which we paid in cash and $78.0
million of which was a capital contribution from the MSDW subsidiary.

The Portfolio. Our total portfolio now comprises 61 aircraft and one
engine. The aggregate appraised value of this portfolio was $2,000.9 million as
of November 30, 1999, and was $1,911.2 million as of September 30, 2000. Based
on the appraised values as of November 30, 1999 and as of September 30, 2000, no
one aircraft accounts for more than 5% of our portfolio. As of October 1, 2000,
we had 61 lease contracts in effect with 41 lessees based in 25 countries and
one aircraft off-lease. The off-lease aircraft was undergoing maintenance work.
As of October 1, 2000, one of the aircraft under one of the lease contracts had
not been delivered to the respective Lessee. As of October 1, 2000, the weighted
average remaining contracted lease term of the portfolio (weighted by appraised
values as of November 30, 1999 and without giving effect to purchase options or
extension options) was 34 months, or 35 months when weighted by appraised values
as of September 30, 2000. The longest lease is scheduled to expire in May 2010.
Therefore, we will be required to re-lease each of the aircraft one or more
times prior to the final maturity date for the notes. See "Risk Factors --
Leasing Risks -- We May Not be Able to Re-lease Aircraft".

Certain of our lessees are in a weak financial condition and face or have
recently faced serious financial difficulties. As of October 1, 2000, five of
our lessees were in arrears. The eight aircraft on lease to these lessees
represented 11.6% of the portfolio by appraised value as of November 30, 1999,
or 11.4% of the portfolio by appraised value as of September 30, 2000. The total
amount of rental payments, maintenance reserves and other amounts that were in
arrears with respect to these five lessees was $3.5 million. This amount
represents 1.5% of our assumed annual lease rental payments for the next year.
We hold security deposits of $3.7 million against these arrears. The weighted
average number of days past due of such arrears was 52 days. In January 2000,
one lessee of two A320-200 aircraft agreed to restructure rental and maintenance
arrears amounting to $1.4 million. These arrears are scheduled to be repaid
commencing in June 2000. As of October 1, 2000, all of these restructured
payments were due but unpaid. MSAF group holds security deposits of $1.0 million
against this lessee's arrears. See "Risk Factors -- Leasing Risks -- Risk of
Lessees in Weak Financial Condition". For more information regarding the
appraised values as of September 30, 2000, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Recent Developments
- -- Annual Appraisals for 2000."

Servicer. ILFC acts as servicer for our portfolio. Among other things, ILFC
markets the portfolio for lease or sale and monitors lessee compliance with
lease payment, maintenance and insurance terms. For a full description of the
servicing agreement with ILFC, see "Management of MSAF Group -- The Servicer".

Additional Aircraft and Debt Issuances. We intend to acquire additional
aircraft from various sellers in the future. Such aircraft may be serviced by
parties other than ILFC. We will finance acquisitions of additional aircraft
with external funds, including issuing subclasses of debt securities in up to
four classes (class A, class B, class C and class D) that will rank equally in
right of payment of principal and interest with the corresponding subclasses of
outstanding notes. Any acquisition of additional aircraft and issuance of
additional notes will be subject to various conditions under the indenture,
including confirmation from the rating agencies that the acquisition and related
issuance of additional notes will not result in the lowering or withdrawal of
their ratings of the notes then outstanding.

The Portfolio

The following charts summarize certain features of our portfolio as of
October 1, 2000. All percentages have been calculated by reference to the
appraised value of the portfolio as of November 30, 1999.

Type of Aircraft

[GRAPHIC OMITTED] (Pie chart showing composition of portfolio by type of
aircraft)

Boeing 66.76% Airbus 30.21% Other 3.03%
- ------------------ ----------------- --------------
B737-300 9.69% A300-600R 4.86% Engine 0.28%
B737-300F 0.99% A310-300 3.63% F50 0.62%
B737-400 10.29% A320-200 9.21% F70 2.13%
B737-500 2.05% A321-100 3.93%
B747-300B 2.45% A330-300 4.00%
B747-400 4.87% A340-300 4.58%
B757-200ER 15.08%
B767-200ER 1.47%
B767-300ER 15.04%
MD-82 0.89%
MD-83 3.94%

- ------
Note: Boeing includes McDonnell Douglas Corporation.

Aircraft Size (by number of seats)

[GRAPHIC OMITTED] (Pie chart showing composition of portfolio of aircraft size
(number of seats).)

Widebody 40.88% Other 1.27% Turboprop 0.62% Narrowbody 57.23%
- ---------------- ------------ ---------------- ------------------
241-350 20.13% Other 1.27% <50 0.62% 121-170 26.87%
351+ 20.76% 171-240 28.23%

Year of Manufacture

[GRAPHICS OMITTED]
(Bar chart showing composition of portfolio by year of manufacture.)

Lessee Region

[GRAPHICS OMITTED]
(Pie chart showing composition of portfolio by region in which lessees based.)

Europe and Latin Off-
North America Pacific Asia Middle East America Other lease Europe
15.44% 11.34% 16.45% 7.75% 5.01% 15.60% 0.99% 27.41%

Developed Off-Lease Emerging Other
54.19% 0.99% 29.22% 15.60%

Individual Lessees

[GRAPHIC OMITTED]
(Pie chart showing composition of portfolio by individual lessee.)

Overview of Priority of Payments

The following chart summarizes the order of priority of payments on the
notes, the beneficial interest and other obligations of MSAF group. This is
described in more detail in "Description of the Notes -- Payment of Principal
and Interest -- Priority of Payments."

RISK FACTORS

The risks and uncertainties described below are not the only ones facing
MSAF or the notes. Additional risks and uncertainties that we are not aware of
at present, or that we believe today are immaterial, may also impair our
business operations or the notes. Investors should read and carefully consider,
among other things, the following factors prior to accepting the exchange offer
or investing in the notes.

If any of the following risks actually occur, we may not be able to make
the required payments on the notes. In addition, it is possible that the rental
payments under the leases may not be adequate to make the required payments on
the notes.

This prospectus also contains forward-looking statements that involve risks
and uncertainties. In most cases, you can identify forward-looking statements by
terminology such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of such terms or similar terminology. Our actual results could differ materially
from those anticipated in these forward-looking statements. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined below.

All information presented below is as of October 1, 2000. For significant
developments since that date, you should read "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Recent
Developments."

Consequences of Failure to Exchange

Holders of restricted notes who do not exchange their restricted notes for
new notes pursuant to the exchange offer will continue to be subject to the
restrictions on transfer of their restricted notes as set forth in the legends
thereon. In general, the restricted notes may not be offered or sold, unless
they are registered under the Securities Act or are offered or sold pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. MSAF does not intend to register the
restricted notes under the Securities Act.

MSAF believes that, based upon interpretations contained in letters issued
to third parties by the staff of the Securities and Exchange Commission, new
notes issued pursuant to the exchange offer in exchange for restricted notes may
be offered for resale, resold or otherwise transferred by each holder thereof
(other than a broker-dealer, as set forth below, or any such holder which is an
"affiliate" of MSAF within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act provided that such new notes are acquired in the ordinary
course of the holder's business and the holder has no arrangement or
understanding with any person to participate in the distribution of such new
notes. Eligible holders who wish to accept the exchange offer must represent to
MSAF in a letter of transmittal that these conditions have been met and must
represent, if the holder is not a broker-dealer, or is a broker-dealer but will
not receive new notes for its own account in exchange for restricted notes, that
neither the holder nor the person receiving the new notes, if other than the
holder, is engaged in or intends to participate in the distribution of new
notes. If any holder has any arrangement or understanding with respect to the
distribution of the new notes to be acquired pursuant to the exchange offer, the
holder (1) will not be able to rely on the applicable interpretations of the
staff of the Commission and (2) in the absence of an exemption from the
Securities Act, must either comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction or
sell the restricted notes in a transaction exempt from the registration
requirements. Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must represent that the restricted notes tendered
in exchange therefor were acquired as a result of market-making activities or
other trading activities and must acknowledge that it will deliver a prospectus
in connection with any resale of such new notes. The letter of transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with the resales of new notes
received in exchange for restricted notes where such restricted notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities. MSAF has agreed that, starting on the expiration date of the
exchange offer, it will make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution". However, to
comply with the securities laws of certain jurisdictions the new notes may not
be offered or sold unless they have been registered or qualified for sale in
such jurisdictions or an exemption from registration or qualification is
available and is complied with. MSAF has agreed, pursuant to the Registration
Agreement and subject to certain specified limitations therein, to register or
qualify the new notes for offer or sale under the securities or blue sky laws of
jurisdictions that any holder of the notes reasonably requests in writing.
Unless so required, MSAF does not intend to register or qualify the sale of the
new notes in any such jurisdictions.

In addition, the tender of restricted notes will reduce the principal
amount of the restricted notes outstanding, which may have an adverse effect
upon, and increase the volatility of, the market price of the restricted notes
due to a reduction in liquidity.

No Security Interest in Aircraft

Neither the trustee, the security trustee acting on behalf of the holders
of the notes and each other secured creditor nor any noteholder has any security
interest, mortgage, charge or other similar interest in the aircraft. If there
is an event of default, they will not be able to sell the aircraft to repay the
notes or exercise similar remedies which they would have if they had a security
interest in the aircraft.

No Executive Management -- Reliance on Third Parties to Manage Our Business

We have no executive management resources of our own. We therefore rely on
several service providers for the leasing and re-leasing of the portfolio and
all other executive and administrative responsibilities. If these service
providers do not perform their contractual obligations to us, our operations may
suffer and we may not be able to repay the notes. We can give no assurance that
we will continue our arrangements with these service providers or that the
service providers will continue their relationship with us until the notes are
paid in full. If a service provider resigns or we terminate its appointment, we
may be unable to find suitable replacement service providers that we can engage
on suitable terms. Additionally, our appointment of replacement service
providers may cause a lowering or withdrawal of the ratings on the notes. You
should refer to "Management of MSAF Group -- The Servicer"; and "Management of
MSAF Group -- Corporate Management" for detailed information on the
responsibilities delegated to service providers.

Conflicts of Interest of ILFC

ILFC acts as servicer for our portfolio and as such performs certain
services including marketing our current portfolio for lease or sale and
monitoring lessee compliance with lease terms. ILFC, however, manages a large
aircraft portfolio for itself and others and for that reason, it may face
conflicts of interest in managing and marketing our portfolio for re-lease or
sale. The aircraft it manages for others may compete with our portfolio when
they are being marketed for re-lease or sale. ILFC also arranges aircraft
financings and lease transactions and advises many airlines (including some
lessees and potential lessees). If ILFC cannot resolve a conflict of interest,
the conflict could have an adverse effect on our ability to manage, re-lease or
sell the portfolio. In that case, we may be unable to make the required payments
on the notes.

For a description of ILFC's aircraft management and advisory business, you
should refer to "Management of MSAF Group -- The Servicer".

Limitation on ILFC's Liability

Our servicing agreement with ILFC contains limitations on its liability for
losses caused by its services. There is a risk that we may be unable to recover
from ILFC the amount of any losses they cause in performing the services.
Additionally, ILFC will not be liable to you for any losses caused by its
services.

We describe the liability and other provisions of the servicing agreement
under "Management of MSAF Group -- The Servicer".

Cyclicality of Supply of and Demand for Aircraft and Depression of Aircraft
Values

The market for commercial jet aircraft is very cyclical and can produce
sharp increases and decreases in aircraft values and lease rates. Decreases in
aircraft values or lease rates may cause a decrease in our cash flows. Depending
on market conditions, we may be unable to sell or re-lease aircraft on terms
that allow us to make payments on the notes.

Aircraft values and lease rates depend on various factors that are outside
our control. Such factors include, but are not limited to:

o manufacturer production levels and prices for new aircraft;

o general economic conditions affecting lessee operations;

o used aircraft supply;

o passenger demand;

o retirement and obsolescence of aircraft models;

o manufacturers merging or leaving the aircraft industry;

o interest rates and credit availability;

o fuel and other operating costs;

o re-introduction into service of aircraft previously in storage;

o governmental regulations; and

o lack of capacity in the air traffic control system.

In addition to values for aircraft generally, the value of specific
aircraft may increase or decrease sharply depending on factors that are not
within our control. Such factors include, but are not limited to:

o manufacturer production levels and prices for new aircraft;

o manufacturers merging or leaving the aircraft industry;

o maintenance and operating history of the aircraft;

o number of operators using a type of aircraft;

o legal or regulatory requirements that prevent an aircraft from being
re-leased or sold in the condition that it is in; and

o the discovery of manufacturing defects in an aircraft model.

The value of specific aircraft and the cost of after-market support may
also depend on the condition of the manufacturer. Current competition between
The Boeing Company and Airbus Industrie G.I.E. is also a threat to aircraft
values. Boeing and Airbus have increased production to an amount substantially
above the long-term requirement implied by industry forecasts. If production is
maintained at this level the increased supply of new aircraft may depress used
aircraft values and lease rates (especially in regions like Asia where there has
been an oversupply of aircraft). This development could cause a decrease in our
cash flows and adversely affect our ability to make payments on the notes.

Actual Market Value May Be Less Than Appraised Value

Appraised values for aircraft do not necessarily reflect the market value
we could obtain for aircraft at a specific time. Appraised values are based on
the assumption that there is an "open, unrestricted stable market environment
with a reasonable balance of supply and demand". As we describe above, the
aircraft market is not always stable and there may be supply and demand
imbalances at any one time, especially for specific aircraft types. At the high
point in a cycle, the current market value of some aircraft may be at or above
their appraised value while the current market value of others may be
significantly less than their appraised values. At a low point in the industry
cycle, the current market value of most aircraft types is likely to be less (and
in many cases, much less) than appraised base values. For these reasons, you
should not rely only on appraised values as an indication of the price that we
could obtain if we sold an aircraft.

Technological Risks

The availability of newer, more technologically advanced aircraft or the
introduction of increasingly stringent noise or emissions regulations may make
it more difficult for us to re-lease or sell aircraft. This risk is particularly
significant for us given our need to repay principal and interest on the notes
over a relatively long period. This will require that many of the aircraft are
leased or sold close to the end of their useful economic life. We expect that
the extent to which we are able to manage these technological risks through
modifications to aircraft and sale of aircraft will be limited.

Risks Relating to Acquisition of Additional Aircraft

We may acquire additional aircraft in the future. The cash flows derived
from such additional aircraft, together with the cash flows generated by the
aircraft in our portfolio, are expected to be the primary source of payment of
interest, principal and premium, if any, on the notes. ILFC is not obligated to
act as servicer with respect to any additional aircraft we may acquire. We may
need to procure additional servicing arrangements with respect to any additional
aircraft we acquire, and we cannot assure that any additional servicing
arrangements will be with ILFC or on similar terms to the servicing agreement
with ILFC.

Operational Restrictions May Harm Our Ability to Compete

The indenture and our governing corporate documents impose restrictions on
how we operate our business. These restrictions limit our ability to compete
effectively in the aircraft leasing market. For example, we cannot grant
privileged rental rates to airlines in return for equity investments in such
airlines. There are also restrictions on persons to whom we may lease aircraft
to and limits on leasing to lessees in specific geographical regions. Most
competing aircraft lessors do not operate under similar restrictions.

Lessee Purchase Options May be Exercised at Prices Below Note Target Price for
Such Aircraft

As of October 1, 2000, eight lessees had outstanding options to purchase a
total of ten aircraft, representing 26.6% of the portfolio by appraised value as
of November 30, 1999. If these options were exercised on their earliest exercise
date, in only one case would the purchase option strike price be below the note
target price that we have assumed for the applicable aircraft on the exercise
date. This difference would not be significant. We have assumed in our Base Case
that none of the purchase options are exercised. However, there is a risk that
lessees could exercise these options and, in particular, at a time when the
exercise prices are below the note target price for the aircraft being
purchased. Any exercise of such options will affect the amount and timing of
principal payments on the notes.

Risks Relating to Aircraft Liens

Liens may attach to the aircraft in the course of their operation. These
liens may impair our ability to repossess, re-lease or sell the aircraft. Liens
which secure the payment of airport taxes, customs duties, air navigation
charges (including charges imposed by agencies regulating access to air space,
such as Eurocontrol), landing charges, crew wages, repairer's charges or salvage
attach to the aircraft in the normal course of operation. The amounts which the
liens secure may be substantial and may exceed the value of the aircraft against
which the lien is asserted. In some jurisdictions, a holder of aircraft liens
may have the right to detain, sell or cause the forfeiture of the aircraft. The
lessees may not comply with their obligations under the leases to discharge
liens arising during the terms of the leases.

Failure to Maintain Registration of Aircraft

All of the aircraft which are or will be operated must be registered with
an appropriate aviation authority. If an aircraft is operated without a valid
registration, the lessee operator or, in some cases, the owner or lessor, may be
subject to penalties which may result in a lien being placed on the aircraft.
Loss of registration could have other adverse effects, including grounding of
the aircraft and loss of insurance, which may have an adverse effect on our
ability to make payments on the notes.

Increased Regulation of Aircraft

The aircraft industry is heavily regulated and aviation authorities may
adopt additional regulations in jurisdictions where our aircraft are registered
or operated. Any additional regulations (especially relating to aircraft noise
and emissions) may cause us to incur significant costs, depress the value of the
aircraft and impair our ability to re-lease the aircraft.

Leasing Risks

We May Not be Able to Re-lease Aircraft

We may not be able to re-lease aircraft upon expiration of the leases
without incurring significant downtime or without adverse effect on the rental
rates that we are able to obtain, especially during any period of downturn in
demand for aircraft on operating lease. If we cannot re-lease aircraft we may
not have enough cash to make payments on the notes. Even if we can re-lease
aircraft we may be unable to receive favorable rental rates, especially if there
is reduced demand for aircraft on operating lease. Our ability to re-lease
aircraft and obtain acceptable lease payments and terms may suffer because of:

o economic conditions affecting the airline industry;

o the supply of competing aircraft and demand for particular types;

o lessor competition; and

o restrictions on our re-leasing flexibility under the indenture.

The number and types of aircraft that, as of October 1, 2000, we had to
place with lessees because of lease expirations through December 31, 2004 are
presented in the table below, which shows the years in which the leases are
contracted to expire, assuming that (1) non-binding letters of intent then
existing result in a lease agreement in accordance with their terms, (2) no
lease terminates prematurely and (3) there are no sales of aircraft or purchases
of additional aircraft. See "-- Risks Relating to Acquisition of Additional
Aircraft" above and "-- Lease Termination and Aircraft Repossession" below. We
will need to re-lease more aircraft if any aircraft become available through
premature terminations of leases.

MSAF Group Lease Placement Requirement at October 1, 2000

Year ending December 31,
---------------------------------------------------
Aircraft Type 2000 2001 2002 2003 2004 Total
- ------------- ---- ---- ---- ---- ---- -----
A300.......... -- -- -- -- 1 1
A310.......... -- -- -- 2 -- 2
A320.......... -- 1 1 3 -- 5
A321.......... -- -- 1 1 -- 2
A330.......... -- 1 -- -- -- 1
A340.......... -- -- -- 1 -- 1
B737.......... 2(-) 4 3* 4 4* 17
B747.......... -- -- 1 1 -- 2
B757.......... -- 1 1 -- -- 2
B767.......... -- -- 1 2* 1 4
F-50.......... -- -- -- 2 -- 2
F-70.......... -- -- -- 1 2 3
MD-82......... -- -- -- -- 1 1
MD-83......... -- 1 -- 1 -- 2
Engine........ -- -- 1 -- -- 1
---- ---- ---- ---- ---- ----
Totals...... 2 8 9 18 9 46
==== ==== ==== ==== ==== ====

- -----------
* Includes one aircraft currently subject to a non-binding letter of intent.

(-) Includes one aircraft currently off-lease.

As illustrated by the table above, we will be required to re-lease 46 of
the aircraft, representing 71.9% of the portfolio by appraised value as of
November 30, 1999, before December 31, 2004.

Re-Marketing Task for Aircraft Expiring Prior to December 2000

Two leases, representing 2.4% of the appraised value as of November 30,
1999, are scheduled to expire before December 31, 2000. One of the two
aircraft, a B767-200, is subject to a non-binding letter of intent. The second
aircraft, a B737-400, is not yet subject to a non-binding letter of intent but
ILFC is currently negotiating with the current operator and with other
interested parties.

Lessees May Not Perform Required Maintenance

The standards of maintenance observed by our lessees and the condition of
the aircraft at the time of sale or lease may affect future values and rental
rates from our aircraft. Under the leases, the lessee has the main
responsibility to maintain the aircraft and to comply with all applicable
governmental requirements. Some lessees may experience periodic difficulties in
meeting their maintenance obligations resulting from adverse environmental

conditions or financial and labor difficulties. If a lessee fails to perform
required or recommended maintenance on an aircraft, the aircraft may be grounded
and we may incur substantial costs to restore the aircraft to an acceptable
maintenance condition before sale or re-lease. If our lessees do not perform
their obligation to maintain the aircraft, we may have to fund maintenance work
on the aircraft. Because our maintenance costs are expenses that rank senior to
payments on the notes, we may be unable to make payments on the notes if our
maintenance costs were to become sufficiently large. In other cases, we may have
an obligation to reimburse the lessee or pay some or all of the cost of aircraft
maintenance. Our cash resources may not be sufficient both to fund maintenance
requirements and make payments on the notes, especially as the aircraft age.

Aircraft Insurance May Not be Adequate

Our lessees have an obligation under the leases to maintain property and
liability insurance covering their operation of the aircraft. We can give no
assurance that this insurance will be adequate to cover any losses or
liabilities that we may incur in our business. For example, the loss or
liability from an aviation accident or other catastrophic event may exceed the
coverage limits in the policy. Other losses may not be covered by the insurance.
There is also a risk that our lessees will not perform their insurance
obligations to us, which may mean that insurance will not be available to us. In
either case, we may be unable to make payments on the notes if insurance
proceeds do not cover losses or liabilities we may incur.

On April 2, 1999, one B757-200ER on lease to Guyana Airways was terminated
by agreement. Certain of the technical records were incomplete and/or missing.
An insurance claim under our Technical Records policy was submitted in respect
of the maintenance work, repairs and services required to reconstruct the
technical records. The insurance claim was approved and MSAF group received $4.0
million in June 2000 to partially offset the substantial maintenance costs
incurred in the Guyana repossession.

We May be Unable to Obtain Required Licenses and Approvals

If we cannot obtain required government licenses and approvals, we may be
unable to re-lease or sell aircraft. In that case, our cash flows may be
insufficient to make payments on the notes. Several leases require specific
licenses, consents or approvals. These include consents from governmental or
regulatory authorities to certain lease payments and to the import, re-export or
de-registration of the aircraft. There is a significant risk that subsequent
legal and administrative changes will increase such requirements or that a
consent, once given, will be withdrawn. We may not receive consents needed in
connection with future re-leasing or sale of an aircraft.

Risk of Lessees in Weak Financial Condition

There is a significant risk that the lessees may default on their
obligations under the leases. If lessees do not make rent and maintenance
payments or are significantly in arrears, we will be unable to make payments on
the notes. The ability of each lessee to perform its obligations under its lease
will depend primarily on its financial condition. A lessee's financial condition
may be affected by various factors beyond their control, including competition,
fare levels, passenger demand, operating costs, the cost and availability of
finance, economic conditions in the countries where the lessees operate and
environmental and other governmental regulation of the air transportation
business. As a general matter, weakly capitalized airlines are more likely than
well capitalized airlines to seek operating leases and at any point in time,
investors should expect varying numbers of lessees to be experiencing payment
difficulties. Many of our lessees are in a weak financial position. You should
expect this to be the case with future lessees. As a result, a large proportion
of lessees may consistently be significantly in arrears in their rental payments
or maintenance payments.

In certain cases, we may respond to the needs of lessees in financial
difficulty including, in certain instances, restructuring the applicable leases.
Such restructurings may involve reduced rental payments for a specified period
(which may be several months). In addition, certain restructurings may involve
the voluntary termination of a lease prior to its expiration and the arrangement
of subleases from the lessee to another aircraft operator.

As of October 1, 2000, five lessees were in arrears. The eight aircraft on
lease to these lessees represented 11.6% of the portfolio by appraised value as
of November 30, 1999. The total amount of rental payments, maintenance reserves
and other amounts that were in arrears with respect to these five lessees was
$3.5 million, of which $1.9 million related to rental payments and $1.6 million
related to maintenance reserves. MSAF group holds security deposits of $3.7
million against these arrears. The current arrears amount represents 1.5% of
annual lease rental payments. The weighted average number of days past due of
such arrears was 52 days.

In addition, in August 1999 we agreed to restructure the arrears of a
Brazilian lessee, Passaredo. The restructured amount of $3.7 million was
capitalized as a note payable and added to the lessee's conditional sale
agreement loan balance, with an extension of the term of the loan. The aircraft
on lease to this lessee is an A310-300 and represented 1.4% of the portfolio by
appraised value as of November 30, 1999. In conjunction with this restructuring,
the obligations under this lease were transferred to a new Brazilian entity,
B.R.A. Transportes Aereos, which replaced Passaredo as lessee. B.R.A., however,
defaulted on its obligations under this lease and the aircraft was repossessed
in May, 2000. The lease had been scheduled to expire in July 2007. The total
amount of rental payments in arrears at the date of the repossession was $1.3
million. There was no security deposit held by MSAF group to offset against the
arrears balance. The aircraft is currently subject to a new lease contract and
is scheduled to be delivered to the new lessee in November 2000.

On February 2, 2000, Canadian Airlines announced a debt restructuring and
moratorium plan. The plan resulted in the suspension of payments of about $135
million to lenders and aircraft lessors, including MSAF group. In March 2000, we
reached an agreement with the lessee to restructure the lease by slightly
reducing the lease rate effective from February 2000 and extending the term by
four years to May 2010. The lessee's security deposit of $0.3 million was used
to fund the February rental. In March 2000, the lessee resumed rental payments
and also made part payment toward refunding the security deposit balance. At the
same time, the lease was assigned to a subsidiary of Air Canada, Air Canada
Capital Limited. This aircraft, an A320-200, represented 1.5% of the portfolio
by appraised value as of November 30, 1999.

In January 2000, we reached an agreement with TransAer, a lessee based in
Ireland, to defer $1.4 million of rental and maintenance obligations. Repayment
of the rental arrears plus interest was scheduled to be made over a five week
period beginning on June 16, 2000. Repayment of the maintenance reserves
arrears plus interest was scheduled to be made in three monthly installments
beginning on June 1, 2000. As at October 1, 2000, all of these restructuring
payments were due but unpaid. We held security deposits of $1.0 million against
TransAer's deferred arrears. In addition, we held maintenance reserves of $3.8
million. The two aircraft on lease to the lessee, both A320-200s, represented
3.1% of the portfolio by appraised value as of November 30, 1999. TransAer
filed for bankruptcy on October 20, 2000. For more information regarding this,
see "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Recent Developments -- Bankruptcy of TransAer".

VASP, a former Brazilian lessee, defaulted on its obligations under its
lease of a B737-300 aircraft and the aircraft was repossessed in May 2000,
following legal proceedings against VASP. At the repossession date, one of the
engines was off-wing and in VASP's possession. Following a recent ruling by a
Brazilian court, the engine has now been returned to us. The lease was
scheduled to expire in March 2003. The total amount of rental payments in
arrears at the date of the repossession was $0.5 million, against which MSAF
group drew down a security deposit of $0.7 million. The aircraft, which
represented 1.0% of the portfolio by appraised value as of November 30, 1999,
is currently undergoing maintenance work.

In July 1999, another former Brazilian lessee, VARIG, negotiated early
termination of its lease of a B747-300 aircraft that was scheduled to expire in
April 2003. This aircraft represented approximately 2.5% of the portfolio by
appraised value as of November 30, 1999. The total amount of rental payments and
maintenance reserves due under this lease through July 1999, the date of the
termination agreement, was $4.8 million, against which MSAF group drew down a
security deposit of $1.1 million. Under the terms of the termination agreement,
VARIG is scheduled to repay $10.8 million over eight years to off-set arrears of
$4.8 million and approximately $6.0 million for certain

maintenance and downtime costs. Provided no default has occurred by October 2005
under this note payable, the total remaining payments will be reduced by
approximately $1.1 million on a pro-rata basis between October 2005 and October
2007, the scheduled final payment date under the note payable. As of October 1,
2000, VARIG had made all payments due under the note payable.

A former Mexican lessee, TAESA, defaulted on its obligations under its
lease of a B737-400 aircraft, and the aircraft was repossessed in December 1999.
The lease was scheduled to expire in May 2001. The total amount of rental
payments and maintenance reserves due under the lease at the date of
repossession was $0.6 million. This amount was partially offset by a security
deposit of $0.5 million. On February 21, 2000, a court in Mexico declared TAESA
bankrupt. It is uncertain whether we will be able to recover the $0.1 million
outstanding from TAESA. This aircraft, which represented 1.1% of the portfolio
by appraised value as of November 30, 1999, is currently on lease to Travel
Service, a Czech Republic carrier.

The current level of defaults and lessee arrears should not be seen as
representative of future defaults and arrears, particularly if economic
conditions deteriorate. Defaults and amounts in arrears may increase as the
market for aircraft on operating lease experiences further cyclical downturns,
particularly in emerging markets.

Emerging Market Risks

"Emerging markets" are countries that have poorly developed economies that
are vulnerable to economic and political problems, such as significant
fluctuations in GDP, interest rates and currency exchange rates and civil
disturbances, governmental instability, nationalization and expropriation of
private assets and the imposition of taxes or other charges by governments. The
resulting instability may affect the ability of lessees that operate in these
emerging markets to meet their lease obligations and they may be more likely to
default than lessees that operate in developed economies. At October 1, 2000,
eleven lessees, representing 29.2% of the portfolio by appraised value as of
November 30, 1999, operated in "emerging markets" according to the Morgan
Stanley Capital International designations that we follow under our indenture.
In addition, four lessees representing 10.9% of the portfolio by appraised value
as of November 30, 1999 operated in markets which may be considered to be
emerging markets but are categorized as "Other" by the Morgan Stanley Capital
International classification: Air Pacific (Fiji), Air Mauritius, Air Macau and
Lithuanian Airlines. In total we lease 40.2% of our portfolio to 15 lessees
operating in emerging markets.

As of October 1, 2000, two of the five lessees in arrears, representing
3.1% of the portfolio by appraised value as of November 30, 1999, were based in
emerging markets. At October 1, 2000, one of these lessees, Air Alfa, a lessee
based in Turkey, owed rental and maintenance arrears of $0.7 million, against
which MSAF group held a security deposit of $0.7 million. This aircraft, an
A321-100 represents 2.0% of the portfolio by appraised value as of November 30,
1999. At October 1, 2000, the other lessee, Travel Service, based in the Czech
Republic, owed maintenance arrears of $0.3 million, against which MSAF group
held a security deposit of $0.5 million. This aircraft, a B737-400, represents
1.1% of the portfolio by appraised value at November 30, 1999. The weighted
average number of days past due for such arrears was 4.4 days.

In addition, seven of our former lessees whose leases terminated early due
to defaults were based in what we consider to be emerging markets. In each case,
ILFC was able to repossess the aircraft without recourse to legal action. These
seven lessees were based in Brazil, Mexico, Turkey, Guyana and Russia.

Risk of Regional Economic Downturns Affecting Lessees' Financial Condition

There is a significant risk that the economic conditions in the regions
where our lessees operate will affect their ability to meet their lease
obligations. The commercial aviation industry is very sensitive to general
economic conditions. Since air travel is largely discretionary, the industry
tends to suffer severe financial difficulties during slow economic periods.
Below is a discussion of the regional concentrations of our lessees and the
economic

characteristics of the various regions that may impact the lessees' financial
condition. The regions discussed below are based on designations published by
Morgan Stanley Capital International.

European Concentration

At October 1, 2000, 18 lessees representing 35.2% of the portfolio by
appraised value as of November 30, 1999 are operators based in Europe, with 13
lessees representing 27.4% of the portfolio by appraised value as of November
30, 1999 based in "developed" Europe and five lessees representing 7.8% of the
portfolio by appraised value as of November 30, 1999 based in "emerging" Europe
and the Middle East.

12 of the 18 European lessees, representing 24.85% of the portfolio by
appraised value as of November 30, 1999, are primarily charter airlines, which
are vulnerable to any downturn in the tourism industry. The remaining six
operate predominantly scheduled services.

European scheduled carriers currently are experiencing a slower economic
period and greater competition than in previous years and are suffering from
over expansion. A recession or other worsening of economic conditions in any
European country may adversely affect the European lessees' ability to meet
their financial and other obligations. Competitive pressures from continuing
deregulation of the airline industry by the European Union may also adversely
affect European lessees' operations and their ability to meet their obligations
under the leases.

Two lessees operate one aircraft each in Turkey, which was hit by a severe
earthquake in August 1999. Both these carriers operate charter flights which are
heavily dependent on foreign tourists traveling to Turkey. Damage caused by the
earthquake and any decrease in tourist traffic may adversely affect the ability
of these carriers to operate and meet their obligations under the leases. The
two aircraft leased by these two lessees represent 3.3% of the portfolio by
appraised value as of November 30, 1999.

One of the five lessees in arrears as of October 1, 2000, TransAer, was
based in the Europe (Developed) region. TransAer filed for bankruptcy on
October 20, 2000. For more information regarding this, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Recent Developments -- Bankruptcy of TransAer". Two of the five lessees in
arrears as of October 1, 2000, Air Alfa and Travel Service, were based in the
Europe and Middle East (Emerging) region. See " -- Risk of Lessees in Weak
Financial Condition" and "-- Emerging Market Risks".

In addition to the lessees detailed above, you should note that four of our
lessees, representing 5.8% of the portfolio by appraised value as of November
30, 1999, are based in Europe (Iceland, Lithuania and Malta), but in countries
that are classified as "Other" by Morgan Stanley Capital International. One of
these lessees was in arrears at October 1, 2000. See "-- Other".

Latin American Concentration

At October 1, 2000, two lessees, representing 5.0% of the portfolio by
appraised value as of November 30, 1999 were based in Latin America.

At October 1, 2000 none of these current lessees in this region were in
arrears. However, during the three month period ended May 31, 2000, MSAF group
repossessed two aircraft which were leased in Latin America, both in Brazil. In
addition, since March 1998, we have also repossessed four aircraft leased to
lessees based in Latin America, one in Brazil and one in Mexico. See "-- Risk of
Lessees in Weak Financial Condition".

The financial prospects for lessees in Latin America will depend on the
level of political stability and economic activity and policies in the region.
Financial and economic problems in Brazil, which experienced significant
downturns in its economy and financial markets, could spread throughout Latin
America and other "emerging" economies including Mexico where two of our
lessees, representing 5.0% of the portfolio by appraised value as of

November 30, 1999, operate. Developments in other emerging markets may also
affect the economies of Latin American countries and the entire region.

Asia and Pacific Concentration

At October 1, 2000, seven lessees, representing 27.8% of the portfolio by
appraised value as of November 30, 1999, were based in the Asia and Pacific
regions, with three lessees, representing 11.3%, based in "developed" Pacific
markets and four lessees, representing 16.5%, based in "emerging" Asian markets.
At October 1, 2000, none of the lessees in the Asia and Pacific regions were in
arrears.

Trading conditions in Asia's civil aviation industry have been adversely
affected by the severe economic and financial difficulties experienced in the
region. The economies of the region have experienced acute difficulties
resulting in many business failures, significant depreciation of local
currencies against the U.S. dollar, downgrading of sovereign and corporate
credit ratings and internationally organized financial stability measures. A
further downturn in the region's economies may greatly undermine business
confidence, reduce demand for air travel and adversely affect the Asian lessees'
operations and their ability to meet their obligations.

In addition to the lessees detailed above, you should note that two of our
lessees, representing 5.2% of the portfolio by appraised value as of November
30, 1999, are based in the Asia and Pacific region (Fiji and Macau), but in
countries that are classified as "Other" by Morgan Stanley Capital
International.

North American Concentration

At October 1, 2000, seven lessees, representing 15.4% of the portfolio by
appraised value as of November 30, 1999, were based in North America. In the
recent past, several North American passenger airlines have filed Chapter 11
bankruptcy proceedings and several major U.S. airlines have ceased operations
altogether, including a former lessee of MSAF group. Airline profitability in
the region has begun to deteriorate because of the increase in the cost of
aviation fuel and increased competition from low-cost, low-fare air carriers. In
conjunction with an inability to reduce labor and other costs to sustainable
levels, these factors put pressure on North American airline profit margins and,
in some cases, financial viability.

At October 1, 2000, one of the five lessees in arrears, TWA, was based in
the North America (Developed) region. At October 1, 2000, the total rental and
maintenance arrears owed by this lessee was $0.7 million, against which MSAF
group holds a security deposit of $1.0 million. The three aircraft, one MD-82
and two MD-83s, leased by this lessee represent a total of 2.9% of the portfolio
by appraised value as of November 30, 1999. In March 2000, we had also
restructured the lease of Canadian Airlines who had announced a debt
restructuring and moratorium plan. See "-- Risk of Lessees in Weak Financial
Condition".

Other

At October 1, 2000, seven lessees, representing 15.6% of the portfolio by
appraised value as of November 30, 1999 were based in the Other region. One of
the five lessees in arrears as of October 1, 2000, was based in the Other
region.

At October 1, 2000, Air Atlanta Icelandic, a lessee based in Iceland, owed
total arrears of $0.4 million, of which $0.1 million related to rental payment
and $0.3 million related to maintenance reserves. MSAF group held a security
deposit of $0.5 million against these arrears. The aircraft leased to this
lessee is a B747-300 and represented 2.5% of the portfolio by appraised value as
of November 30, 1999.

Lease Termination and Aircraft Repossession

If a lessee defaults, we have the right to terminate the lease and
repossess the aircraft under the terms of each lease. However, it may be
difficult, expensive and time-consuming to enforce our rights if the lessee
contests such termination or is bankrupt or under court protection. ILFC may
incur significant costs on our behalf in trying to repossess an aircraft and in
performing maintenance work necessary to make the aircraft available for
re-lease or sale. Further, our efforts to repossess an aircraft may be limited
by the laws of the local jurisdiction which may delay or prevent us from
repossessing an aircraft following a lessee's default.

Risks Relating to Payments on the Notes

Actual Experience May Not Match Our Assumptions

We have determined the expected final payment dates for the notes based on
our assumptions about our future cash flows and interest and operating costs and
possible future economic conditions. The purpose of these assumptions is to
illustrate the payment provisions of the notes. Many of these assumptions relate
to future political, economic and market conditions (for example, lease rates)
that are outside our control and are difficult or impossible to predict. Other
assumptions relate to future events (for example, maintenance payments) that
depend on the actions of lessees or others with whom we conduct business. For
this reason, it is highly unlikely that our experience in the future will be
consistent with these assumptions. As a result, we are highly likely to be
unable to make payments on the notes at the times and in the amounts that the
assumptions indicate.

Subordination Provisions

Expenses and certain other payments are senior in priority of payment to
the notes and are paid out before any payments are made on the notes. Under
certain circumstances, the rights of the noteholders, as holders of each
subclass of notes, to receive payments of principal in respect of such subclass
of notes and to exercise remedies upon default will be subordinated to the
rights of the noteholders with respect to the most senior subclass of notes then
outstanding. If an event of default with respect to any subclass of notes occurs
under the indenture, the security trustee has the exclusive right to exercise
and enforce any and all remedies with respect to the collateral held by MSAF
group. Therefore, if an event of default occurs, the holders of each subclass of
notes will not be permitted to enforce certain rights until all amounts owing
under any more senior notes outstanding and certain other amounts have been paid
in full.

Capital Markets Risks

Absence of Public Market

The new notes are being offered to the holders of the restricted notes. The
restricted notes were issued to a limited number of institutional investors. The
new notes are new securities for which there is currently no market. MSAF does
not intend to apply for listing of the new notes on any securities exchange
(other than the Luxembourg Stock Exchange) or to seek approval for quotation
through any automated quotation system. There can be no assurance that an active
public market for the new notes will develop. If a market for the new notes were
to develop, future trading prices of such securities will depend upon many
factors, including general economic conditions and the financial condition,
performance and prospects of MSAF.

Trading Market for the Notes

Morgan Stanley & Co. Incorporated currently makes a market in the notes.
However, it is not obligated to do so, and any such market making may be
discontinued at any time without notice, in its sole discretion. Therefore, no
assurance can be given as to the liquidity of, or the trading market for, the
notes.

We May be Unable to Refinance the Subclass A-3, A-4 or B-2 Notes

We intend to refinance the subclass A-3, A-4 and B-2 notes on their
expected final payment dates. Our ability to do so will depend on many factors
outside our control, including general conditions in the capital markets and
market perceptions of the commercial aviation industry, the aircraft leasing
business generally and our own performance. If we are unable to refinance the
subclass A-3, A-4 or B-2 notes on their expected final payment dates, they will
remain outstanding until they are refinanced or otherwise paid off in accordance
with their terms. Depending on the factors referred to above and how quickly we
are subsequently able to refinance the notes, these subclasses of notes may
remain outstanding for a significant period.

Bankruptcy Risks

We have taken steps to structure MSAF to ensure that our assets are not
consolidated with MSDW's or any of its affiliates' assets or otherwise become
available to MSDW's or any of its affiliates' creditors in any bankruptcy or
insolvency proceeding involving MSDW.

If MSDW or any of its affiliates becomes bankrupt or insolvent, there is a
legal risk that a court or other authority could decide that these steps were
not effective to insulate our assets from MSDW's assets. As a result, the
aircraft and our other assets could become available to repay both MSDW's
creditors and our creditors, including you. We could also lose all of our rights
in the aircraft and our other assets. In either case, it may be impossible to
repay amounts outstanding under the notes.

Tax Risks

Neither the trustee nor MSAF will make any additional payments to
noteholders in respect of any withholding or deduction required to be made by
applicable law with respect to payments made on the notes. In the event that
MSAF is or will be required to make a withholding or deduction, it will use
reasonable efforts to avoid the application of such withholding taxes and may in
certain circumstances redeem the notes in the event such withholding taxes
cannot be avoided. In the event any withholding taxes are imposed with respect
to the notes and MSAF does not redeem the notes, the net amount of interest
received by noteholders will be reduced by the amount of the withholding or
deduction.

MSAF believes that it will not become subject to any material taxes in any
of the jurisdictions in which any of the lessees are organized or operate under
the present tax laws of such jurisdictions. However, there can be no assurance
that other leases to which MSAF group may become a party as a result of the
re-leasing of the aircraft or acquisition of additional aircraft will not result
in the imposition of withholding or other taxes.

THE EXCHANGE OFFER

Terms of the Exchange Offer; Period for Tendering Restricted Notes

Upon the terms and the conditions set forth in this prospectus and in the
accompanying letter of transmittal which together constitute the exchange offer,
MSAF will accept for exchange restricted notes which are properly tendered on or
before the expiration date and not withdrawn as permitted below. The term
"expiration date" means 5:00 p.m., New York City time, on [ ], 2000. If MSAF,
however, in its sole discretion, extends the period for which the exchange offer
is open, the expiration date means the latest time and date to which the
exchange offer is extended.

On or about the date set forth on the cover page of this prospectus we will
first send this prospectus, together with the letter of transmittal, to all
holders of restricted notes known to MSAF. MSAF's obligations to accept
restricted notes for exchange is subject to certain conditions as listed under "
- -- Conditions to the Exchange Offer" below.

MSAF expressly reserves the right to extend the time during which the
exchange offer is open, and delay acceptance of any restricted notes, by giving
oral or written notice of any extension to the exchange agent and the holders.
During any extension, all restricted notes previously tendered will remain
subject to the exchange offer and may be accepted for exchange by MSAF. MSAF has
agreed under the registration rights agreement, to keep the exchange offer open
for at least 20 business days after the date notice of the exchange offer is
mailed to the holders of the restricted notes or longer if required by
applicable law.

MSAF expressly reserves the right to amend or terminate the exchange offer,
and to refuse any restricted notes not accepted for exchange, upon the
occurrence of any of the conditions of the exchange offer specified below under
"-- Conditions to the Exchange Offer." MSAF will give oral or written notice of
any extension, amendment, non-acceptance or termination to the holders of the
restricted notes as promptly as practicable. We will also issue such notice in
the case of any extension by means of a press release or other public
announcement no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date.

Holders of restricted notes do not have any appraisal or dissenters' rights
under the indenture in connection with the exchange offer. MSAF intends to
conduct the exchange offer in accordance with the applicable requirements of the
Exchange Act and the rules and regulations of the Securities and Exchange
Commission.

Procedures for Tendering Restricted Notes

The tender to MSAF of restricted notes by a holder as described below and
the acceptance by MSAF will constitute a binding agreement between the tendering
holder and MSAF upon the terms and subject to the conditions set forth in this
prospectus and in the accompanying letter of transmittal.

Except as set forth below, a holder including any participant in the DTC
system whose name appears on a security position listing as a holder of such
restricted notes who wishes to tender restricted notes for exchange under the
exchange offer must transmit to the exchange agent on or before the expiration
date either:

o a properly completed and executed letter of transmittal or a facsimile
of the letter, including all other documents required by the letter of
transmittal, to the exchange agent at the address listed below under
"-- Exchange Agent"; or

o a computer-generated message, transmitted through the DTC's ATOP
system and received by the exchange agent and forming part of a
book-entry confirmation, in which the holder agrees to be bound by the
terms of the letter of transmittal.

To ensure timely delivery of the restricted notes:

o the exchange agent must receive a confirmation of a book-entry
transfer of the restricted notes into its account at DTC before the
expiration date; or

o the holder of restricted notes must comply with the guaranteed
delivery procedures described below.

The method of delivery of restricted notes, letters of transmittal and all
other required documents is at your election and risk. If the delivery is by
mail, we recommend that you use registered mail, with return receipt requested.
In all cases, you should allow sufficient time to assure timely delivery. No
letters of transmittal should be sent to MSAF.

Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the restricted notes surrendered for exchange are tendered by
a holder of the restricted notes who has not completed the box entitled "Special
Issuance Instructions" on the letter of transmittal or for the account of a firm
which is a member of a registered national securities exchange or a member of
the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States. If
signatures on a letter of transmittal or a notice of withdrawal are required to
be guaranteed, the guarantees must be by a firm which is a member of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or by a commercial bank or trust company having an
office or correspondent in the United States.

MSAF will determine in its sole discretion all questions as to the
validity, form, eligibility and acceptance of restricted notes tendered for
exchange. MSAF's decision in this respect will be final and binding. MSAF
reserves the absolute right to reject any tenders of any restricted notes not
properly tendered or to reject any restricted notes acceptance of which might,
in the judgment of MSAF or its counsel, be unlawful. MSAF also reserves the
absolute right in its sole discretion to waive any defects or irregularities or
conditions of the exchange offer as to any restricted notes either before or
after the expiration date. MSAF's interpretation of the terms and conditions of
the exchange offer or any restricted notes either before or after the expiration
date shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with the tenders of restricted notes for exchange
must be cured within a reasonable period of time as MSAF shall determine.
Neither MSAF, the exchange agent nor any other person shall be under any duty to
give notification of any defect or irregularity with respect to any tender of
restricted notes for exchange, nor shall any of them incur any liability for
failure to give such notification.

If a person or persons other than the holders of restricted notes, sign the
letter of transmittal, the letter of transmittal must be accompanied by
appropriate powers of attorney, signed exactly as the name or names of the
holders that appear on the security position listing maintained by DTC.

If trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, sign the letter of transmittal or powers of attorney, such person
should so indicate when signing and, unless waived by MSAF, offer proper
evidence satisfactory to MSAF of its authority to so act must be submitted.

By tendering, each holder of restricted notes will represent to MSAF that:

o the person receiving the new notes, whether or not the person is a
holder, acquires the new notes under the exchange offer in the
ordinary course of business,

o neither the holder of restricted notes, nor any other person receiving
the new notes has an arrangement or understanding with any person to
participate in the distribution of the new notes,

o if the holder is not a broker-dealer, or is a broker-dealer but will
not receive new notes for its own account in exchange for restricted
notes, neither the holder nor any such other person is engaged in or
intends to participate in the distribution of the new notes, and

o neither the holder nor any other person receiving the new notes is an
"affiliate" of MSAF within the meaning of Rule 405 under the
Securities Act.

By tendering, each holder of restricted notes that is a broker-dealer,
whether or not it is also an affiliate of MSAF, and will receive new notes for
its own account pursuant to the exchange offer will represent that the
restricted notes to be exchanged were acquired by it as a result of
market-making activities or other trading activities and will acknowledge that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the new notes. However, by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

Acceptance of Restricted Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
MSAF will accept, promptly after the expiration date, all restricted notes
properly tendered and will issue the new notes promptly after acceptance of the
restricted notes. For purposes of the exchange offer, MSAF shall be deemed to
have accepted properly tendered restricted notes for exchange when, as and if
MSAF has given oral or written notice thereof to the exchange agent.

In all cases, issuance of new notes for restricted notes that are accepted
for exchange under the exchange offer will be made only after timely receipt by
the exchange agent of all the documents listed under "-- Procedures for
Tendering Restricted Notes". If any tendered restricted notes are not accepted
for any reason set forth in the terms and conditions of the exchange offer, such
unaccepted or non-exchanged restricted notes will be credited to an account
maintained with DTC as promptly as practicable after the expiration or
termination of the exchange offer.

Interest on the New Notes

Holders of restricted notes that are accepted for exchange will not receive
accrued interest on the restricted notes at the time of exchange. However, each
new note will bear interest from the most recent date to which interest has been
paid on the restricted notes or new notes.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the
restricted notes at DTC for purposes of the exchange offer promptly after the
date of this prospectus. All deliveries of restricted notes must be made by
book-entry transfer to the account maintained by the exchange agent at DTC. Any
financial institution that is a participant in DTC's systems may make book-entry
delivery of restricted notes by causing DTC to transfer such restricted notes
into the exchange agent's account in accordance with DTC's ATOP procedures for
transfer. Holders of restricted notes who are unable to deliver confirmation of
the book-entry tender of their restricted notes into the exchange agent's
account at DTC or all other documents required by the letter of transmittal to
the exchange agent on or prior to the expiration date, must tender their
restricted notes according to the guaranteed delivery procedures described
below.

Guaranteed Delivery Procedures

If a holder of the restricted notes desires to tender them and time will
not permit the holder's required documents to reach the exchange agent on or
before the expiration date, or the procedure for book-entry transfer cannot be
competed on a timely basis, a tender may be effected if:

o the tender is made through a firm which is a member of a registered
national securities exchange or a member of the National Association
of Security Dealers, Inc. or a commercial bank or trust company having
an office or correspondent in the United States,

o on or before the expiration date, the exchange agent receives from
such firm, commercial bank or trust company either a properly
completed and duly executed letter of transmittal, or facsimile
thereof or a properly transmitted agent's message and notice of
guaranteed delivery, substantially in the form provided by MSAF
listing:

-- the name and address of the holder of restricted notes,

-- the amount of restricted notes tendered,

-- stating that the tender is being made thereby and guaranteeing
that within five New York Stock Exchange trading days after the
date of execution of the notice of guaranteed delivery, a
book-entry confirmation and all other documents required by the
letter of transmittal will be deposited by such firm, commercial
bank or trust company with the exchange agent, and

o a book-entry confirmation and all other documents required by the
letter of transmittal, are received by the exchange agent within five
New York Stock Exchange trading days after the date of execution of
the notice of guaranteed delivery.

Withdrawal Rights

Tenders of restricted notes may be withdrawn at any time before the
expiration date.

For a withdrawal to be effective, either a written notice of withdrawal
must be received by the exchange agent at one of the addresses set forth below
under "-- Exchange Agent" or the appropriate procedure of DTC's ATOP system must
be complied with. Any notice of withdrawal must specify the name of the person
that tendered the restricted notes to be withdrawn and identify the restricted
notes to be withdrawn. Any notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawn restricted notes and
otherwise comply with the procedures of DTC. All questions as to the validity,
form and eligibility of such notices will be determined by MSAF, whose
determination shall be final and binding on all parties. Any restricted notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the exchange offer. Any restricted notes which holders have tendered
for exchange but which are not exchanged for any reason will be credited to an
account maintained with DTC for the restricted notes as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Holders who have properly withdrawn restricted notes may retender restricted
notes by following one of the procedures described under "-- Procedures for
Tendering Restricted Notes" above at any time on or before the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, MSAF shall not
be required to accept any restricted notes for exchange or to issue new notes in
exchange for any restricted notes. MSAF may terminate or amend the exchange
offer, if at any time before the acceptance of such restricted notes for
exchange or the exchange of the new notes for such restricted notes, such
acceptance of issuance would violate applicable law or any interpretation of the
staff of the Securities and Exchange Commission.

The foregoing condition is for the sole benefit of MSAF and may be asserted
by MSAF regardless of the circumstances giving rise to such condition or may be
waived by MSAF in whole or in part at any time and from time to time in its sole
discretion. The failure by MSAF at any time to exercise the foregoing rights
shall not be

deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.

In addition, MSAF will not accept for exchange any restricted notes
tendered, and no new notes will be issued in exchange for any such restricted
notes, if at such time any stop order shall be threatened or in effect with
respect to either the registration statement of which this prospectus
constitutes a part or the qualification of the indenture under the Trust
Indenture Act of 1939, as amended.

Exchange Agent

Bankers Trust Company has been appointed as the exchange agent for the
exchange offer. All executed letters of transmittal should be delivered to the
exchange agent at one of the addresses set forth below. Questions and requests
for assistance, requests for additional copies of this prospectus or of the
letter of transmittal and requests for notices of guaranteed delivery should be
directed to the exchange agent, addressed as follows:

Delivery to: Bankers Trust Company, as Exchange Agent

By Facsimile: By Overnight Mail or Courier: By Hand Delivery:
BT Services Tennessee Inc. BT Services Tennessee, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust & Agency Group Corporate Trust & Agency Group
P.O. Box 292737 Reorganization Unit Attn: Reorganization Department
Nashville, Tennessee 648 Grassmere Park Road Receipt & Delivery Window
37229-2737 Nashville, Tennessee 37211 123 Washington Street, 1(st) Floor
New York, New York 10006
Facsimile Transmission Number: Confirm by Telephone: Information:
(615) 835-3701 (615) 835-3572 (800) 735-7777

Delivery of the letter of transmittal to an address other than the address
set forth above or transmission via facsimile other than to a number set forth
above will not be a valid delivery.

Fees and Expenses

The principal solicitation is being made by mail. Additional solicitation
may be made by telegraph, telephone or in person by the exchange agent, on
behalf of MSAF. No additional compensation will be paid to the exchange agent
who engages in soliciting tenders. MSAF will not pay brokers, dealers, or others
soliciting acceptances of the exchange offer. MSAF however, will pay the
exchange agent reasonable and customary fees for its services and will reimburse
for its reasonable out-of-pocket expenses in connection with the exchange offer.

The cash expenses to be incurred in connection with the exchange offer will
be paid by MSAF and are estimated in the aggregate to be $750,000.

Transfer Taxes

Holders who tender their restricted notes for exchange will not be
obligated to pay any transfer taxes. If, however, a transfer tax is imposed for
any reason other than the transfer of restricted notes to MSAF or its order
pursuant to the exchange offer, the amount of any such transfer taxes will be
payable by the tendering holder. If a tendering holder does not submit
satisfactory evidence of payment of or exemption from such taxes, the amount of
such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

Holders of restricted notes who do not exchange their restricted notes for
new notes under the exchange offer will continue to be subject to the transfer
restrictions of the restricted notes. In general, the restricted notes may not
be offered or sold, unless registered under the Securities Act, except pursuant
to an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. MSAF does not intend to register the
restricted notes under the Securities Act.

To comply with the securities laws of certain jurisdictions, it may be
necessary to qualify for sale or register the new notes prior to offering or
selling such new notes. We have agreed to register or qualify the new notes held
by broker-dealers for offer or sale under the securities or blue sky laws of
such jurisdictions as any such holder reasonably requests in writing. Unless a
holder makes such a request, we do not intend to take any action to register or
qualify the new notes for resale in any such jurisdictions. In addition, the
tender of restricted notes pursuant to the exchange offer will reduce the
principal amount of restricted notes outstanding. This may have an adverse
effect upon, and increase the volatility of, the market price of the restricted
notes due to a reduction in liquidity.

MSAF'S PERFORMANCE ASSUMPTIONS

Introduction

As an illustration of certain payment characteristics of the notes, we
describe below our assumptions about MSAF's performance in future years. We
refer to the scenario in which all of these assumptions prove to be correct as
our "Base Case". The assumptions that relate specifically to line items that
will be contained in future monthly cash reports to noteholders are separately
identified and numbered for your ease of reference. In the tables that follow we
set out possible future revenue scenarios that we have developed by fixing
certain of the assumptions and varying other assumptions and certain other
factors that affect our revenues, costs and expenses.

You should note that the assumptions are not projections, estimates,
forecasts or forward-looking statements. The assumptions do not represent a
complete list of factors which may affect our revenues, costs and expenses but
rather indicate those factors which are likely to significantly affect our
performance in future years. You should also note that the different possible
future revenue scenarios contained in the tables only illustrate some of the
payment sensitivities of the notes to market and economic stresses. More severe
stresses may lead to payments of principal on the notes being delayed or
decreased, or in certain cases, an event of default. It is highly likely that
actual experience will vary from the Base Case and the possible future revenue
scenarios that we have illustrated. The principal factors that could cause our
actual revenues to differ materially from these scenarios are the stresses
described below and the risks that we describe under "Risk Factors" above.

We have not updated or revised the assumptions or tables to reflect
changes occurring after February 15, 2000. The Base Case and the stress tables
are all as of March 15, 2000.

Summary of the Base Case

The table below shows our Base Case by reference to the line items to be
contained in the "Summary Performance to Date" section of our future monthly
cash reports to noteholders. In this table Base Case items are shown as a
percentage of lease rentals on the basis of the whole portfolio.

Base Case Related Assumption
--------- ------------------
(see below)

Lease rentals................... 100.0 (1)
Net stress-related costs........ (4.5) (2)
-----
Net lease rentals............... 95.5
Interest earned................. 1.0 (3)
Net maintenance................. 0.0 (4)
-----
Total cash collections.......... 96.5
Aircraft operating expenses..... (0.8) (5)
SG&A............................ (4.2) (6)
-----
Total cash expenses............. (5.0)
-----
Net cash collections............ 91.5
=====

Net cash collections represent the amount available to pay principal and
interest on the notes. Under the Base Case, in the year ending March 15, 2001,
we have assumed that interest payments (including swap payments) will be 55.6%
of lease rentals, leaving 35.9% of lease rentals available to repay principal.

You should refer to Appendix 6 to this prospectus for the month-by-month
roll-out of our assumed lease rentals, from March 15, 2000 through the final
maturity date of the notes, under the Base Case.

Primary Revenue Assumptions

We make the following assumptions about each of our main revenue line
items.

Lease Rentals

"Lease rentals" represents all rental payments received under the leases
and the net proceeds of any aircraft sales.

We assume that: (1)

o we re-lease aircraft coming off lease at a monthly rental rate that is
a function of the age of the aircraft and the contracted monthly
rental rate as of February 15, 2000, with lease rates being assumed to
decline by 2% per annum in years 1-5 of an aircraft's expected useful
life, 1% per annum in years 6-15, 3% per annum in years 16-20 and 5%
in years 21-25; and

o we sell each aircraft only at the end of its expected useful life for
a scrap value price that is equal to 12% of its assumed value when
new.

Net Stress-Related Costs

"Net stress-related costs" represents the net total of lost revenue due to
the combination of the following five inter-related items:

-- lost rental revenue due to aircraft downtime following the
termination or expiration of a lease; and

-- bad debts realized and/or provided for; and

-- aircraft repossession costs

offset by

-- security deposits drawn after an event of default; and

-- other leasing income, which includes lease termination payments
and default interest.

o We assume that net stress-related costs are 4.5% per annum of lease
rentals. (2)

Interest Earned

"Interest earned" represents interest earned by funds on deposit in the
collection account and any other cash balances, including the liquidity reserve
amount, including rental payments received, security deposits and accrued
maintenance expenses.

o We assume that the interest rate at which the cash balances described
above earn interest is one month LIBOR minus 20 basis points. (3)

Net Maintenance

"Net maintenance" represents maintenance payments received from lessees
under the terms of the applicable leases, less maintenance costs that we make or
expect to make under the leases and any modification payments that we make.

o We assume that net maintenance is zero. (4)

Other Revenue-Related Assumptions

In addition to the revenue assumptions above, we make the following
revenue-related assumptions.

o We assume that future lease terms are five years.

o We assume that we grant no purchase options to lessees and that no
existing purchase options are exercised.

o We assume that we grant no new lease termination or extension options
to lessees and that existing termination or extension options are
exercised only when to do so would result in a rental rate at the time
that is lower than the rental rate that we would otherwise assume
under assumption .

o We assume that each aircraft has an expected useful life of 25 years.

o We assume that aircraft values decline over time in accordance with
the depreciation curve described under "Description of the Notes --
Payment of Principal and Interest -- Principal Amortization".

o We assume that we acquire no additional aircraft.

Expense-Related Assumptions

We make the following assumptions about each of our main expense line
items.

Aircraft Operating Expenses

"Aircraft operating expenses" represents certain operating costs incurred
in the ordinary course of the operating lease business, including insurance
expenses and leasing transaction expenses.

o We assume that aircraft operating expenses are 0.8% per annum of lease
rentals. (5)

SG&A

"SG&A" represents the sum of the following expense items:

-- fees paid to ILFC as servicer of the aircraft;

-- fees paid to the administrative agent and other service
providers, including the financial advisor;

-- legal fees, underwriting fees, printing and other expenses of the
issuance and sale of any refinancing notes and the new notes
issued in the exchange offer for the restricted notes, as
described under "The Exchange Offer"; and

-- other selling, general and administrative expenses.

We assume that: (6)

o we pay fees to ILFC as servicer as described under "Management of MSAF
Group -- The Servicer";

o we pay fees to the administrative agent and other service providers as
described under "Management of MSAF Group -- Corporate Management";

o we pay customary legal fees, underwriting fees, printing and other
expenses of the issuance and sale of any refinancing notes and any
notes issued in this exchange offer; and

o other selling, general and administrative expenses are 0.3% per annum
of lease rentals.

Financing-Related Assumptions

We make the following financing-related assumptions:

o We assume that one month LIBOR remains constant at 5.97% per annum.

o We assume that MSAF makes and receives swap payments in accordance
with the contracted terms of the swaps that we had in place on March
15, 2000.

o We assume that we make payments in accordance with the order of
priorities set forth under "Description of Notes -- Payment of
Principal and Interest -- Priority of Payments".

o We assume that we issue and sell refinancing notes on the expected
final payment dates of each of the subclass A-3, A-4 and B-2 notes,
and on each subsequent expected final payment dates of any such
refinancing notes, on the same terms with respect to priority,
redemption and coupon as the notes being refinanced and with
maturities and amortization schedules paid with the application of the
Minimum, Scheduled and Supplemental Principal Payment Amounts.

Principal Repayments Under the Base Case

The table below shows, for each payment date presented, the percentage of
the initial outstanding principal balance of the subclass A-2, A-3, A-4, A-5,
B-1, B-2, C-1, C-2 and D-1 notes and the aggregate class A notes (including
refinancing notes), the aggregate class B notes (including refinancing notes)
and the aggregate class C notes expected to be outstanding on such payment date
based on the Base Case under the assumptions. It is highly unlikely that the
assumptions will correspond to actual experience. Therefore, principal payments
on the notes may occur earlier or later than as shown in the table. We may fail
to pay principal of any subclass of notes prior to the final maturity date of
such subclass because we do not have the funds to make the payment according to
the order of priorities described under "Description of Notes -- Payment of
Principal and Interest -- Priority of Payments." Such a failure will not, by
itself, be an event of default.

Percentage of Initial Principal Balance of the
Notes Based on the Base Case

Payment Date
Occurring in March A-2 A-3 A-4 A-5 B-1 B-2 C-1 C-2 D-1
-------------------- ----- ------ ------ ------ ----- ------ ----- ----- ------

2000................. 66.08% 100.00% 100.00% 100.00% 89.72% 100.00% 99.88% 100.00% 100.00%
2001................. 59.45% 100.00% 100.00% 85.94% 82.90% 99.95% 98.85% 100.00% 99.96%
2002................. 47.61% 0.00% 100.00% 78.67% 75.90% 99.70% 96.75% 100.00% 99.49%
2003................. 34.31% 0.00% 70.90% 68.75% 99.10% 93.57% 99.98% 98.27%
2004................. 19.97% 64.06% 61.52% 98.03% 89.28% 99.91% 96.11%
2005................. 5.93% 56.41% 54.21% 96.38% 83.88% 99.73% 92.88%
2006................. 0.00% 42.83% 46.82% 94.07% 77.36% 99.35% 88.46%
2007................. 23.43% 40.00% 0.00% 69.72% 98.63% 82.76%
2008................. 4.21% 40.00% 60.95% 97.39% 75.68%
2009................. 0.00% 32.72% 51.04% 95.39% 67.13%
2010................. 23.65% 40.00% 92.32% 57.05%
2011................. 14.81% 27.81% 87.82% 45.36%
2012................. 6.74% 14.48% 81.45% 32.00%
2013................. 0.00% 0.00% 72.68% 16.90%
2014................. 60.90% 0.00%
2015................. 45.41%
2016................. 25.41%
2017................. 0.00%
2018.................
Remaining Weighted
Average Life (Years) 3.1 2.0 3.0 4.8 6.7 6.8 8.6 14.1 10.1

Payment Date Aggregate Aggregate Aggregate
Occurring in March Class A Notes Class B Notes Class C Notes
- ------------------ ------------- ------------- -------------

2000............................................ 100.00% 100.00% 100.00%
2001............................................ 94.39% 95.84% 99.33%
2002............................................ 89.38% 91.47% 97.98%
2003............................................ 83.95% 86.86% 95.92%
2004............................................ 78.53% 81.98% 93.12%
2005............................................ 72.96% 76.79% 89.57%
2006............................................ 67.28% 71.26% 85.23%
2007............................................ 61.59% 65.34% 80.04%
2008............................................ 55.91% 58.52% 73.94%
2009............................................ 50.32% 51.93% 66.83%
2010............................................ 44.74% 44.95% 58.61%
2011............................................ 38.13% 37.84% 49.14%
2012............................................ 32.97% 30.71% 38.27%
2013............................................ 26.81% 23.54% 25.81%
2014............................................ 19.24% 17.46% 21.63%
2015............................................ 12.69% 11.89% 16.13%
2016............................................ 5.64% 7.12% 9.02%
2017............................................ 0.00% 0.00% 0.00%
2018............................................
Remaining Weighted Average Life (Years)........ 8.9 9.1 10.6

Declining Balances of the Notes under the Base Case

[GRAPHIC OMITTED]
(Graph showing balances of Notes over time under the Base Case.)

In each of the following tables, "expected maturity" means the period
(expressed in years) from March 15, 2000 through the expected final payment date
of the relevant notes.

Effect of Inability to Refinance Subclass A-3, A-4 and B-2 Notes

The table below compares our Base Case with a situation in which we have
assumed that no refinancing notes are issued and sold and that the subclass A-3,
A-4 and B-2 notes are amortized according to the priority of payments. If no
refinancings occurred, the expected maturities (Exp) and weighted average lives
(Avg) of the notes would be as shown below.

Expected Maturities and Weighted Average Lives of Notes

Expected Maturity/Weighted
Average Life
-----------------------------------------------------
Base Case No Refinancings
Exp Avg Exp Avg
---------- ---------- --------- --------
Subclass A-2... 5.5 3.1 6.8 3.2
Subclass A-3... 2.0 2.0 17.3 12.4
Subclass A-4... 3.0 3.0 17.3 15.1
Subclass A-5... 8.3 4.8 9.3 5.0
Subclass B-1... 13.0 6.7 13.0 6.7
Subclass B-2... 7.0 6.8 17.3 12.0
Subclass C-1... 13.0 8.6 13.1 8.6
Subclass C-2... 16.6 14.1 16.6 14.1
Subclass D-1... 14.0 10.1 14.1 10.5

Minimum Lease Rentals Percentage Required to Retire Notes

The table below shows the minimum percentage of lease rentals that will be
necessary to repay all interest and principal on each class of notes by their
respective final maturity dates. If we received actual revenues below the
percentages of lease rentals indicated below and all of the other assumptions
were to prove correct, we would be unable to make the required payments on the
notes, which would constitute an event of default.

Percentage of Lease Rentals Necessary to Repay the
Notes by the Applicable Final Maturity Date Assuming Actual
Experience Corresponds to the Base Case until the Beginning of the Year Stated

March 15,
2000 Year 3 Year 6 Year 10
--------- ------ ------ -------
Subclass A-2 ..................... 53.4% 49.1% 39.1% 0.0%
Subclass A-3, A-4 and A-5 ........ 68.7% 67.5% 65.1% 58.8%
Subclass B-1 ..................... 75.5% 73.9% 70.8% 63.3%
Subclass B-2 ..................... 76.2% 74.7% 72.0% 64.9%
Subclass C-1 ..................... 83.8% 82.7% 79.5% 72.1%
Subclass C-2 ..................... 84.3% 83.3% 80.4% 73.5%
Subclass D-1 ..................... 89.2% 88.0% 85.2% 78.0%

Stresses

In the following tables, we have applied various stresses to our Base Case.
There are two types of stress that we use:

o A reduction in lease rentals: in our Base Case, net stress-related
costs result in a 4.5% reduction in lease rentals. In the tables, as a
stress to our Base Case, we have applied a further change in lease
rentals, by the percentages shown. We have used this change in
addition to the 4.5% Base Case reduction, and kept the other
assumptions constant, as a proxy for the change in the amount of net
cash available to repay principal that would result in any
circumstances where there was any combination of (1) an increase or
reduction in lease rentals, (2) an increase or reduction in net
stress-related costs, (3) an increase or reduction in aircraft
operating expenses, (4) an increase or reduction in SG&A and (5) an
increase or reduction in interest costs, including swap costs.

o A decline in portfolio value: in our Base Case, we assume that
aircraft values decline over time in accordance with the depreciation
curve that is used to determine the Assumed Portfolio Value under our
indenture. In the tables, as a stress to our Base Case, we have set
the Adjusted Portfolio Value, at a specified percentage of the Assumed
Portfolio Value under our Base Case. You should refer to "Description
of the Notes -- Payment of Principal and Interest -- Principal
Amortization" for a description of the depreciation curve and how the
Assumed Portfolio Value and the Adjusted Portfolio Value are
determined. We have used this reduction in portfolio value to
illustrate the effects of a decline in the value of our aircraft that
is greater than what the Base Case assumes.

In the tables that show the expected maturities and weighted average lives
of notes, we have omitted the subclass A-3, A-4 and B-2 notes because we have
kept constant our assumption that we refinance those subclasses on their
expected final payment dates and, accordingly, our stresses do not result in any
change to the expected maturities or weighted average lives under our Base Case
for those subclasses.

Effect of a Permanent Change in Lease Rentals

In preparing the tables below, we have started with our Base Case and have
varied lease rentals, by the indicated percentages, beginning in years 3 and 6.
If our lease rentals were to vary as shown below and all of the other
assumptions were to prove correct, then the expected maturities and weighted
average lives of the respective subclasses of notes would be as shown below.

Expected Maturities and Weighted Average Lives of Notes
Assuming a Permanent Change in Lease Rentals, Beginning in Year 3

Permanent Change in Lease Rentals
as a Percentage of Lease Rentals
--------------------------------------------------------------------------------------------------
Base Case Base Case Base Case Base Case
+ 10% + 5% Base Case - 5% - 10%
-------------- ----------------- -------------- --------------- -------------
Exp Avg Exp Avg Exp Avg Exp Avg Exp Avg
--- --- --- --- --- --- --- --- --- ---

Subclass A-2. 5.5 3.0 5.5 3.0 5.5 3.1 6.8 3.3 6.8 3.5
Subclass A-5. 8.3 4.8 8.3 4.8 8.3 4.8 9.3 5.1 9.3 5.2
Subclass B-1. 13.0 6.7 13.0 6.7 13.0 6.7 14.0 6.7 14.0 6.8
Subclass C-1. 12.4 8.6 13.0 8.6 13.0 8.6 15.1 10.2 16.6 12.5
Subclass C-2. 12.9 12.1 14.8 13.4 16.6 14.1 18.6 16.2 19.0 17.5
Subclass D-1. 12.3 9.7 14.0 10.1 14.0 10.1 17.0 12.4 (1)

- ----------
(1) Not all principal repaid prior to final maturity date (yield = 5.11%).

Expected Maturities and Weighted Average Lives of Notes
Assuming a Permanent Change in Lease Rentals, Beginning in Year 6

Subclass A-2. 5.5 3.1 5.5 3.1 5.5 3.1 6.8 3.1 6.8 3.1
Subclass A-5. 8.3 4.8 8.3 4.8 8.3 4.8 9.3 4.9 9.3 5.0
Subclass B-1. 13.0 6.7 13.0 6.7 13.0 6.7 14.0 6.7 14.0 6.7
Subclass C-1. 13.0 8.6 13.0 8.6 13.0 8.6 15.0 9.7 15.6 10.3
Subclass C-2. 13.9 13.0 15.3 13.7 16.6 14.1 17.9 15.7 19.0 16.5
Subclass D-1. 13.7 10.1 14.0 10.1 14.0 10.1 16.0 11.6 21.3 16.5

Effect of Permanent Decline in Portfolio Value

If the Adjusted Portfolio Value becomes significantly less than the Assumed
Portfolio Value under the Base Case, the Scheduled Principal Payment Amount
payable to holders of the class A notes may be increased. Payment of this
increased amount may shorten the weighted average lives of the class A notes and
lengthen the weighted average lives of the subclasses of notes that rank behind
the class A notes in priority of payment. The following

tables show the expected maturity and weighted average life of each subclass
of notes if the Adjusted Portfolio Value permanently declined to a given
percentage of the Assumed Portfolio Value, beginning in years 1 and 5.

Expected Maturities and Weighted Average Lives of Notes

Assuming a Permanent Change in Portfolio Value, Beginning in Year 1

Adjusted Portfolio Value as a Percentage of
Assumed Portfolio Value Beginning in Year 1
--------------------------------------------------------------------------------------------------
100%* 90% 80% 70%
------------------- ------------------ ----------------- -------------------
Exp Avg Exp Avg Exp Avg Exp Avg
--- --- --- --- --- --- --- ---

Subclass A-2... 5.5 3.1 6.7 3.0 5.5 3.0 5.5 3.0
Subclass A-3... 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Subclass A-4... 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-5... 8.3 4.8 8.3 4.8 8.3 4.8 8.3 4.8
Subclass B-1... 13.0 6.7 13.0 6.7 13.0 6.8 13.0 6.8
Subclass B-2... 7.0 6.8 7.0 6.8 7.0 6.8 7.0 6.8
Subclass C-1... 13.0 8.6 13.0 8.8 13.0 9.9 13.7 10.4
Subclass C-2... 16.6 14.1 16.3 14.1 16.3 14.2 16.3 14.5
Subclass D-1... 14.0 10.1 14.0 10.2 14.0 11.4 14.2 11.7

Expected Maturities and Weighted Average Lives of Notes
Assuming a Permanent Change in Portfolio Value, Beginning in Year 5

Adjusted Portfolio Value as a Percentage of
Assumed Portfolio Value Beginning in Year 5
--------------------------------------------------------------------------------------------------
100%* 90% 80% 70%
------------------- ------------------ ----------------- -------------------
Exp Avg Exp Avg Exp Avg Exp Avg
--- --- --- --- --- --- --- ---

Subclass A-2... 5.5 3.1 5.5 3.1 5.5 3.1 5.5 3.1
Subclass A-3... 2.0 2.0 2.0 2.0 2.0 2.0 2.0 2.0
Subclass A-4... 3.0 3.0 3.0 3.0 3.0 3.0 3.0 3.0
Subclass A-5... 8.3 4.8 8.3 4.8 8.3 4.8 8.3 4.8
Subclass B-1... 13.0 6.7 13.0 6.7 13.0 6.7 13.2 6.8
Subclass B-2... 7.0 6.8 7.0 6.8 7.0 6.8 7.0 6.8
Subclass C-1... 13.0 8.6 13.0 8.7 13.0 9.8 13.8 10.2
Subclass C-2... 16.6 14.1 16.4 14.1 16.4 14.3 16.3 14.5
Subclass D-1... 14.0 10.1 14.0 10.2 14.0 11.4 14.4 11.7

Effect of Cyclical Variations in Lease Rentals and Portfolio Value --
"Recession Scenarios"

Historically, the aviation industry has experienced cyclical swings in the
supply and demand for aircraft. We would be negatively affected by a decline in
the demand for aircraft. We have assumed that such a decline in demand or
"recession" will result in a decline in aircraft values, as well as an increase
in defaults and downtime and a decline in operating lease rental rates.

We have prepared the following tables to show the effect on expected
maturities and weighted average lives of the subclass B-1, B-2, C-1, C-2 and D-1
notes if recessions of different lengths were to occur in the future. In
preparing the following tables we have assumed that a recession would have the
following effect on MSAF group:

o Aircraft values would fall on the first day of the recession to a
given percentage of the Assumed Portfolio Value under the Base Case.
This decrease would trigger an increase in Scheduled Principal Payment
Amounts on the class A notes being paid if amounts were available.

o After a period of two years following the first day of the recession,
we have reduced lease rentals by a given percentage as a proxy for a
combination of the reduction in lease rentals and the increase in net
stress-related costs that we assume would occur as aircraft were
re-leased or lessees defaulted. This would result in less cash flow
being available to make payments of interest and principal on the
notes.

o The recession would last a given period of time. Afterwards, the
Adjusted Portfolio Value would return to the Assumed Portfolio Value
under the Base Case on the first day after the recession. Two years
after the end of the recession, lease rentals would return to the Base
Case.

Actual experience will likely differ from the assumptions we have used in
preparing the following tables. Specifically, we can give no assurance that
periods of weak traffic growth and lower demand for aircraft will be followed by
periods of strong growth and high demand for aircraft nor can we give any
assurance that following a recession aircraft values and lease rentals will
return to Base Case levels. Because actual experience will likely differ from
those assumptions, the actual maturities and weighted average lives of the notes
will likely differ from what is shown in the tables below.

Expected Maturities and Weighted Average Lives of Subclass B-1
Notes Assuming a Recession Lasting Three Years

Decline in Lease Rentals as a Percentage of Base Case Base Case
Lease Rentals................................... Base Case - 5% - 10%
Adjusted Portfolio Value as a Percentage of
Assumed Portfolio Value......................... 100%* 90% 80%
Exp Avg Exp Avg Exp Avg
--- --- --- --- --- ---

Recession begins at start of Year 1.............. 13.0 6.7 13.0 6.7 14.1 6.8
3.............. 13.0 6.7 13.0 6.7 13.2 6.8
5.............. 13.0 6.7 13.0 6.7 13.2 6.8
10.............. 13.0 6.7 13.0 6.7 13.2 6.7

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass B-1
Notes Assuming a Recession Lasting Five Years

Recession begins at start of Year 1.............. 13.0 6.7 13.2 6.7 14.0 6.8
3.............. 13.0 6.7 13.0 6.8 14.0 6.8
5.............. 13.0 6.7 13.0 6.7 14.0 6.8
10.............. 13.0 6.7 13.0 6.7 14.0 6.7

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass B-2
Notes Assuming a Recession Lasting Three Years

Recession begins at start of Year 1.............. 7.0 6.8 7.0 6.8 7.0 6.8
3.............. 7.0 6.8 7.0 6.8 7.0 6.8
5.............. 7.0 6.8 7.0 6.8 7.0 6.8
10.............. 7.0 6.8 7.0 6.8 7.0 6.8

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass B-2
Notes Assuming a Recession Lasting Five Years

Decline in Lease Rentals as a Percentage of Base Case Base Case
Lease Rentals................................. Base Case - 5% - 10%
Adjusted Portfolio Value as a Percentage of
Assumed Portfolio Value....................... 100%* 90% 80%
Exp Avg Exp Avg Exp Avg
--- --- --- --- --- ---

Recession begins at start of Year 1............ 7.0 6.8 7.0 6.8 7.0 6.8
3............ 7.0 6.8 7.0 6.8 7.0 6.8
5............ 7.0 6.8 7.0 6.8 7.0 6.8
10............ 7.0 6.8 7.0 6.8 7.0 6.8

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass C-1
Notes Assuming a Recession Lasting Three Years

Recession begins at start of Year 1............ 13.0 8.6 13.2 8.8 15.0 10.5
3............ 13.0 8.6 13.1 8.8 15.2 10.2
5............ 13.0 8.6 13.1 8.7 13.9 9.6
10............ 13.0 8.6 13.1 8.7 13.2 9.1

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass C-1
Notes Assuming a Recession Lasting Five Years

Recession begins at start of Year 1 ........... 13.0 8.6 14.1 9.7 15.1 10.6
3............ 13.0 8.6 13.6 9.2 15.0 10.5
5............ 13.0 8.6 13.1 8.8 15.0 10.4
10............ 13.0 8.6 13.1 8.7 14.4 9.6

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass C-2
Notes Assuming a Recession Lasting Three Years

Recession begins at start of Year 1............ 16.6 14.1 16.6 14.2 17.0 15.4
3............ 16.6 14.1 16.6 14.1 16.6 15.0
5............ 16.6 14.1 16.6 14.1 16.6 14.4
10............ 16.6 14.1 16.6 14.1 16.6 14.3

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass C-2
Notes Assuming a Recession Lasting Five Years

Recession begins at start of Year 1 ........... 16.6 14.1 16.6 14.5 18.2 16.0
3............ 16.6 14.1 16.6 14.2 17.9 15.7
5............ 16.6 14.1 16.6 14.1 17.1 15.6
10............ 16.6 14.1 16.6 14.1 16.6 14.7

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass D-1
Notes Assuming a Recession Lasting Three Years

Recession begins at start of Year 1............ 14.0 10.1 15.1 11.3 16.0 12.0
3......................... 14.0 10.1 14.0 10.7 16.0 11.9
5......................... 14.0 10.1 14.0 10.5 15.6 11.7
10........................ 14.0 10.1 14.0 10.4 15.1 11.1

- ----------
*Base Case

Expected Maturities and Weighted Average Lives of Subclass D-1
Notes Assuming a Recession Lasting Five Years

Recession begins at start of Year 1............ 14.0 10.1 16.0 11.9 16.3 12.3
3............ 14.0 10.1 15.1 11.6 16.0 12.1
5............ 14.0 10.1 14.4 11.3 16.0 12.0
10............ 14.0 10.1 14.1 10.7 16.0 11.4

- ----------
*Base Case

Effect of Changes in Lease Rentals on Yields of Fixed Rate Notes

In preparing the tables below, we have started with our Base Case and
varied lease rentals by the indicated percentages, beginning in certain years,
for a period of three years in one case and permanently in the other. If our
lease rentals were to vary as shown below and all of the other assumptions were
to prove correct, then the yield to maturity for the subclass C-1, C-2 and D-1
notes would be as shown below. If lease rentals significantly declined, there
might not be sufficient revenues available to meet interest and principal
payments on the notes. In such cases, interest on the notes would be deferred.

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass C-1 Notes given the Assumptions but with a Three Year
Change in Lease Rentals of the Magnitude Shown

Change in Lease Rentals, as a Percentage of Lease Rentals,
Beginning in Year:
-------------------------------------------------------------------------------------------------------
3 6 9
------------------------------- ---------------------------------- --------------------------------
Date of First Months of Date of First Months of Date of first Months of
Change in Lease Rentals Yield Deferral Deferrals Yield Deferral Deferrals Yield Deferral Deferrals
- ----------------------- ----- -------- --------- ----- -------- --------- ----- -------- ---------

Base Case + 5%......... 7.00% None 0 7.00% None 0 7.00% None 0
Base Case.............. 7.00% None 0 7.00% None 0 7.00% None 0
Base Case - 5%......... 7.00% None 0 7.00% None 0 7.00% None 0
Base Case - 10%........ 7.00% None 0 7.00% None 0 7.00% None 0

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass C-1 Notes given the Assumptions but with
a Permanent Change in Lease Rentals of the Magnitude Shown

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass C-2 Notes given the Assumptions but with
a Three Year Change in Lease Rentals of the Magnitude Shown

Base Case + 5%......... 9.81% None 0 9.81% None 0 9.81% None 0
Base Case.............. 9.80% None 0 9.80% None 0 9.80% None 0
Base Case - 5%......... 9.80% None 0 9.80% None 0 9.80% None 0
Base Case - 10%........ 9.80% None 0 9.80% None 0 9.80% None 0

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass C-2 Notes given the Assumptions but with
a Permanent Change in Lease Rentals of the Magnitude Shown

Base Case + 5%......... 9.86% None 0 9.83% None 0 9.82% None 0
Base Case.............. 9.80% None 0 9.80% None 0 9.80% None 0
Base Case - 5%......... 9.80% None 0 9.80% None 0 9.80% None 0
Base Case - 10%........ 9.80% Sep 2007 107 9.80% Nov 2010 50 9.80% Jun 2015 17

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass D-1 Notes, given the Assumptions but with
a Three Year Change in Lease Rentals of the Magnitude Shown

Base Case + 5%......... 8.86% None 0 8.86% None 0 8.86% None 0
Base Case.............. 8.86% None 0 8.86% None 0 8.86% None 0
Base Case - 5%......... 8.86% None 0 8.86% None 0 8.86% None 0
Base Case - 10%........ 8.86% None 0 8.86% None 0 8.86% None 0

Yield, Date of First Deferral and Number of Months in which Interest is
Deferred on the Subclass D-1 Notes, given the Assumptions but with a Permanent
Change in Lease Rentals of the Magnitude Shown

Base Case + 5%......... 8.86% None 0 8.86% None 0 8.86% None 0
Base Case.............. 8.86% None 0 8.86% None 0 8.86% None 0
Base Case - 5%......... 8.86% Jan 2013 42 8.86% None 0 8.86% None 0
Base Case - 10%........ 5.11% Sep 2007 208 8.86% Oct 2010 108 8.86% Dec 2014 22

Effect of Principal Allocation According to the Extended Pool Factor Only
for the Subclass A-2, A-5, B-1 and C-2 Notes

If available collections on a payment date are insufficient to
pay the principal amount that is due on a class of notes according to the
order of priorities, then the available collections will be allocated to the
subclasses in that class of notes as we describe under "Description of the
Notes -- Payment of Principal and Interest -- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments".

We have prepared this table to show the effect of this allocation on the
assumed maturities and the weighted average lives of the subclass A-2, A-5, B-1,
C-1, C-2 and D-1 notes, in comparison with our Base Case, if:

o we issue additional notes to finance the acquisition of additional
aircraft

o our lease rentals are sufficient only to pay down the principal of
these subclasses according to paragraph (1) under "Description of
Notes -- Payment of Principal and Interest -- Allocation of Principal
Among Subclasses of Notes; Intra-Class Priority of Payments".

Allocation to Extended
Subclasses of Notes Base Case Pool Factor Only
- ------------------- --------------- ----------------------

Exp Avg Exp Avg
Subclass A-2 Notes. 5.5 3.1 6.8 3.0
Subclass A-5 Notes. 8.3 4.8 9.3 5.8
Subclass B-1 Notes. 13.0 6.7 14.0 7.6
Subclass C-1 Notes. 13.0 8.6 15.0 10.6
Subclass C-2 Notes. 16.6 14.1 18.6 16.1
Subclass D-1 Notes. 14.0 10.1 16.0 12.1

THE PORTFOLIO

All of our assets consist of 100% of the equity in the aircraft-owning
subsidiaries and certain leasing subsidiaries and certain loans made to the
aircraft-owning subsidiaries. We indirectly own (1) the portfolio, (2) the
rights under the related leases, and (3) cash and cash equivalents on deposit.

Appraisals

As of November 30, 1999, our portfolio had an aggregate appraised value of
$2,000.9 million. Under our indenture, we are required, at least once each year
and in any case no later than October 31 of each year, to deliver to the trustee
appraisals of the base value of each of the aircraft in our portfolio from at
least three independent appraisers that are members of the International Society
of Transport Aircraft Trading or any similar organization. For the appraisals
obtained as of November 30, 1999, we obtained appraisals from five such
appraisers. We calculated the appraised value of each aircraft by removing the
highest and the lowest appraisal and taking the average of the remaining three.

Our five appraisers, Aircraft Information Services, Inc., BK Associates,
Inc., Airclaims Limited, Morten Beyer and Agnew and Aircraft Value Analysis
Company have provided appraisals of the value of each of our aircraft at normal
utilization rates in an open, unrestricted and stable market, without taking
into account the value of related leases, maintenance reserves or security
deposits as of November 30, 1999, adjusted to account for the reported
maintenance standard of the aircraft. The appraisals were not based on a
physical inspection of the aircraft. The full text of each of the appraisals as
of November 30, 1999 have been filed with the Securities and Exchange
Commission.

For information regarding appraisals that we obtained as of September 30,
2000, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Recent Developments -- Annual Appraisals for 2000."

The appraisals for the portfolio as of November 30, 1999 are set out below.

Engine Serial Date of
Aircraft Type Configuration Number Manufacture
- ------------- ------------- ------ -----------

A300-600R PW 4158 555 Mar-90
A300-600R PW 4158 625 Mar-92
A310-300 JT9D-7R4E1 409 Nov-85
A310-300 JT9D-7R4E1 410 Nov-85
A310-300 JT9D-7R4E1 437 Nov-86
A320-200 CFM 56-5A3 279 Feb-92
A320-200 V2500-A1 393 Feb-93
A320-200 CFM 56-5A3 397 Mar-93
A320-200 V2500-A1 414 May-93
A320-200 V2500-A1 428 May-94
A320-200 CFM 56-5A3 446 Oct-93
A321-100 V2530-A5 557 Dec-95
A321-100 V2530-A5 597 May-96
A330-300 CF6-80E1 54 Apr-94
A340-300 CFM 56-5C3G 94 Mar-95
B737-300 CFM 56-3B1 23255 Jun-85
B737-300 CFM 56-3B1 23256 Jul-85
B737-300 CFM 56-3B2 24299 Nov-88
B737-300 CFM 56-3B2 24449 Apr-90
B737-300 CFM 56-3B2 25161 Feb-92
B737-300 CFM 56-3C1 26295 Dec-93
B737-300 CFM 56-3B1 26309 Dec-94
B737-300 CFM 56-3C1 27635 May-95
B737-300F CFM 56-3B2 23811 Oct-87
B737-300QC CFM 56-3C1 23788 May-87
B737-400 CFM 56-3B2 24234 Oct-88
B737-400 CFM 56-3C1 24707 Jun-91
B737-400 CFM 56-3C1 25104 May-93
B737-400 CFM 56-3C1 25105 Jul-93
B737-400 CFM 56-3C1 25371 Jan-92
B737-400 CFM 56-3C1 26279 Jun-92
B737-400 CFM 56-3C1 26291 Aug-93
B737-400 CFM 56-3C1 26308 Oct-94
B737-500 CFM 56-3B1 25165 Apr-93
B737-500 CFM 56-3C1 26304 Sep-94
B747-300B CF6-80C2 24106 Apr-88
B747-400 RB211-252H2/19 24955 Sep-91
B757-200ER RB211-535-E4 23767 Apr-87
B757-200ER RB211-535-E4 24260 Dec-88
B757-200ER RB211-535-E4-37 24367 Feb-89
B757-200ER PW 2040 24965 Mar-92
B757-200ER PW 2037 25044 May-91
B757-200ER RB211-535-E4-37 26266 Feb-93
B757-200ER PW 2037 26272 Mar-94
B757-200ER PW 2037 28160 Jul-96
B767-200ER CF6-80A 23807 Aug-87

B767-300ER CF6-80C2B6F 24798 Oct-90
B767-300ER CF6-80C2B6 24875 Jun-91
B767-300ER CF6-80C2B6F 25132 Feb-92
B767-300ER CF6-80C2B6F 26256 Apr-93
B767-300ER CF6-80C2B4 26260 Sep-94
engine CF6-80C2B6F 704279 Jul-95
F-50 PW100-125B 20232 Oct-91
F-50 PW100-125B 20233 Oct-91
F-70 TAY MK620-15 11564 Dec-95
F-70 TAY MK620-15 11565 Feb-96
F-70 TAY MK620-15 11569 Mar-96
MD-82 JT8D-217C 49825 Mar-89
MD-83 JT8D-219 49657 Apr-88
MD-83 JT8D-219 49822 Dec-88
MD-83 JT8D-219 49824 Mar-89
MD-83 JT8D-219 53050 May-90

Appraisal of
-------------------------------------------------------------------------
Appraised
Aircraft Aircraft Value Value as of
Airclaims Information Morten Beyer Analysis November 30,
Aircraft Type Limited BK Associates Services and Agnew Company 1999
- ------------- --------- ------------- ---------- ---------- -------------- -----------

A300-600R 43,820,038 46,874,794 50,860,000 48,210,000 39,050,000 $46,301,611
A300-600R 45,598,979 53,107,233 56,000,000 53,220,000 46,850,000 51,059,078
A310-300 18,668,131 27,022,136 21,300,000 29,499,000 15,200,000 22,330,089
A310-300 18,736,079 27,403,582 21,820,000 30,501,000 15,550,000 22,653,220
A310-300 21,316,952 33,262,341 27,820,000 33,419,000 21,800,000 27,627,447
A320-200 28,871,688 31,244,598 28,640,000 31,652,000 29,500,000 29,872,095
A320-200 29,931,935 31,187,247 29,090,000 33,098,000 30,170,000 30,429,727
A320-200 30,162,691 31,894,773 30,400,000 33,319,000 30,075,000 30,819,155
A320-200 30,336,415 30,957,449 29,130,000 33,363,000 30,450,000 30,581,288
A320-200 31,669,836 32,628,258 30,790,000 33,834,000 32,100,000 32,132,698
A320-200 30,177,866 31,100,000 30,030,000 35,176,000 30,225,000 30,500,955
A321-100 35,247,421 45,988,568 39,160,000 37,638,000 40,000,000 38,932,667
A321-100 36,085,390 45,156,750 41,930,000 37,567,000 39,600,000 39,699,000
A330-300 75,194,550 81,864,707 82,310,000 87,754,000 75,750,000 79,974,902
A340-300 81,144,912 92,319,102 105,920,000 97,684,000 84,650,000 91,551,034
B737-300 14,620,625 13,547,506 17,440,000 14,837,000 13,675,000 14,377,542
B737-300 16,395,719 14,501,668 18,040,000 14,961,000 14,200,000 15,286,129
B737-300 20,001,225 18,790,300 20,570,000 19,140,000 20,400,000 19,847,075
B737-300 21,065,000 21,990,000 22,930,000 20,575,000 22,050,000 21,701,667
B737-300 22,674,379 25,511,536 25,010,000 23,784,000 24,900,000 24,564,667
B737-300 22,596,442 26,024,250 25,560,000 25,546,000 25,300,000 25,468,667
B737-300 24,232,196 27,700,000 26,050,000 26,602,000 26,300,000 26,317,333
B737-300 25,561,933 28,728,600 28,540,000 27,137,000 26,200,000 27,292,333
B737-300F 19,378,488 19,003,082 21,560,000 19,936,000 20,100,000 19,804,829
B737-300QC 19,405,573 18,099,500 21,780,000 19,782,000 18,450,000 19,212,524
B737-400 21,619,354 20,194,364 22,780,000 22,435,000 21,600,000 21,884,785
B737-400 22,800,670 24,963,604 25,310,000 24,644,000 24,400,000 24,669,201
B737-400 25,507,457 26,531,550 27,350,000 27,541,000 25,800,000 26,560,517
B737-400 24,598,379 26,073,250 27,240,000 27,262,000 26,400,000 26,571,083
B737-400 24,688,071 24,170,810 26,430,000 25,300,000 25,450,000 25,146,024
B737-400 24,351,332 24,619,226 26,350,000 26,702,000 26,100,000 25,689,742
B737-400 25,950,885 26,756,516 27,690,000 28,584,000 28,500,000 27,648,839
B737-400 25,817,981 28,264,060 28,600,000 29,154,000 26,850,000 27,904,687
B737-500 20,559,624 17,552,500 19,980,000 20,762,000 18,600,000 19,713,208
B737-500 20,516,576 20,060,150 22,360,000 23,311,000 20,600,000 21,158,859
B747-300B 46,632,687 59,943,960 48,480,000 51,991,000 39,870,000 49,034,562
B747-400 82,013,762 106,527,824 105,760,000 104,476,000 79,900,000 97,416,587
B757-200ER 28,008,616 29,791,024 32,830,000 31,259,000 26,800,000 29,686,213
B757-200ER 30,423,476 33,021,212 35,580,000 35,424,000 32,000,000 33,481,737
B757-200ER 28,943,600 31,335,359 36,050,000 33,392,000 30,300,000 31,675,786
B757-200ER 34,411,426 39,971,145 42,970,000 41,106,000 36,300,000 39,125,715
B757-200ER 33,135,259 39,209,345 40,720,000 39,271,000 34,025,000 37,501,782
B757-200ER 35,464,262 41,872,550 44,580,000 42,305,000 39,305,000 41,160,850
B757-200ER 33,003,740 42,932,416 44,160,000 42,618,000 38,750,000 41,433,472
B757-200ER 37,843,699 49,445,918 49,160,000 50,344,000 44,750,000 47,785,306
B767-200ER 28,838,628 31,079,940 35,160,000 28,539,000 25,650,000 29,485,856

B767-300ER 49,099,299 53,667,285 56,670,000 57,665,000 48,700,000 53,145,528 (1)
B767-300ER 54,444,607 55,072,637 60,730,000 59,425,000 56,380,000 56,959,212
B767-300ER 56,498,903 59,356,214 65,170,000 62,469,000 58,600,000 60,141,738
B767-300ER 59,887,960 61,960,315 67,990,000 67,204,000 62,300,000 63,821,438
B767-300ER 60,046,996 64,745,045 68,760,000 68,534,000 66,400,000 66,559,682
engine 5,951,393 6,282,000 5,710,000 4,506,000 4,850,000 5,503,798
F-50 6,141,563 7,340,076 6,080,000 5,355,000 6,550,000 6,257,188
F-50 6,141,563 7,304,406 6,010,000 5,366,000 6,330,000 6,160,521
F-70 11,880,010 14,100,000 13,410,000 14,331,000 13,450,000 13,653,333
F-70 11,087,025 15,200,000 14,910,000 14,430,000 13,650,000 14,330,000
F-70 11,359,096 15,200,000 14,910,000 14,478,000 14,650,000 14,679,333
MD-82 15,323,107 17,318,790 20,750,000 19,528,000 16,500,000 17,782,263
MD-83 16,505,672 20,090,575 20,780,000 20,543,000 18,200,000 19,611,192
MD-83 16,903,329 18,823,975 20,080,000 21,431,000 18,400,000 19,101,325
MD-83 17,375,556 21,362,625 21,660,000 22,143,000 18,100,000 20,374,208
MD-83 17,016,260 21,120,000 21,360,000 21,078,000 17,000,000 19,738,087
--------------
Total $2,000,891,389
==============

- ----------
(1) This aircraft is not currently capable of extended range missions but ILFC
has agreed to pay for the cost of an extended range modification to the
aircraft upon MSAF's request at any time following the termination or
expiration of the lease for the aircraft. The appraisals of the aircraft
assume that the extended range modification has been carried out.

The aggregate values calculated by each of the five appraisers for the
portfolio are as follows:

Aggregate
Appraised Value
Appraiser as of November 30, 1999
- --------- -----------------------
($MM)
Airclaims Limited.......................... 1,833.7
Aircraft Information Services, Inc......... 2,107.2
Aircraft Value Analysis Company............ 1,884.6
BK Associates, Inc......................... 2,059.2
Morten Beyer and Agnew..................... 2,103.1

The following table sets forth certain selected statistics relating to the
appraisals of the portfolio at November 30, 1999.

Statistical Summary ($MM)
- ------------------- -----

Average aggregate of 3 appraisals with highest and lowest removed...................................... 2,000.9
Average aggregate of all 5 appraisals................................................................... 1,997.5
Median aggregate of all 5 appraisals.................................................................... 2,014.7
Difference between highest and lowest aggregate appraisal............................................... 273.5
Difference between highest and lowest aggregate appraisal as a percentage of the average
aggregate of 3 appraisals with the highest and lowest removed..................................... 13.7%

Portfolio Information

All of the aircraft hold or are capable of holding a noise certificate
issued under Chapter 3 of Volume 1, Part II of Annex 16 of the Chicago
Convention or have been shown to comply with the Stage 3 noise levels set out in
Section 36.5 of Appendix C of Part 36 of the United States Federal Aviation
Regulations.

The following table sets forth the exposure as of October 1, 2000 of our
portfolio by type of aircraft calculated by reference to the number of aircraft
and their appraised value as of November 30, 1999.

% of Portfolio
by Appraised
Number of Engine Value as of
Manufacturer Type of Aircraft Aircraft Body Type Stage November 30, 1999
- ------------ ---------------- -------- --------- ----- -----------------

Airbus (30.21%)............... A300-600R 2 Widebody 3 4.86%
A310-300 3 Widebody 3 3.63%
A320-200 6 Narrowbody 3 9.21%
A321-100 2 Narrowbody 3 3.93%
A330-300 1 Widebody 3 4.00%
A340-300 1 Widebody 3 4.58%
Boeing (66.76%)............... B737-300 9 Narrowbody 3 9.69%
B737-300F 1 Freighter 3 0.99%
B737-400 8 Narrowbody 3 10.29%
B737-500 2 Narrowbody 3 2.05%
B747-300B 1 Widebody 3 2.45%

B747-400 1 Widebody 3 4.87%
B757-200ER 8 Narrowbody 3 15.08%
B767-200ER 1 Widebody 3 1.47%
B767-300ER 5 Widebody 3 15.04%
MD-82 1 Narrowbody 3 0.89%
MD-83 4 Narrowbody 3 3.94%
Fokker N.V.(2.75%)............ F-50 2 Turboprop 3 0.62%
F-70 3 Narrowbody 3 2.13%
General Electric (0.28%)...... Engine engine n/a 3 0.28%
Total....................... 61+engine 100.00%

The following table sets forth the exposure as of October 1, 2000 of our
portfolio to the lessees calculated by reference to the appraised value of the
aircraft as of November 30, 1999.

% of Portfolio by
Appraised Value
as of November 30,
Lessee Number of Aircraft 1999
- ------ ------------------ ------------------

Asiana Airlines, Inc............................................ 4 8.44%
Trans World Airlines Inc. (TWA)................................. 4 5.28%
Cathay Pacific Airways Limited.................................. 1 4.87%
China Airlines, Limited......................................... 2 4.86%
Air 2000 Limited................................................ 2 4.67%
Air Mauritius LTD............................................... 1 4.58%
Aer Lingus, PLC................................................. 1 4.00%
Region Air Alpha (BVI) Ltd...................................... 3 3.63%
Britannia Airways Ltd........................................... 2 3.53%
Air Pacific Limited............................................. 1 3.33%
Translift Airways Ltd. (TransAer)............................... 2 3.14%
JMC Airlines.................................................... 2 3.10%
Aerovias De Mexico, S.A. De C.V. (Aeromexico)................... 2 3.06%
New Zealand International Airlines Limited (Air New Zealand).... 1 2.85%
Alaska Airlines Inc............................................. 2 2.66%
Flugfelagid Atlanta H.F. (Air Atlanta Icelandic)................ 1 2.45%
Malev Hungarian Airlines, PLC................................... 3 2.13%
Braathens ASA................................................... 2 2.05%
Air Alfa Airlines, S.A.......................................... 1 1.98%
Compania Mexicana de Aviacion, S.A. De C.V. (Mexicana).......... 1 1.96%
Companhia de Transportes Aereos Air Macau, Sarl (Air Macau)..... 1 1.95%
Far Eastern Air Transport Corporation (F.E.A.T.)................ 1 1.87%
National Airlines............................................... 1 1.67%
Canada 3000 Airlines............................................ 1 1.54%
Monarch Airlines Limited........................................ 1 1.52%
Air Canada Capital Limited...................................... 1 1.49%
Southwest Airlines Co........................................... 2 1.48%
Transavia Airlines.............................................. 1 1.36%
Continental Airlines Inc........................................ 1 1.32%
Pegasus Hava Tasimaciligi, A.S.................................. 1 1.28%

% of Portfolio by
Appraised Value
as of November 30,
Lessee Number of Aircraft 1999
- ------ ------------------ ------------------

China Hainan Airlines........................................... 1 1.27%
Olympic Airways................................................. 1 1.26%
Air Malta....................................................... 1 1.23%
Air Espana S.A. (Air Europa).................................... 1 1.23%
Travel Service, S.A............................................. 1 1.09%
Lithuanian Airlines............................................. 1 1.08%
Flugleidir H.F. (Icelandair).................................... 1 0.99%
Societe D'Exploitation Aeropostale S.A. (L'Aeropostale)......... 1 0.96%
Air Liberte, S.A................................................ 1 0.95%
KLM Cityhopper B.V.............................................. 1 0.62%
Koninklyke Luchtvaart Maatschappij N.V. (KLM)................... engine 0.28%
Off-lease....................................................... 1 0.99%
------
Total......................................................... 61+engine 100.00%
========= ======

The following table sets forth the exposure as of October 1, 2000 of our
portfolio to countries in which the lessees are based, calculated by reference
to the appraised value of the aircraft as of November 30, 1999.

% of Portfolio by
Number of Appraised Value as
Country Aircraft of November 30, 1999
- ------- -------- --------------------

United Kingdom........... 7 12.82%
United States of America. 10 12.41%
South Korea.............. 4 8.44%
Ireland.................. 3 7.14%
Taiwan................... 3 6.73%
Mexico................... 3 5.02%
Hong Kong................ 1 4.87%
Mauritius................ 1 4.58%
Iceland.................. 2 3.44%
Fiji..................... 1 3.33%
Turkey................... 2 3.26%
Canada................... 2 3.03%
New Zealand.............. 1 2.85%
The Netherlands.......... 3+engine 2.26%
Singapore................ 3 3.63%
Hungary.................. 3 2.13%
Norway................... 2 2.05%
Macau.................... 1 1.95%
France................... 2 1.91%
China.................... 1 1.27%
Greece................... 1 1.26%
Malta.................... 1 1.23%
Spain.................... 1 1.23%
Czech Republic........... 1 1.09%
Lithuania................ 1 1.08%
Off-lease................ 1 0.99%
--------- ------
Total.................. 61+engine 100.00%
========= ======

The following table sets forth the exposure as of October 1, 2000 of our
portfolio by regions in which the lessees are domiciled calculated by reference
to number of aircraft and their appraised value as of November 30, 1999.

% of Portfolio by
Appraised Value as of
Region(1) Number of Aircraft November 30, 1999
- --------- ------------------ -----------------

Developed
Europe........................... 18+engine 27.41%
North America.................... 12 15.44%
Pacific.......................... 5 11.35%
Emerging
Asia............................. 8 16.44%
Latin America.................... 3 5.02%
Europe and Middle East........... 7 7.74.%

% of Portfolio by
Appraised Value as of
Region(1) Number of Aircraft November 30, 1999
- --------- ------------------ -----------------

Other
Other............................ 7 15.61%
Off-lease........................ 1 0.99%
--------- ------
Total............................ 61+engine 100.00%
========= ======

- ----------
(1) Regions are defined according to designations published by Morgan Stanley
Capital International.

The following table sets forth the exposure as of October 1, 2000 of our
portfolio by year of aircraft manufacture calculated by reference to the
appraised value of the aircraft as of November 30, 1999. The weighted average
age of the fleet as of October 1, 2000 was approximately 8.7 years.

% of Portfolio by
Number of Appraised Value as
Year of Manufacture Aircraft of November 30, 1999
- ------------------- -------- --------------------
1985................. 4 3.73%
1986................. 1 1.38%
1987................. 4 4.90%
1988................. 6 8.13%
1989................. 3 3.49%
1990................. 4 7.04%
1991................. 6 11.44%
1992................. 7 12.78%
1993................. 11 17.66%
1994................. 7 14.78%
1995................. 4+engine 8.85%
1996................. 4 5.82%
--------- ------
Total................. 61+engine 100.00%
========= ======

The following table sets forth the exposure as of October 1, 2000 of our
portfolio by seat category calculated by reference to the appraised value of our
aircraft as of November 30, 1999.

% of Portfolio by
Number of Appraised Value as
Seat Category Aircraft of November 30, 1999
- ------------- -------- --------------------

<50................. F-50 2 0.62%
51-120.............. B737-500, F-70 5 4.18%
121-170............. A320-200, B737-300, B737-400, MD-82, MD-83 28 34.02%
171-240............. A300-600R, A310-300, A321-100, B757-200ER,
B767-200ER, B767-300ER 21 44.01%
241-350............. A330-300, A340-300 2 8.58%
351+................ B747-300B, B747-400 2 7.32%
Other............... B737-300F (freighter), Engine 1+engine 1.27%
--------- ------
Total......................................................... 61+engine 100.00%
========= ======

MSAF Group Portfolio Analysis

The following table sets forth additional information on our portfolio as
of October 1, 2000 (except for appraised values, which are as of November 30,
1999).

% of
Portfolio by
Appraised
Appraised Value as of
Value as of November
Engine Serial Date of November 30, 30,
Region(1) Country of Lessee Lessee Type Configuration Number Manufacture 1999 1999
- --------- ----------------- ------ ---- ------------- ------ ----------- ---- ----

($MM)
Europe..... France Air Liberte MD-83 JT8D-219 49822 Dec-88 19.1 0.95%
(Developed) France L'Aeropostale B737-300QC CFM56-3C1 23788 May-87 19.2 0.96%
Ireland Aer Lingus A330-300 CF6-80E1 54 Apr-94 80.0 4.00%
Ireland TransAer A320-200 V2500-A1 414 May-93 30.6 1.53%
Ireland TransAer A320-200 V2500-A1 428 May-94 32.1 1.61%
The Netherlands KLM Engine CF6-80C2B6F 704279 Jul-95 5.5 0.28%
The Netherlands KLM Cityhopper F-50 PW100-125B 20233 Oct-91 6.2 0.31%
The Netherlands KLM Cityhopper F-50 PW100-125B 20232 Oct-91 6.3 0.31%
The Netherlands Transavia B737-300 CFM56-3C1 27635 May-95 27.3 1.36%
Norway Braathens B737-500 CFM56-3B1 25165 Apr-93 19.7 0.99%
Norway Braathens B737-500 CFM56-3C1 26304 Sep-94 21.2 1.06%
Spain Air Europa B737-400 CFM56-3C1 24707 Jun-91 24.7 1.23%
United Kingdom Air 2000 B757-200ER RB211-535-E4 23767 Apr-87 29.7 1.48%
United Kingdom Air 2000 B767-300ER CF6-80C2B6F 26256 Apr-93 63.8 3.19%
United Kingdom Britannia B757-200ER RB211-535-E4-37 26266 Feb-93 41.2 2.06%
United Kingdom Britannia B767-200ER CF6-80A 23807 Aug-87 29.5 1.47%
United Kingdom JMC Airlines A320-200 V2500-A1 393 Feb-93 30.4 1.52%
United Kingdom JMC Airlines B757-200ER RB211-535-E4-37 24367 Feb-89 31.7 1.58%
United Kingdom Monarch A320-200 CFM56-5A3 446 Oct-93 30.5 1.52%
North
America.... Canada Canada 3000 A320-200 CFM56-5A3 397 Mar-93 30.8 1.54%
(Developed) Canada Air Canada A320-200 CFM56-5A3 279 Feb-92 29.9 1.49%
United States of America Alaska Airlines B737-400 CFM56-3C1 25104 May-93 26.6 1.33%
United States of America Alaska Airlines B737-400 CFM56-3C1 25105 Jul-93 26.6 1.33%
United States of America Continental B737-300 CFM56-3B1 26309 Dec-94 26.3 1.32%
United States of America National Airlines B757-200ER RB211-535-E4 24260 Dec-88 33.5 1.67%
United States of America Southwest B737-300 CFM56-3B1 23255 Jun-85 14.4 0.72%

($MM)

United States of America Southwest B737-300 CFM56-3B1 23256 Jul-85 15.3 0.76%
United States of America TWA B757-200ER PW2037 28160 Jul-96 47.8 2.39%
United States of America TWA MD-83 JT8D-219 49824 Mar-89 20.4 1.02%
United States of America TWA MD-82 JT8D-217C 49825 Mar-89 17.8 0.89%
United States of America TWA MD-83 JT8D-219 49657 Apr-88 19.6 0.98%

Pacific.... Hong Kong Cathay Pacific B747-400 RB211-252H2/19 24955 Sep-91 97.4 4.87%
(Developed) New Zealand Air New Zealand B767-300ER CF6-80C2B6 24875 Jun-91 57.0 2.85%
Singapore Region Air A310-300 JT9D-7R4E1 409 Nov-85 22.3 1.12%
Singapore Region Air A310-300 JT9D-7R4E1 410 Nov-85 22.7 1.13%
Singapore Region Air A310-300 JT9D-7R4E1 437 Nov-86 27.6 1.38%

Europe and Czech Republic Travel Service B737-400 CFM56-3B2 24234 Oct-88 21.9 1.09%
Middle East Greece Olympic B737-400 CFM56-3C1 25371 Jan-92 25.1 1.26%
(Emerging) Hungary Malev F-70 TAYMK620-15 11564 Dec-95 13.7 0.68%
Hungary Malev F-70 TAYMK620-15 11565 Feb-96 14.3 0.72%
Hungary Malev F-70 TAYMK620-15 11569 Mar-96 14.7 0.73%
Turkey Air Alfa A321-100 V2530-A5 597 May-96 39.7 1.98%
Turkey Pegasus B737-400 CFM56-3C1 26279 Jun-92 25.7 1.28%

Asia....... China China Hainan B737-300 CFM56-3C1 26295 Dec-93 25.5 1.27%
(Emerging) South Korea Asiana B767-300ER CF6-80C2B6F 24798 Oct-90 53.1 2.66%
South Korea Asiana B767-300ER CF6-80C2B6F 25132 Feb-92 60.1 3.01%
South Korea Asiana B737-400 CFM56-3C1 26291 Aug-93 27.6 1.38%
South Korea Asiana B737-400 CFM56-3C1 26308 Oct-94 27.9 1.39%
Taiwan China Airlines A300-600R PW4158 555 Mar-90 46.3 2.31%
Taiwan China Airlines A300-600R PW4158 625 Mar-92 51.1 2.55%
Taiwan F.E.A.T. B757-200ER PW2037 25044 May-91 37.5 1.87%
Latin
America.... Mexico Aeromexico B757-200ER PW2037 26272 Mar-94 41.4 2.07%
(Emerging) Mexico Aeromexico MD-83 JT8D-219 53050 May-90 19.7 0.99%
Mexico Mexicana B757-200ER PW2040 24965 Mar-92 39.1 1.96%

Other...... Fiji Air Pacific B767-300ER CF6-80C2B4 26260 Sep-94 66.6 3.33%
Iceland Icelandair B737-300F CFM56-3B2 23811 Oct-87 19.8 0.99%
Iceland Air Atlanta B747-300B CF6-80C2 24106 Apr-88 49.0 2.45%
Lithuania Lithuanian B737-300 CFM56-3B2 24449 Apr-90 21.7 1.08%
Macau Air Macau A321-100 V2530-A5 557 Dec-95 38.9 1.95%
Malta Air Malta B737-300 CFM56-3B2 25161 Feb-92 24.6 1.23%
Mauritius Air Mauritius A340-300 CFM56-5C3G 94 Mar-95 91.6 4.58%

Off-lease -- -- B737-400 CFM56-3B2 24299 Nov-88 19.8 0.99%
------- ----
Total 2,000.9 100%
======= ====

- ----------
(1) Regions are defined according to designations published by Morgan Stanley
Capital International.

Description of the Aircraft

The following table sets forth certain available information with respect
to the body type, number of seats, engine manufacturer, production years,
current fleet, number of aircraft on order and number of operators of each
aircraft type in our portfolio as of October 1, 2000.

Engine Current On Number of
Type & Variant Body Seats Manufacturer(1) Production Years Fleet Order Operators(2)
- -------------- ---- ----- --------------- ---------------- ----- ----- ------------

Airbus A300-600R.. Wide 220 2XGE 1987- 77 0 13
2XPW 1988- 85 31 9
Airbus A310-300... Wide 180 2XGE 1985- 82 0 21
2XPW 1985- 66 5 21
Airbus A320-200... Narrow 150 2XCFM 1988- 470 209 48
2XIAE 1988- 306 188 50
2XTBA 0 100 0
Airbus A321-100... Narrow 185 2XCFM 1993- 42 5 4
2XIAE 1993- 41 13 9
Airbus A330-300... Wide 295 2XGE 1993- 16 10 4
2XPW 1994- 37 36 9
2XRR 1992- 27 14 6
2XTBA 0 4 1
Airbus A340-300... Wide 295 4XCFM 1992- 144 53 25
Boeing 737-300.... Narrow 130 2XCFM 1984- 1067 0 96
Boeing 737-300F... Freight 0 2XCFM (all conversions) 3 0 3
Boeing 737-300QC.. Narrow 130 2XCFM (all conversions) 29 0 6
Boeing 737-400.... Narrow 150 2XCFM 1988- 477 1 70
Boeing 737-500.... Narrow 110 2XCFM 1989- 384 0 39
Boeing 747-300.... Wide 400 4XGE 1982-1990 16 0 6
4XPW 1982-1988 40 0 12
4XRR 1984-1988 22 0 4
Boeing 747-400.... Wide 412 4XGE 1988- 211 49 26
4XPW 1988- 183 21 12
4XRR 1988- 113 4 6
TBA 0 1 0
Boeing 757-200.... Narrow 200 2XPW 1984- 380 41 17
2XRR 1982- 501 12 42
2XTBA 0 16 0
Boeing 767-200ER.. Wide 180 2XGE 1985- 58 10 13
2XPW 1984- 49 0 12
Boeing 767-300ER.. Wide 220 2XGE 1986- 258 41 42
2XPW 1987- 152 11 23
2XRR 1989- 31 0 2
2XTBA 0 9 0
Fokker 50......... Turbo-
prop 50 2XPW 1987- 188 0 30
Fokker 70......... Narrow 70 2XRR 1994- 43 0 9
MDC MD-82......... Narrow 140 2XPW 1981-1997 584 0 28
MDC MD-83......... Narrow 140 2XPW 1984-1999 278 0 27

- ----------
Source: Airclaims Limited.

(1) The above table identifies engine manufacturers by the following
abbreviations:

GE = General Electric
PW = Pratt & Whitney
CFM = CFM International
IAE = International Aero Engines
RR = Rolls Royce
TBA = To be announced

(2) The number of operators does not include lessors.

Acquisition of Additional Aircraft

We may acquire additional commercial passenger or freighter aircraft from
various sellers. Cash flows derived from any additional aircraft and the related
leases will be available to satisfy MSAF's payment obligations, including
payments of interest, principal and premium, if any, on the notes and any
additional notes. There is no limit on the aggregate value of additional
aircraft that may be acquired or on the period in which such additional aircraft
must be acquired. Any acquisition of additional aircraft and related issuance of
additional notes will be subject to certain conditions under the indenture.

The Leases

As of October 1, 2000, we had 60 leases in effect, covering our whole
portfolio except one aircraft which was off-lease. Our off-lease aircraft was
undergoing maintenance work. Although the lease documentation is fairly
standardized in many respects, significant variations do exist as a result of
negotiation with each lessee. The following is a summary of the principal
characteristics of the leases as of October 1, 2000 (with appraised values as of
November 30, 1999).

Contracted lease expiries............ The weighted average remaining contracted lease term of the portfolio (weighted
by appraised values as of November 30, 1999 and without giving effect to
purchase options, early terminations or extensions) was 34 months. We were
required to re-lease 48 of the aircraft, representing 75.14% of the portfolio by
appraised value, before December 31, 2004. The longest lease was scheduled to
expire in May 2010.

Extension options.................... Twenty-seven of the leases included outstanding options for the lessee to extend
the term of the lease. Assuming that all these options were exercised to extend
the leases to the latest possible dates, the weighted average remaining lease term
of the portfolio would be 51 months and the weighted average extended rent
payable over the extended period would be 101.47% of the current contracted
rental payments.

Early termination options............ One of the leases allows the lessee to terminate its lease before the scheduled
expiration date, provided certain conditions are met. Assuming that the option
was exercised for the earliest possible termination, the weighted average
remaining lease term of the portfolio would be 34 months.

Purchase options..................... Eight lessees had outstanding options to purchase a total of 10 aircraft,
representing 26.6% of the portfolio by appraised value. The latest date on which
a purchase option could be exercised is June 8, 2008, for a purchase on March
8, 2009. If these options were exercised on their earliest exercise date, in only
one case would the purchase option strike price be below the note target price

for the applicable aircraft. This difference would not be significant.

Security deposits.................... Under 56 of the lease contracts and two letters of intent, the lessees have
provided security for its obligations. Our total security deposits are $39.3
million in cash and $2.0 million in letters of credit. Together these security
deposits are equivalent to 2.1 months of contracted lease rental payments. For
a discussion of cash security deposits that ILFC holds on our behalf, you should
refer to "Indebtedness -- ILFC Facility".

Guarantees........................... In various of the leases, where appropriate, we have received guarantees or
comfort letters from a lessee's parent company or shareholders relating to the
lessee's payment and performance obligations under the lease. In the case of one
lessee we have received a bank guarantee of its lease obligations in the amount
of $38 million.

Third party liability insurance...... The minimum third party liability limits under the leases range from $250
million to $900 million. We also have in place our own contingent liability
coverage to cover any liability in excess of the lessee's coverage or where a
lessee's coverage lapses for any reason.

Aircraft property insurance.......... The total insured value for all risks aircraft hull and hull war risks insurance for
the portfolio is $2,568.2 million. In all cases, the sum of the stipulated lease
value and our own additional coverage in place is at least equal to the appraised
value of the aircraft and on average is approximately 129% of the appraised
value of the aircraft. Permitted deductibles, which generally apply only in the
case of a partial loss, range from $100,000 to $1,000,000.

Subleases and wet leases............. Under certain of the leases, the lessee may sublease the aircraft without our
consent, provided certain conditions are met. Under most of our leases, the
lessee may wet lease the aircraft without our consent, provided that the lessee
does not part with operational control of the aircraft. Where there is a sublease
or a wet lease, the lessee remains fully liable to us for all its payment and
performance obligations under the lease and we have no contractual relationship
with the sublessee or the wet lessee. The following lessees sublease their
aircraft: Britannia (to Ansett Australia Limited) and Icelandair (to Falcon Air
AB, based in Sweden). To our knowledge, four lessees wet lease their aircraft:
TransAer (to Libyan Arab Airlines and Air France), Pegasus (to Eurofly, based
in Italy), Air Atlanta Icelandic (to Iberia, based in Spain) and Region Air (to
Pacific Airlines, based in Vietnam, and P.T. AWAIR International, based in
Indonesia). Our consent was not required for these wet leases. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Recent Developments -- Bankruptcy of TransAer".

THE COMMERCIAL AIRCRAFT INDUSTRY

The demand for air travel can be measured in Revenue Passenger Miles or
"RPMs". RPMs are calculated by multiplying the number of fare-paying passengers
carried by the distance flown in miles. In 1999, the total number of RPMs flown
was 1,927 billion representing approximately 54 million journeys. The data
presented in this section for 1999 is based on "preliminary" data published by
The Airline Monitor. The air travel markets in the United States and Europe are
the largest in the world. A breakdown of the world market is shown in the chart
below.

[GRAPHIC OMITTED]

(Pie chart showing world RPMs by region [The Airline Monitor].)

The global air travel market grew 6.4% in 1999 and had a compound annual
growth rate from 1990 to 1999 of approximately 5.9%. There is a high degree of
consistency among analysts and competitors about the likely growth of this
industry. Airline Monitor expects growth to continue and is projecting an
underlying growth rate between 2000 and 2005 of 4.5% whereas for the same period
Boeing expects 4.7% and Airbus 4.85%. However, this rate of increase is not
uniform and varies both over time and regionally primarily as a result of
economic factors and the maturity of the relevant market.

For example, the highest rates of annual increase in RPMs in 1998 were on
domestic routes within Europe (14.5%). The greatest declines have been on
international and domestic routes from Asia (2.2% due to the economic crisis).

The following graphs show historical and projected RPMs on a regional basis
as stated in the Airline Monitor.

[GRAPHIC OMITTED]
(Graphs showing historical and projected growth of RPMs (1990-2004) in (1)
United States, (2) Europe, (3) Asia/Pacific and (4) rest of the world [The
Airline Monitor].

The world's airlines are now enjoying their sixth consecutive year of
profitability.

[GRAPHIC OMITTED]
(Bar chart showing annual profits of airlines 1990-1998 [Boeing Current Market
Outlook].)

In addition to the underlying cyclical economic factors, the operating
environment within the air travel industry has been changing dramatically during
the 1990s. The trend of US-style deregulation and privatization of airlines is
now virtually complete in Europe and is increasingly evident in other countries
and regions all over the world.

Deregulation of travel between countries and regions is also increasing, with
open skies agreements now concluded between the US and 35 countries and
recently between the EU and the Mercosur countries in South America.

The load factor is a measure of how many passengers an aircraft is carrying
as a proportion of the maximum number that it could carry. Load factors in 1999
were 3.7% higher than in 1990 as the airlines operate much more efficiently.

[GRAPHIC OMITTED]
(Graph showing annual world airline load factors 1990-1999. [Source:
The Airline Monitor])

World Airline Load Factors

The demand for aircraft has also been strong since 1996 with low
availability of used aircraft and deliveries of new aircraft in subsequent years
reaching historically high levels. Some of this demand is artificially increased
as many of the first and second generation commercial jets are being retired
either because of age or obsolescence. This program of retirals is still in the
fairly early stages with only 918 aircraft retired of 3,480 produced that are
now more than 25 years old. Between 2000 and 2005, the Airline Monitor expects
5,212 new aircraft to be delivered, of which 3,470 will be required for growth
and 1,742 will be required for replacement.

Aircraft Deliveries and Retirals

[GRAPHIC OMITTED]

The primary factor in determining the operating lease rate that can be
obtained for an aircraft is the availability of competing aircraft at that time.
During the last ten years, availability has declined from historically high
levels with the overall surplus in 1999 representing only 4.1% of the world
fleet. In recent years however, there has been a relatively higher availability
of widebody aircraft (as a percentage of the world widebody fleet) than
narrowbody aircraft because of the crisis in Asia. An increase in the number of
new aircraft being delivered combined with the slower overall growth in air
travel has led to a recent increase in the number of aircraft available and, as
a result, to a reduction in the operating lease rates that can be obtained for
competing aircraft.

Aircraft Available for Sale or Lease

[GRAPHIC OMITTED]

OPERATING LEASES

Introduction

Operating leasing has grown steadily over the last decade:

o to facilitate the matching of excess aircraft supply and demand in
different geographical regions;

o to provide short-to-medium term capacity (i.e. for less than the
useful life of an aircraft); and

o to bridge the financing gap for under-capitalized airlines, typically
where financing is not otherwise available.

The following discussion highlights the principal features of an operating
lease. All of our leases generally conform to this description.

Lease Payments and Security

Operating leases require the lessees to pay periodic rentals during the
lease term. Lessees must make payments to the lessor without set-off or
counterclaim, and leases generally include an obligation of the lessee to
gross-up payments under the lease where payments are subject to certain
withholding and other taxes. Leases also contain an indemnification of the
lessor for certain taxation liabilities (including, in some leases, value added
tax and stamp duties, but generally excluding net income tax or its equivalent
imposed on the lessor) and taxation of indemnity payments. Lessees are also
obliged to pay default interest on any overdue amounts. In some cases, the
lessee may exercise certain remedies if the lessor breaches its covenant of
quiet enjoyment.

Lessees generally indemnify the lessor for operating expenses accrued or
payable during the term of the lease, which normally include maintenance,
operating, overhaul, airport and navigation charges, certain taxes, licenses,
consents and approvals, aircraft registration and hull all risks and public
liability insurance premiums. Lessees are obliged to remove liens on the
aircraft other than certain liens permitted under the leases.

Operation of the Aircraft

Operating leases require the lessees to operate the aircraft in compliance
with all laws and regulations applicable to the aircraft. The aircraft generally
must remain in the possession of the lessees, and any subleases of the aircraft
generally must be approved by the lessor. Under many leases, the lessees may
enter into charter or "wet lease" arrangements in respect of the aircraft (i.e.,
a lease with crew and services provided by the lessee) without the lessor's
consent, provided that the lessee does not part with operational control of the
aircraft. Under certain leases, the lessee is permitted to enter into subleases
to specified operators without the lessor's consent, provided that certain
conditions are met.

Leases generally permit lessees to subject the engines, and other equipment
or components in certain cases, to removal or replacement and, in certain cases,
to pooling arrangements (temporary borrowing of equipment), in some cases with
permitted entities (which may include certain manufacturers, suppliers, other
airlines or aircraft operators) without the lessor's consent but subject to
conditions set out in the lease. Lessees may generally deliver possession of the
aircraft, engines and other equipment or components to the manufacturer for
testing or similar purposes, or to a third party for service, maintenance,
repair or other work required or permitted under the lease. The lessor's ability
to repossess the aircraft or engines, equipment or components from a sublessee,
transferee, manufacturer, or other person may be restricted by liens or similar
rights of detention and by applicable bankruptcy and insolvency laws.

Maintenance and Maintenance Reserves

Operating leases generally contain detailed provisions specifying
maintenance standards and the required condition of the aircraft upon
redelivery. In some leases, depending upon the specific maintenance condition of
the aircraft or specified items (airframe, engines, certain components,
auxiliary power unit or landing gear) at redelivery, the lessee may be required
to make certain adjustment payments to the lessor. During the term of a lease,
the lessee is required to ensure that the aircraft is maintained in accordance
with an agreed maintenance program designed to ensure that the aircraft meets
applicable airworthiness and other regulatory requirements in the jurisdiction
in which the aircraft is registered. The agreed maintenance program is generally
performed by the lessee.

In some leases, the lessee is required to provide monthly maintenance
reserves, which are used to reimburse the lessee for significant maintenance
charges, including major airframe and engine overhauls. In leases where there is
no provision for the payment of maintenance reserves, the lessor must rely on
the credit of the lessee or, if available, any credit support, and the ability
of the lessee to return the aircraft in the condition required by the lease upon
termination, to make any required payments based on the aircraft's return
condition upon termination of the related lease and to perform scheduled
maintenance throughout the lease term.

Lessees are generally required under the leases to comply with "ADs", or
airworthiness directives, of the applicable aviation authorities specified in
the leases and with manufacturer's service bulletins, and lessees primarily bear
the cost of compliance. However, the lessor may be required by the lease to
contribute to the cost of certain ADs or manufacturer's service bulletins or to
the cost above a specified threshold.

Indemnification and Insurance of Aircraft

Liability Insurance

In addition to operational indemnities under the lease, operating leases
require lessees to carry insurance for any liabilities arising out of the
operation of the aircraft, including liabilities for death or injury to persons
and damage to property that ordinarily would attach to the operator of the
aircraft. Liability insurance coverage typically includes third party legal
liability, passenger legal liability, baggage legal liability, cargo legal
liability, mail and aviation general third party (including products) legal
liability. Liability insurance coverage is generally subject to customary
industry exclusions.

In some jurisdictions liabilities for risks that lessees insure against may
also attach to the owner of the aircraft whether or not the owner is in any way
responsible for the related loss. In addition, claimants may assert claims
against the aircraft owner on the basis of alleged responsibility for a loss.
Operating leases generally require that lessees indemnify owners against third
party claims, including the costs of defending against such claims. Indemnified
losses include both aircraft operating costs as well as losses to persons and
property resulting from the operation of the aircraft. The latter types of
losses are generally covered by the lessee's liability insurance.

Aircraft Property Insurance

Operating leases also require that lessees carry various types of aircraft
property insurance that are customary in the air transportation industry. The
aircraft property insurance typically includes all risks aircraft hull and hull
war risks insurance (in each case at a stipulated lease value, subject to
adjustment in certain circumstances) and aircraft spares insurance (on a
replacement cost basis). The lessor is permitted, in most cases, to increase the
insured value above the stipulated lease value consistent with industry practice
with the lessee responsible for any increase in the premium. In addition to the
stipulated lease value coverage obtained by the lessee, the lessor may purchase
"total loss only" coverage for certain aircraft. Aircraft property insurance is
also subject to customary industry deductions.

Operating leases generally include provisions defining an event of loss or
a casualty occurrence so that where a total loss of the airframe occurs, with or
without loss of the engines installed on the airframe, the agreed value is

payable by the lessee. This payment is generally funded with insurance proceeds.
However, the industry practice is to treat only a loss of greater than 75% of
the value of the aircraft, including the engines, as a total loss. In the case
of a total loss of 75% or less of the value of the aircraft, the lessee is
generally responsible for the payment of the difference between the insurance
proceeds and the stipulated lease value. Where insurance proceeds do cover a
total loss, most operating leases require that the lessor pay the balance of any
insurance proceeds received under hull all risks or war risks policies to the
lessee, after deducting any amounts payable by the lessee under the lease.

Insurance certificates generally contain a breach of warranty endorsement.
This endorsement ensures that additional insureds continue to be protected even
if the lessee violates one or more of the terms, conditions or warranties of the
insurance policies, provided that the additional insured has not caused,
contributed to or knowingly condoned such breach.

Operating leases may also require that lessees maintain, as part of their
hull war and allied perils insurance, coverage for confiscation or requisition
of the aircraft. This includes confiscation or requisition by the relevant state
of registration. However, in certain countries (including France and China) such
insurance may not be obtainable.

Contingent Liability Coverage

Lessors of aircraft under operating leases may obtain additional contingent
liability coverage. This operates both to cover any liability in excess of the
coverage provided by a lessee's policy and where a lessee's policy lapses for
any reason, including an early termination of a lease and repossession of an
aircraft. The amount of the contingent liability policies may not be the same as
required under the relevant lease and is generally subject to certain
limitations imposed by the air transportation insurance industry.

MSAF GROUP

MSAF is a special-purpose statutory business trust formed on October 30,
1997 under the laws of Delaware for an unlimited duration for certain limited
purposes. These limited purposes include (1) owning all of the equity interest
in various aircraft-owning subsidiaries and (2) acquiring, financing,
re-financing, owning, leasing, re-leasing, selling, maintaining and modifying
the aircraft and any additional aircraft that MSAF acquires in the future. MSAF
group may also enter into certain hedging contracts as described under "Interest
Rate Risk Management" and establish and provide loans or guarantees to, or in
respect of, its subsidiaries and any entities that may be established or
acquired in the future in connection with acquisitions of additional aircraft.

As of October 1, 2000, MSAF had ten direct subsidiaries: MSA I, MSA II, MSA
III, MSA IV, MSA V, MSA VI, MSA VII, Aircraft SPC-5, Inc. (the "aircraft-owning
subsidiaries"), Greenfly (Ireland) Limited and Redfly (UK) Limited (the "leasing
subsidiaries").

MSAF is governed by seven trustees, including four controlling trustees who
are officers of an affiliate of MSDW, two independent trustees and one Delaware
trustee. 100% of the beneficial interest in MSAF is held by MSDW Aircraft
Holdings, an indirect wholly owned subsidiary of MSDW. MSDW Aircraft Holdings
may transfer all or a portion of its beneficial interest in MSAF to a third
party in the future. For more information regarding the ownership and governance
of MSAF, see "Management of MSAF Group".

Our registered office is located at 1100 North Market Street, Rodney Square
North, Wilmington, Delaware 19890-0001 care of Wilmington Trust Company,
attention: Corporate Trust Administration and our telephone number is
1-302-651-1000.

MANAGEMENT OF MSAF GROUP

Except to the limited extent described in this prospectus, particularly
upon an event of default under the indenture, neither the trustee nor any
noteholder has any right to participate in the management or affairs of MSAF
group. In particular, they cannot supervise the functions relating to the leases
and the re-lease of the aircraft in MSAF's portfolio, which have generally been
delegated to ILFC under the amended and restated servicing agreement. See "Risk
Factors -- No Executive Management -- Reliance on Third Parties to Manage Our
Business," "Description of the Notes -- Indenture Covenants" and "Description of
the Notes -- Events of Default and Remedies".

Trustees

There are seven trustees of MSAF: a Delaware trustee, two independent
trustees and four controlling trustees. The controlling trustees manage MSAF.
The controlling or independent trustees or directors, as applicable, of each
aircraft-owning subsidiary are the same persons as the controlling trustees and
the independent trustees of MSAF, unless any provisions of local law mandating a
particular citizenship for trustees or directors require otherwise. The initial
controlling trustees and independent trustees were appointed by a subsidiary of
MSDW. Any succeeding or additional controlling trustees and independent trustees
will be appointed by a majority of the then standing controlling trustees.
Transactions or proceedings involving certain insolvency proceedings of MSAF may
only be approved by a unanimous vote of all controlling trustees and all
independent trustees.

The controlling trustees and the independent trustees of MSAF are as
follows:

Name Age Title
- ---- --- -----

Karl Essig.................... 48 Controlling trustee
Alexander C. Frank............ 42 Controlling trustee
A. Maurice Mason.............. 36 Controlling trustee
C. Scott Peterson............. 40 Controlling trustee
Juan C. O'Callahan............ 66 Independent trustee
Alexander C. Bancroft......... 62 Independent trustee

Karl Essig is a Managing Director and the co-head of the global Securitized
Products Group at MSDW. Mr. Essig joined MSDW in 1980 and has worked in the
London, New York and Tokyo offices on corporate finance, capital markets,
derivatives and securitization transactions. In 1986 he founded Morgan Stanley's
Asset-Backed Finance Group which he headed for five years. In 1992, Mr. Essig
established the International Securitization Group, focusing on transactions in
Europe and Asia, and during 1999 was appointed co-head of the worldwide
business. Mr. Essig is a graduate of Stanford University and the Yale School of
Management.

Alexander C. Frank is a Managing Director in the Corporate Treasury
Department, and the Treasurer of MSDW. Mr. Frank joined MSDW in 1985 and has
worked in the New York and London offices, in the firm's Corporate Treasury and
Corporate Tax Departments. In 1990 he established Morgan Stanley Treasury's
European Capital and Financing activity in London. In 1993 Mr. Frank assumed
responsibility for the firm's Global Capital and Finance function and became the
Treasurer for North and South American activities. In 1998, Mr. Frank was
appointed Treasurer of MSDW. Mr. Frank is a graduate of Dartmouth College and
the University of Michigan School of Business Administration.

A. Maurice Mason is a Managing Director in the Aircraft Group at Morgan
Stanley & Co. International Limited. He joined MSDW's Investment Banking
Division in 1994 where he was responsible for MSDW's corporate finance
activities in the European transportation sector. Prior to joining MSDW, he
spent over six years in the capital markets group at GPA Group plc. Mr. Mason
received a BA, BAI degree from Trinity College, Dublin.

C. Scott Peterson is a Managing Director in the Aircraft Group at Morgan
Stanley & Co. International Limited. Mr. Peterson joined MSDW in 1988 in the
Fixed Income Division. In 1989 he established the Equipment Finance Group to
focus on transactions backed by aircraft and other capital equipment and led
both the Equipment Finance and Liability Management Groups until his transfer to
London in 1996. Mr. Peterson is a graduate of Oregon State University and The
Wharton School.

Juan C. O'Callahan is principal of JOCR, an aviation consultancy based in
Connecticut. He joined The Boeing Company in 1961 after a career as a fighter
pilot with the United States Marine Corps and has since worked at Pacific Air
Lines, World Airways and GPA Group plc (having founded TAI, a forecasting and
valuation consultancy that was acquired by GPA in 1982). He has served on the
boards of America West Inc., Avitas Inc., Pembroke Capital Limited and WorldCorp
Inc. Mr. O'Callahan is a graduate of the University of Pittsburgh, where he
obtained a BSc in Aeronautical Engineering.

Alexander C. Bancroft is a partner of the law firm of Shearman & Sterling.
He specializes in the legal aspects of the financing of aircraft and other
transportation equipment. He joined Shearman & Sterling in 1964 after military
service and became a partner in 1973. Mr. Bancroft is a graduate of Harvard
College and Harvard Law School.

The independent trustees are entitled to participate in all meetings of the
controlling trustees but are only entitled to vote on any action (1) to cause
MSAF or any subsidiary of MSAF to institute any proceeding seeking liquidation
or insolvency or similar proceeding, (2) to consent to any liquidation,
insolvency or similar proceeding instituted against MSAF or any subsidiary of
MSAF, (3) to take certain other actions related to insolvency matters, and (4)
to sell, transfer, or otherwise dispose of, directly or indirectly, any aircraft
where the proceeds received from such sale or transfer are less than certain
targets set forth in the indenture. The unanimous consent of all the controlling
trustees and the independent trustees shall be required to take any action
specified in clauses (1), (2) or (3) above. See "Description of the Notes --
Indenture Covenants -- Bankruptcy and Insolvency".

As is common with many other special purpose companies, MSAF will not have
any employees or executive officers. Accordingly, the controlling trustees will
rely upon the servicer, the administrative agent, the cash manager, the
financial advisor and the other service providers for all asset servicing,
executive and administrative functions pursuant to the respective service
provider agreements.

All trustees will be compensated for travel and other expenses incurred in
the performance of their duties. MSAF will pay each independent trustee $50,000
per annum for their services. The controlling trustees will not receive
remuneration from MSAF for their services.

The controlling trustees have not received any additional cash or non-cash
compensation as salary or bonus for their services as controlling trustees. In
the future, however, controlling trustees may receive an interest in the
beneficial interest of MSAF. None of the trustees of MSAF currently has an
employment contract with MSAF.

Beneficial Ownership of MSAF

All of the beneficial interest in MSAF is currently owned by MSDW Aircraft
Holdings, an indirect wholly-owned subsidiary of MSDW, but MSDW Aircraft
Holdings may transfer all or a portion of the beneficial interest to related or
unrelated third parties in the future.

The Servicer

ILFC and its affiliates cannot be held responsible for any liabilities of
MSAF or its affiliates, including any payments due to you on the notes.

ILFC is engaged in the leasing and management of commercial jet
aircraft under operating leases for its own portfolio as well as for third
party lessors. As of December 31, 1999, adjusted to give effect to MSAF group's

acquisition of all of its portfolio, the portfolio of aircraft managed by ILFC
comprised 446 aircraft, of which ILFC and its affiliates owned 357, valued at
greater than $18 billion and operated by approximately 130 airlines in more
than 55 countries throughout the world. ILFC has committed to purchase a total
of 331 aircraft from manufacturers, deliverable through 2007. In addition,
ILFC is engaged in the remarketing of commercial jets for its own account, for
airlines and for third party lessors.

ILFC is headquartered in Los Angeles, California, from where its staff of
approximately 95 employees handles all of the leasing, management and
remarketing relationships. ILFC's management services include collecting rental
payments, arranging and monitoring aircraft maintenance performed by others,
technical inspection of aircraft, arranging and monitoring insurance, arranging
for aircraft valuations, registration and deregistration of aircraft, monitoring
compliance with lease agreements and enforcement of lease provisions against
lessees and facilitating delivery and redelivery of aircraft. ILFC may also
arrange the sale of its customers' aircraft to third parties. See "Risk Factors
- -- Conflicts of Interest of ILFC".

The table below shows the different aircraft comprising the portfolio
managed by ILFC as of December 31, 1999 by manufacturer and by whether the
aircraft are owned and managed by affiliates of ILFC or managed for third
parties (including MSAF group), and giving effect to MSAF group's acquisition of
all its portfolio.

Other
MSAF ILFC Managed
Aircraft Type and Class Group Fleet(1) Third Parties Total
- ----------------------- ----- -------- ------------- -----

Airbus
A300................... 2 6 -- 8
A310................... 3 7 10
A319................... -- 11 1 12
A320................... 6 44 1 51
A321................... 2 29 -- 31
A330-200/300........... 1 23 -- 24
A340................... 1 11 -- 12
Boeing
B737-300/400/500....... 20 82 19 121
B737-600/700/800....... -- 17 -- 17
B747-300............... 1 2 -- 3
B747-400............... 1 11 -- 12
B757-200............... 8 53 2 63
B767-200............... 1 3 -- 4
B767-300............... 5 40 1 46
B777-200............... -- 9 -- 9
MD11................... -- 6 -- 6
MD82................... 1 -- -- 1
MD83................... 4 1 4 9
DC10-30................ -- 2 -- 2
Fokker N.V.
F50.................... 2 -- -- 2
F70.................... 3 -- -- 3
--- --- --- ---
Total.................. 61 357 28 446
=== === === ===
Body Type
Widebody............... 15 118 1 134
Narrowbody............. 44 239 27 310
Turboprop.............. 2 -- -- 2
Stage Compliance

Other
MSAF ILFC Managed
Aircraft Type and Class Group Fleet(1) Third Parties Total
- ----------------------- ----- -------- ------------- -----

Stage 3................ 61 357 28 446

- ----------
(1) Certain aircraft included in the ILFC fleet are owned by joint ventures or
pursuant to sale leaseback or other arrangements in which unaffiliated
parties have interests.

ILFC provides services with respect to all of the aircraft in our portfolio
(except where a substitute servicer may perform the services as described below)
under an amended and restated servicing agreement which, among other things,
provides that ILFC will act in accordance with applicable law and with
directions given by MSAF group from time to time in accordance with the
servicing agreement. In addition ILFC agrees to perform its services in
accordance with the ILFC Services Standard and the ILFC Conflicts Standard, as
described below.

Pursuant to the servicing agreement, ILFC will not be liable to MSAF group
for any losses arising (1) as a result of an aircraft or engine sold, leased or
purchased on less favorable terms than might have been achieved at any time,
provided such transactions were entered into on the basis of a commercial
decision of ILFC or (2) in respect of ILFC's obligation to apply the ILFC
Conflicts Standard in respect of its performance of the services, except, in
either situation, in the case of wilful misconduct or fraud on the part of ILFC.
See "Risk Factors -- Limitation on ILFC's Liability".

Aircraft Services

ILFC has agreed to:

o engage and maintain the necessary staff and supporting resources
required to perform its services;

o grant MSAF group and its agent, access to its information, programs,
records and personnel to enable MSAF group to monitor its compliance
with the servicing agreement and for general MSAF group business; and

o separate its own funds from the funds of any person within MSAF group.

ILFC provides a wide range of services to MSAF group, including:

o lease marketing, such as remarketing, lease drafting, negotiation and
execution;

o aircraft asset management, such as rent collection, aircraft
maintenance, insurance, contract compliance and enforcement against
current lessees, and accepting delivery and redelivery of aircraft;

o current aircraft sales;

o arranging valuations and monitoring and advising MSAF group on
regulatory developments;

o assisting MSAF group to stay in compliance with certain covenants
under the indenture;

o providing MSAF group with data and information relating to our
aircraft and the commercial aviation industry;

o assistance with any public or private offering and sale of refinancing
notes or additional notes of MSAF;

o legal and other professional services relating to the lease, sale or
financing of our aircraft, amendment modification or enforcement of
our aircraft lease; and

o periodic reporting of operational, financial and other information on
our aircraft and leases.

Operating Guidelines

ILFC does not have any fiduciary or other implied duties to you or MSAF
group, and its obligations are limited to the express terms of the servicing
agreement. In accordance with the express terms of the servicing agreement, ILFC
will act in accordance with applicable law and with MSAF group's directions.

ILFC may exercise such authority as is necessary to give it a practicable
and working autonomy in performing the services and must also comply with the
following two principal contractual standards in performing its services.

(1) ILFC must perform its services with reasonable care and diligence as
if it were the owner of the aircraft consistent with the customary
commercial practice of a prudent international aircraft lessor in the
management servicing and marketing of commercial jet aircraft and
related assets. This is referred to as the "ILFC Services Standard".

(2) If a conflict of interest arises regarding ILFC's management,
servicing or marketing of: (a) any two aircraft in our portfolio or
(b) any aircraft in our portfolio and any other assets owned, managed,
serviced or marketed by ILFC, ILFC is required to notify MSAF and
perform the services in good faith. If the two aircraft and other
assets owned, managed, serviced or marketed by ILFC are substantially
similar in terms of objectively identifiable characteristics that are
relevant for the particular services to be performed, ILFC will not
discriminate among the aircraft or between any of the aircraft in our
portfolio and any other aircraft then owned, managed, serviced or
marketed by ILFC on an unreasonable basis. This is referred to as the
"ILFC Conflicts Standard".

All transactions to be entered into by ILFC on behalf of MSAF group (other
than with other persons within MSAF group) must be at arm's length and on fair
market value terms unless otherwise agreed or directed by MSAF group. Certain
transactions or matters require the specific approval of MSAF group, including:

o sales of (or commitments or agreements to sell) aircraft, other than
as required by a lease;

o the entering into of any new leases (including renewals or extensions,
unless any such lease had originally been approved) if the lease does
not comply with any applicable operating covenants set forth under
"Description of the Notes -- Operating Covenants";

o terminating any lease or leases to any single lessee with respect to
aircraft then having a value in excess of $100 million;

o unless provided for in the applicable budget, entering into any
contract for the modification or maintenance of aircraft where the
costs to be incurred (A) exceed the greater of (i) the estimated
aggregate cost of a heavy maintenance or structural check for similar
aircraft and (ii) available maintenance reserves or other collateral
under the related lease or (B) are outside the ordinary course of MSAF
group's business;

o entering into any capital commitment or confirming any order or
commitment to acquire or acquiring aircraft or engines on behalf of
MSAF group, except, with respect to a replacement engine or a spare
part for an aircraft, (A) if provided for in the applicable budget or
(B) at such times and on such terms and conditions as ILFC deems
reasonably necessary or appropriate and in no greater quantity than
that which is required to enable the aircraft to be leased;

o issuing any guarantee on behalf of, or otherwise pledging the credit
for borrowed money of, any person within MSAF group;

o unless otherwise permitted, entering into any agreement for services
to be provided in respect of aircraft by third parties at MSAF group's
cost outside the ordinary course of ILFC's business, except to the
extent provided for in the applicable budget; and

o incurring or causing to be incurred on behalf of any person within
MSAF group any liability (actual or contingent), unless contemplated
in the applicable budget, pursuant to a transaction of a type for
which MSAF group's specific approval is otherwise required, or
incurred in the ordinary course of MSAF group's business.

Budgets

MSAF group will adopt an annual and a three-year budget each year for all
aircraft. ILFC has agreed to use its best efforts to achieve the annual budget
for each year.

Management Fees and Servicer Expenses

ILFC receives the following fees:

o a monthly retainer fee equal to approximately $250,000,

o a monthly fee equal to 1% of the aggregate rent due for any month (or
portion of a month), and

o a monthly fee equal to approximately 1.25% of the aggregate rent
actually paid for the month.

In addition, ILFC receives certain incentive fees based on MSAF group
results and aircraft sales. For the fiscal year ended November 30, 1998 ILFC
received $0.5 million in result-based incentive fees. For the fiscal year ended
November 30, 1999, no result-based incentive fees were paid to ILFC. There were
no sales-based incentive fees for either period.

ILFC also will be reimbursed for certain expenses incurred in connection
with its performance of the services.

Term and Termination

For the 32 aircraft and one engine that we acquired in 1997 and 1998, the
servicing agreement will expire on May 26, 2023. For the 29 aircraft that we
acquired in 2000, the servicing agreement will expire on May 1, 2025.

ILFC may terminate the servicing agreement if:

o MSAF does not pay any amount payable by MSAF within five days of a
delinquency notice;

o MSAF or any of its subsidiaries shall materially breach any of their
obligations under the servicing agreement other than payment
obligations;

o all of the public debt of the MSAF group is repaid or defeased in full
in accordance with the terms of any indenture;

o all of the aircraft in our portfolio are sold;

o an involuntary proceeding under applicable bankruptcy, insolvency,
receivership or similar law against MSAF, any of its subsidiaries or a
substantial part of the property or assets of any person within MSAF
group, continues undismissed for 120 days or any such person shall go
into liquidation, suffer a receiver or mortgagee to take possession of
all or substantially all of its assets or have an examiner appointed
over it, or a petition or proceeding is presented for any of the
foregoing and not discharged within 120 days; or

o a voluntary proceeding is commenced under bankruptcy, insolvency,
receivership or similar law by MSAF or any of its subsidiaries or MSAF
or any of its subsidiaries, consents to the institution of, or fails
within 120 days to contest the filing of, any petition described
above, or files an answer admitting the material allegations of any
such petition, or makes a general assignment for the benefit of its
creditors.

MSAF may terminate the servicing agreement if:

o ILFC materially breaches any of its obligations under the servicing
agreement;

o ILFC fails, within a reasonable period of time, to re-lease an
aircraft upon the termination of any lease or to sell an aircraft upon
commercially reasonable written direction from MSAF;

o all of the public debt of the MSAF group is repaid or defeased in full
in accordance with the terms of any indenture;

o all of the aircraft in MSAF group's portfolio are sold;

o a rating decline occurs as a result of a change of control of ILFC;

o an involuntary proceeding under applicable bankruptcy, insolvency,
receivership or similar law against ILFC or any of its subsidiaries
continues undismissed for 120 days or ILFC goes into liquidation,
suffers a receiver or mortgagee to take possession of all or
substantially all of its assets or has an examiner appointed over it
or if a petition or proceeding is presented for any of the foregoing
and not discharged within 120 days; or

o a voluntary proceeding is commenced by ILFC under bankruptcy,
insolvency, receivership or similar law or ILFC consents to the
institution of, or fails within 120 days to contest the filing of, any
petition described above, or files an answer admitting the material
allegations of any such petition, or ILFC makes a general assignment
for the benefit of its creditors.

Except where ILFC terminates the servicing agreement because MSAF does not
pay ILFC, the servicing agreement may not be terminated unless a replacement
servicer has been appointed and accepts such appointment. In the event that a
replacement servicer has not been appointed within 90 days after any termination
of the servicing agreement or resignation by ILFC, ILFC may petition any court
of competent jurisdiction for the appointment of a replacement servicer.

Assignment of Servicing Agreement

ILFC and MSAF may not assign their rights and obligations under the
servicing agreement without each other's prior consent.

Priority of Payment of Servicing Fees and Reimbursable Expenditures

ILFC's fees and expenses rank senior in priority of payment to all payments
on the notes.

Corporate Management

Administrative Agent

Cabot Aircraft Services Limited acts as the administrative agent of MSAF
group. Cabot is an indirect wholly owned subsidiary of MSDW.

Cabot is responsible for providing administrative, accounting, bank account
management and calculation and other services to MSAF. Cabot's duties include:

o monitoring the performance of ILFC (including ILFC's compliance with
the servicing agreement) and reporting on such performance to MSAF;

o preparing annual budgets and presenting them to MSAF group for
approval;

o preparing and coordinating reports to investors and to the Securities
and Exchange Commission, including preparing press releases and
managing investor relations with the assistance of outside counsel and
auditors, if appropriate;

o providing the trustee with information required by the trustee to
provide its reports to the noteholders; and

o providing additional services upon the request of MSAF group upon
terms to be agreed at the time of any such request.

Cabot may delegate one or more of the above administrative services to a
third party.

Cabot receives a monthly fee equal to 0.5% of the rental payments made by
the lessees under the leases for such month from MSAF group in respect of its
services to MSAF group subject to an annual minimum of $500,000. Cabot is
entitled to indemnification by MSAF group for, and will be held harmless
against, any loss or liability incurred by Cabot arising out of or in connection
with its provision of administrative services to MSAF group (other than through
its own deceit, fraud, gross negligence or wilful misconduct or that of its
officers, directors, agents and employees). MSAF group may remove Cabot at any
time on 120 days' written notice. Cabot may resign on 120 days' written notice
in certain circumstances.

Cash Manager

Bankers Trust Company acts as the cash manager. Subject to certain
limitations and at the direction of MSAF group, Bankers Trust is authorized to
invest the funds held by MSAF group in the accounts in certain prescribed
investments (the "permitted account investments") on permitted terms.

Bankers Trust devotes the same amount of time and attention to and is
required to exercise the same level of skill, care and diligence in the
performance of its services as a prudent businessperson would in administering
such services on its own behalf. Bankers Trust's annual fees are not expected to
exceed $50,000 per annum. Bankers Trust is entitled to indemnification by MSAF
group for, and will be held harmless against, any loss or liability incurred by
Bankers Trust (other than through its own gross negligence (or simple negligence
in the handling of funds), deceit, fraud or wilful misconduct or that of its
officers, directors, agents and employees).

MSAF may remove Bankers Trust at any time on 90 days' written notice as
long as MSAF group has engaged another person or entity to perform the services
that were being provided by Bankers Trust. Bankers Trust may resign on 90 days'
written notice as long as MSAF group has engaged another person or entity to
perform the services that were being provided by Bankers Trust.

Financial Advisor

Morgan Stanley & Co. Incorporated acts as the financial advisor. Morgan
Stanley & Co. Incorporated is a wholly owned subsidiary of MSDW.

The financial advisor is responsible for assisting MSAF group in developing
and implementing its interest rate risk management policies and developing
models for the purposes of analyzing the financial impact of aircraft lease,
sale and capital investment decisions. The financial advisor receives a fee of
$50,000 per annum, payable monthly in arrears in equal installments, from MSAF
group in respect of its services to MSAF group. MSAF or the financial advisor
may terminate the financial advisory agreement on 30 days' written notice.

Delaware Trustee

Wilmington Trust Company acts as agent for service of process in Delaware
and signs certain filings with the Delaware Secretary of State on behalf of MSAF
group, other than Aircraft SPC-5, Inc. and the leasing subsidiaries. Wilmington
Trust maintains MSAF group's principal place of business in Delaware.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated financial information presented in the following
table for the fiscal years ended November 30, 1999 and 1998 and for the period
from October 30, 1997 (date of formation) to November 30, 1997 has been derived
from, and should be read in conjunction with, the audited consolidated financial
statements of MSAF group (including the notes thereto) which, together with the
report of Deloitte & Touche, independent accountants, are included elsewhere
herein. The selected consolidated financial information for the nine months
ended August 31, 2000 and August 31, 1999 has been derived from, and should be
read in conjunction with, the unaudited financial statements of MSAF group
(including the notes thereto) which, in the opinion of management, reflect all
adjustments, consisting of only normal, recurring adjustments, necessary for a
fair presentation of such information and which have been prepared in accordance
with the same accounting principles followed in the presentation of MSAF group's
audited financial statements. The statement of operations information for the
nine months ended August 31, 2000 is not necessarily indicative of the results
that may be expected for the full fiscal year.

Period from Nine Months
October 30, 1997 Fiscal Year Fiscal Year ended Nine Months
(date of formation) ended ended August 31, ended
to November 30, November 30, November 30, 1999 August 31, 2000
1997 1998 1999 (unaudited) (unaudited)
--------------- ------------ ------------ ------------ ---------------
(Dollars in thousands)

Statement of Operations Data:
Revenues:
Lease income, net ...................... $ 4,747 $ 120,005 $ 114,651 $ 87,031 $ 143,816
Investment income on
collection account ...................... -- 2,156 1,845 1,344 2,544
----------- ----------- ----------- ----------- -----------
Total revenues ......................... 4,747 122,161 116,496 88,375 146,360
----------- ----------- ----------- ----------- -----------
Expenses:
Interest expense ....................... -- 50,533 63,584 47,886 79,403
Depreciation expense ................... 43 38,876 47,060 35,295 60,127
Operating expenses:
Service provider and
other fees ......................... -- 9,534 8,568 6,444 10,222
Maintenance and other
aircraft related costs................... -- 2,969 5,216 5,446 13,651
----------- ----------- ----------- ----------- -----------
Total expenses ......................... 43 101,912 124,428 95,071 163,403
----------- ----------- ----------- ----------- -----------
Net income/(loss) ....................... $ 4,704 $ 20,249 $ (7,932) $ (6,696) $ (17,043)
=========== =========== =========== =========== ===========
Statement of Cash Flows Data:
Net cash provided by operating
activities ............................. $ -- $ 83,941 $ 43,607 $ 34,751 $ 62,949
Net cash used for investing
activities ............................. (66,370) (887,315) -- -- (876,793)
Net cash provided by/(used
for) financing activities .............. 66,370 838,224 (43,338) (32,009) 848,978
Balance Sheet Data:
Cash and cash equivalents ............... $ -- $ 34,850 $ 35,119 $ 37,592 $ 70,253
Total Assets ............................ 71,074 1,010,492 957,474 971,766 1,964,761
Total Liabilities ....................... 66,369 1,057,241 1,012,155 1,025,211 1,958,474
Total Beneficial Interestholder's
Equity/(Deficit) ....................... 4,705 (46,749) (54,681) (53,445) 6,287

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following pro forma consolidated financial information of MSAF group
consists of Unaudited Pro Forma Consolidated Statements of Operations for the
fiscal year ended November 30, 1999 and the nine months ended August 31, 2000
(collectively, the "Pro Forma Statements").

The Unaudited Pro Forma Consolidated Statements of Operations were prepared
by adjusting the historical consolidated statements of operations of MSAF group
for the fiscal year ended November 30, 1999 and the nine month period ended
August 31, 2000. The Unaudited Pro Forma Consolidated Statements of Operations
give effect to (1) MSAF group's acquisition of 29 aircraft from a subsidiary of
MSDW (27 of such aircraft were acquired by MSDW from International Lease Finance
Corporation, and the remaining 2 were acquired from GE Capital Corporation); (2)
adjustments necessary to reflect a full year of operations for the acquired
aircraft and to record the impact of certain purchase accounting adjustments;
and (3) the issuance of the restricted notes and the redemption of the Subclass
A-1 Notes. The pro forma adjustments for the purposes of the statements of
operations presentation give effect to such transactions as though they had
occurred at December 1, 1998.

The pro forma adjustments are based upon currently available information
and certain assumptions that management of MSAF group believes are reasonable
under the circumstances. The Pro Forma Statements and accompanying notes should
be read in conjunction with the consolidated financial statements of MSAF group
and the notes thereto included elsewhere in this prospectus. The Pro Forma
Statements do not purport to represent what MSAF group's results of operations
would have actually been if the aforementioned transactions in fact had occurred
at the beginning of the period indicated or to project MSAF group's results of
operations at any future date or for any future period.

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal year ended November 30, 1999
(Unaudited)

MSAF Group The Acquired Pro Forma
Historical Aircraft(1) Adjustments Combined
---------- ------------ ----------- --------

(Dollars in thousands)
Revenues:
Lease income, net ............................. $ 114,651 $ 117,722 $ 16,862 (2) $ 240,754
(8,481)(6)
Investment income on collection account ....... 1,845 -- 2,160 (2) 4,005
--------- --------- --------- ---------
Total revenues ................................ 116,496 117,722 10,541 244,759
--------- --------- --------- ---------
Expenses:
Interest expense .............................. 63,584 -- 68,263 (3) 131,847
Depreciation expense .......................... 47,060 40,247 12,962 (4) 100,269
Rental expense ................................ -- 1,485 (1,485)(6) --
Operating expenses:
Service provider and other fees ............. 8,568 2,963 3,342 (5) 14,873
Maintenance and other aircraft related costs 5,216 4,246 (4,241)(6) 5,221
--------- --------- --------- ---------
Total expenses ................................ 124,428 48,941 78,841 252,210
--------- --------- --------- ---------
Net (loss)/income .............................. $ (7,932) $ 68,781 $ (68,300) $ (7,451)
========= ========= ========= =========

- ----------
(1) To record the acquisition of 27 aircraft from a subsidiary of MSDW. MSDW
had previously acquired these aircraft from International Lease Finance
Corporation. The amounts in this column represent the combination of the
historical Schedules of Direct Revenues and Expenses relating to these
acquired aircraft for the period from January 1, 1999 to August 10, 1999
(the "Predecessor Schedules") with those for the period from August 11,
1999 to November 30, 1999 (the "Successor Schedules") (collectively, the
"Combined Schedules").

(2) To record additional revenues from the aircraft as if the acquisition had
occurred on December 1, 1998 (as the Combined Schedules only reflect the
results for the eleven month period ended November 30, 1999), and to record
revenues associated with 2 additional aircraft acquired from a subsidiary
of MSDW. MSDW had previously acquired these aircraft from GE Capital
Corporation.

(3) To record interest expense related to the issuance of the restricted notes
(including approximately $9 million of expenses associated with interest
rate swaps), net of the elimination of approximately $26 million of
interest expense associated with the redemption of the Subclass A-1 Notes.

(4) To adjust depreciation expense for the period from January 1, 1999 to
August 10, 1999 to reflect the step-up in the basis of the 27 aircraft
acquired and to record the expenses associated with the 2 additional
aircraft acquired from a subsidiary of MSDW.

(5) To record additional servicing fees payable to ILFC had the aircraft been
acquired on December 1, 1998. Such additional servicing fees were
calculated as a percentage of lease income in accordance with the terms of
the servicing agreement.

(6) To conform certain accounting policies used in the Predecessor Schedules
with respect to overhaul receipts and reimbursements, and to eliminate the
rental expense associated with an aircraft formerly subject to a
sale-leaseback transaction.

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended August 31, 2000
(Unaudited)

MSAF Group The Acquired Pro Forma
Historical Aircraft(1) Adjustments Combined
---------- ----------- ----------- --------

(Dollars in thousands)
Revenues:
Lease income, net ............................. $ 143,816 $ 32,204 $ 5,762 (2) $ 181,782
Investment income on collection account ....... 2,544 -- 630 (2) 3,174
--------- --------- --------- -------
Total revenues ................................ 146,360 32,204 6,392 184,956
--------- --------- --------- -------
Expenses:
Interest expense .............................. 79,403 -- 20,705 (3) 100,108
Depreciation expense .......................... 60,127 13,186 2,333 (2) 75,646
Operating expenses:
Service provider and other fees ............. 10,222 1,196 208 (4) 11,626
Maintenance and other aircraft related costs 13,651 2 -- 13,653
--------- --------- --------- -------
Total expenses ................................ 163,403 14,384 23,246 201,033
--------- --------- --------- -------
Net (loss)/income .............................. ($ 17,043) $ 17,820 ($ 16,854) ($ 16,077)
========= ========= ========= =========

(2) To record revenues and expenses generated by the 27 aircraft for the period
from March 1, 2000 to the date such aircraft were acquired by MSAF group,
and to record revenues and expenses associated with 2 additional aircraft
acquired for a subsidiary of MSDW. The operating results of these 29
aircraft subsequent to the date of acquisition by MSAF group are included
in the "MSAF Group Historical" column.

(3) To record interest expense related to the issuance of the restricted notes
(including approximately $2 million of expenses associated with interest
rate swaps), net of the elimination of approximately $3 million of interest
expense associated with the redemption of the Subclass A-1 Notes.

(4) To record additional servicing fees payable to ILFC had the aircraft been
acquired on December 1, 1998. Such additional servicing fees were
calculated as a percentage of lease income in accordance with the terms of
the servicing agreement.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Introduction

The MSAF group entities were organized in late 1997 and since that time
their principal business activity has been the acquisition of aircraft and the
placement of such aircraft on operating lease. MSAF group's future business is
expected to consist principally of aircraft operating lease activities,
acquisitions of additional aircraft and sales of aircraft. Cash flows generated
from such activities will be used to service interest and principal on the
notes, any refinancing notes and any additional notes but only after various
expenses of MSAF group have been paid for, including any taxes, obligations to
lessees including maintenance obligations, fees and expenses of ILFC and other
service providers and payments to MSAF group's interest rate swap
counterparties.

MSAF group's ability to generate sufficient cash from its aircraft assets
to service the notes will depend primarily on (1) the rental rates it can
achieve on leases and the lessees' ability to perform according to the terms of
those leases and (2) the prices it can achieve on any aircraft sales. MSAF
group's ability to service the notes will also depend on the level of its
operating expenses, including maintenance obligations which will increase as the
aircraft age, and on any unforeseen contingent liabilities arising.

MSAF group's cash receipts and disbursements are determined, in part, by
the overall economic condition of the operating leasing market. The operating
leasing market, in turn, is affected by various cyclical factors including the
level and volatility of interest rates, the availability of credit, fuel costs
and general and regional economic conditions affecting lessee operations and
trading; manufacturer production levels; passenger demand; retirement and
obsolescence of aircraft models; manufacturers exiting or entering the market or
ceasing to produce aircraft types; re-introduction into service of aircraft
previously in storage; governmental regulation; and air traffic control
infrastructure constraints such as limitations on the number of landing slots.

MSAF group's ability to compete against other lessors is determined, in
part, by (1) the composition of its fleet in terms of mix, relative age and
popularity of the aircraft types, (2) operating restrictions imposed by the
indenture and (3) the ability of other lessors, who may possess substantially
greater financial resources, to offer leases on more favorable terms than MSAF
group.

Any statements contained herein that are not historical facts, or that
might be considered an opinion or projection, whether expressed or implied, are
meant as, and should be considered, forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on assumptions and opinions concerning a variety of known
and unknown risks. If any assumptions or opinions prove incorrect, any
forward-looking statements made on that basis may also prove materially
incorrect.

Acquisition of Additional Aircraft

On March 15, 2000, MSAF group acquired a portfolio of 29 commercial
aircraft from subsidiaries of MSDW. All but one of the 29 aircraft were
delivered on March 15, 2000. The remaining aircraft, a B737-300 on lease to
Lithuanian Airlines, was subject to a financing that terminated on April 24,
2000 and delivered to MSAF group on May 1, 2000. All of these aircraft were
subject to lease contracts with 24 lessees in 16 countries. The acquisition was
financed by the issuance of additional securitized notes and by a capital
contribution from an indirect wholly-owned subsidiary of MSDW.

The Aircraft

As of October 1, 2000, the total number of aircraft owned by MSAF group was
61 aircraft and an engine, of which 60 aircraft and the engine were subject to
lease contracts with 41 lessees in 25 countries. The aircraft under one of the
lease contracts had not been delivered to the respective lessee. The off-lease
aircraft was undergoing maintenance work.

Lessee Difficulties

The following discussion gives effect to MSAF's acquisition of aircraft on
March 15, 2000, and is as of October 1, 2000.

As of October 1, 2000, five lessees were in arrears. The eight aircraft on
lease to these lessees represented 11.6% of the portfolio by appraised value as
of November 30, 1999. The total amount outstanding and overdue for the five
lessees in respect of rental payments, maintenance reserves and other
miscellaneous amounts due under the leases was $3.5 million, of which $1.9
million related to rental payments and $1.6 million related to maintenance
reserves. We held security deposits of $3.7 million against these arrears. The
current arrears amount represented 1.5% of annual lease rental payments. The
weighted average number of days past due of such arrears was 52 days. TransAer
filed for bankruptcy on October 20, 2000. For further information see --
"Recent Developments -- Bankruptcy of TransAer".

Regional Analysis of Existing Arrears

The categorization of countries into geographical regions, Developed
Markets, Emerging Markets and Other is determined using Morgan Stanley Capital
International designations.

%
Appraised No. of No. of No. of Current Security
Region Value Countries Aircraft Lessees Arrears Deposit
------------------- --------- --------- -------- ------- ------- -------
$ M $ M

Developed Europe 3.1% 1 2 1 1.4 1.0
North America 2.9% 1 3 1 0.7 1.0
Pacific - 0 0 0 0.0 0.0
Emerging Europe and Middle
East 3.1% 2 2 2 1.0 1.2
Asia - 0 0 0 0.0 0.0
Latin America - 0 0 0 0.0 0.0
Other Other 2.5% 1 1 1 0.4 0.5
--- - - - --- ---
TOTAL ARREARS 11.6% 5 8 5 3.5 3.7
==== = = = === ===

Europe (Developed)

As of October 1, 2000, MSAF group leased 27.4% of the portfolio by
appraised value as of November 30, 1999 in the Europe (Developed) region. At
October 1, 2000, one of the five lessees in arrears was based in this region.
In January 2000, TransAer, a lessee based in Ireland, restructured rental and
maintenance arrears into a note payable of $1.4 million. All of these
restructured payments were due but unpaid on October 1, 2000. MSAF group holds
security deposits of $1.0 million against these arrears. In addition, it held
maintenance reserves of $3.8 million. These aircraft, both A320-200s,
represented 3.1% of the portfolio by appraised value as of November 30, 1999.
See "-- Restructured Arrears" below for a further discussion of these arrears.

North America (Developed)

As of October 1, 2000, MSAF group leased 15.4% of the portfolio by
appraised value as of November 30, 1999 in the North America (Developed) region.
As of October 1, 2000, one of the five lessees in arrears was based in the North
America region. As of October 1, 2000, TWA, a lessee based in the U.S.A., owed
rental arrears of $0.7 million against which MSAF group held security deposits
of $1.0 million. This lessee habitually makes its rental payments approximately
one week later than its contracted due date and this is, therefore, not deemed
to be a receivables issue. These three aircraft, one MD-82 and two MD-83s,
represent a total of 2.9% of the portfolio by appraised value as of November 30,
1999.

Pacific (Developed)

As of October 1, 2000, MSAF group leased 11.3% of the portfolio by
appraised value as of November 30, 1999 in the Pacific (Developed) Region. As of
October 1, 2000, none of the lessees in this region were in arrears.

Europe and Middle East (Emerging)

As of October 1, 2000, MSAF group leased 7.8% of the portfolio by appraised
value as of November 30, 1999 in the Europe and Middle East (Emerging) region.
As of October 1, 2000, two of the five lessees in arrears were based in this
region. As of October 1, 2000, Air Alfa, a lessee based in Turkey, owed total
arrears of $0.7 million, of which $0.3 million related to rental payments and
$0.4 million related to maintenance reserves. As of October 1, 2000, MSAF group
held a security deposit of $0.7 million against these arrears. The aircraft, an
A321-100, represents 2.0% of the portfolio by appraised value as of November 30,
1999. The other lessee, Travel Service, based in the Czech Republic, owed
maintenance arrears of $0.3 million as at October 1, 2000, against which MSAF
group held a security deposit of $0.5 million. This aircraft, a B737-400,
represents 1.1% of the portfolio by appraised value as of November 30, 1999.

Asia (Emerging)

As of October 1, 2000, MSAF group leased 16.5% of the portfolio by
appraised value as of November 30, 1999 in the Asia (Emerging) region. As of
October 1, 2000, none of these lessees were in arrears.

Latin America (Emerging)

As of October 1, 2000, MSAF group leased 5.0% of the portfolio by appraised
value of the portfolio as of November 30, 1999 in the Latin America (Emerging)
region (all in Mexico). As of October 1, 2000, none of the current lessees in
this region were in arrears.

Other

As of October 1, 2000, MSAF group leased 15.6% of the portfolio by
appraised value as of November 30, 1999 in the Other region. As of October 1,
2000, one of the five lessees in arrears was based in this region. As of October
1, 2000, Air Atlanta Icelandic, a lessee based in Iceland, owed total arrears of
$0.4 million, of which $0.1 million related to rental payments and $0.3 million
related to maintenance reserves. As of October 1, 2000, MSAF group held a
security deposit of $0.5 million against these arrears. The aircraft, a
B747-300, represents 2.5% of the portfolio by appraised value as of November 30,
1999.

Restructured Arrears

A former Brazilian lessee, VARIG, negotiated an early termination of its
lease of a B747-300 aircraft in July 1999. The total amount of rental payments
and maintenance reserves due under this lease, at the date of the termination
agreement, was $4.8 million against which MSAF group drew down a security
deposit of $1.1 million.

Under the terms of the termination agreement, VARIG is scheduled to repay $10.8
million over eight years to offset arrears of $4.8 million and approximately
$6.0 million for maintenance and downtime costs. Provided no default has
occurred by October 2005 under this note payable, the total remaining payments
will be reduced by approximately $1.1 million on a pro-rata basis between
October 2005 and October 2007, the scheduled final payment date under the note.
As of October 1, 2000, VARIG had made all payments due under the note payable.
This aircraft represented approximately 2.5% of the portfolio by appraised value
as of November 30, 1999.

In January 2000, TransAer, a lessee based in Ireland, restructured rental
and maintenance arrears for two A320-200 aircraft into a note payable of $1.4
million. The terms of the restructuring agreement were that amounts totaling
$1.4 million would be repaid during June and July 2000, but these amounts
remained unpaid as of October 1, 2000. On October 20, 2000, TransAer filed for
bankruptcy. For more information regarding this, see "-- Recent Developments --
Bankruptcy of TransAer".

Airworthiness Directive

On September 14, 2000, the United States Federal Aviation Administration
(FAA) announced a proposal for the long-term redesign of the Boeing 737 rudder
system and several short-term initiatives designed to enhance rudder safety on
all Boeing 737 models. The redesign would increase the overall safety of the
B737 by simplifying the rudder system and eliminating a range of both previously
known and recently discovered failure possibilities. It may be some time before
the FAA issues a formal airworthiness directive (AD). There are currently twenty
B737 aircraft in the portfolio, together representing 23.0% of the portfolio by
appraised value as of November 30, 1999. One of the twenty B737 aircraft is
currently off-lease, but under the remaining nineteen leases all costs of
compliance with Airworthiness Directives are the obligation of the lessees.

The FAA issued an airworthiness directive in each of July and August 2000
requiring special detailed inspections to detect cracking of the main deck cargo
door frames of Pemco-converted Boeing 737-200 and 737-300 freighters. The FAA is
now considering further airworthiness directives to supersede the first two
airworthiness directives, the result of which may be a requirement to replace
the main deck cargo door frames. There are two aircraft in the portfolio, which
may be subject to the findings of the FAA, together representing 2.0% of the
portfolio by appraised value as of November 30, 1999. Under the lease of the
first aircraft, all costs of compliance with airworthiness directives are the
obligation of the lessee. Under the lease of the second aircraft, the costs of
compliance of this potential airworthiness directive are to be shared by lessor
and lessee.

Results of Operations for the Nine Months Ended August 31, 2000 and the Nine
Months Ended August 31, 1999

MSAF group's results of operations for the nine months ended August 31,
2000 and the nine months ended August 31, 1999 are discussed below. The results
are not directly comparable due to MSAF group's acquisition of a portfolio of 29
commercial aircraft from MS Financing Inc. ("MSF"), an indirect wholly owned
subsidiary of MSDW during the nine month period ended August 31, 2000. See "--
Acquisition of Additional Aircraft".

Net Loss

For the nine month period ended August 31, 2000, MSAF group incurred a net
loss of $(17.0) million, as compared to a net loss of ($6.7) million for the
nine month period ended August 31, 1999. The increase in net loss reflects
higher interest, depreciation and operating expenses, partially offset by an
increase in lease income.

MSAF group is a Delaware business trust treated as a branch of MSF for U.S.
federal, state and local income tax purposes. As such, MSAF group is not subject
to U.S. federal, state and local income taxes.

Lease Income

Lease income for the nine month period ended August 31, 2000 amounted to
$143.8 million as compared to $87.0 million for the nine month period ended
August 31, 1999. The increase in lease income is primarily due to MSAF group's
acquisition of 29 commercial aircraft, partially offset by a reduction in lease
revenue associated with aircraft on ground, coupled with a release of excess
maintenance reserves associated with certain of MSAF group's former lessees.

MSAF group's operating results for the nine month period ended August 31,
2000 included provisions for doubtful accounts totaling $1.1 million. Such
provisions were recorded by MSAF group due to financial difficulties experienced
by certain of MSAF group's former lessees whose aircraft have already been
repossessed (see "-- Lessee Difficulties"). Provisions for doubtful accounts
were $7.2 million in the nine month period ended August 31, 1999. Lease income
may decline in future periods due to potential lessee defaults and arrears
including those discussed above.

MSAF group records the cash prepayments made by lessees for maintenance as
a component of the liability for maintenance account which appears on the
Interim Condensed Consolidated Balance Sheets. When the lessee incurs
maintenance expenditures, MSAF group must return a corresponding amount of the
prepayment to the lessee. At this time, MSAF group will forward cash to the
lessee, with a corresponding decrease to the liability for maintenance account.
MSAF group will only reimburse the lessee for the cost of maintenance
expenditures to the extent that sufficient prepayments have been made by the
lessee. At the time an aircraft is re-leased to a new lessee, an assessment is
made of the expected maintenance reserve requirements; any excess reserve is
then released to lease income. MSAF group released $7.7 million of excess
maintenance reserves to lease income in the nine month period ended August 31,
2000. In the nine month period ended August 31, 1999, MSAF group released $1.6
million of excess maintenance reserves which were received from certain of its
former lessees.

Investment Income

Investment income for the nine month period ended August 31, 2000 amounted
to $2.5 million as compared to $1.3 million in the nine month period ended
August 31, 1999. Investment income represents interest income on MSAF group's
cash and cash equivalents. Investment income has increased due to a higher level
of cash and cash equivalents in connection with MSAF group's acquisition of 29
commercial aircraft. Such cash balances primarily consist of security deposits
and advance rental payments made by certain lessees.

Interest Expense

Interest expense, including swap costs of $0.5 million, amounted to $79.4
million for the nine month period ended August 31, 2000. Interest expense,
including swap costs of $4.2 million, amounted to $47.9 million for the nine
month period ended August 31, 1999. Interest expense relates to the interest
paid on the notes which were issued on March 3, 1998 and the restricted notes.
The increase in interest expense is primarily due to the restricted notes, which
were issued on March 15, 2000, coupled with a higher average interest rate on
the existing notes. The weighted average interest rate on MSAF group's notes
payable during the nine month period ended August 31, 2000 was 6.87% as compared
to 5.99% during the nine month period ended August 31, 1999 reflecting a higher
interest rate environment. The average principal balance in respect of MSAF
group's notes payable during the nine month period ended August 31, 2000 was
$1,562.0 million as compared to $963.9 million during the nine month period
ended 31 August, 1999.

As of August 31, 2000, MSAF group was a party to thirteen interest rate
swaps with Morgan Stanley Capital Services Inc. ("MSCS"), a wholly owned
subsidiary of MSDW. In eleven of these swaps, MSAF group paid a fixed monthly
coupon and received one month LIBOR on a notional balance of $1,600 million and
in two of these swaps, MSAF group paid one month LIBOR and received a fixed
monthly coupon on a notional balance of $200 million.

Nine of the swaps, having an aggregate notional principal amount of $1,400
million, are accounted for as hedges of the notes. Under these swap
arrangements, MSAF group pays fixed and receives floating amounts on a monthly
basis. The fair value of the liability assumed relating to those swaps which are
being accounted for as hedges is deferred and recognized when the offsetting
gain or loss is recognized on the hedged transaction. This amount and the
differential payable or receivable on such interest rate swap contracts, to the
extent such swaps are deemed to be effective hedges for accounting purposes, are
recognized as an adjustment to interest expense.

The remaining four swaps have an aggregate gross notional principal amount
of $400 million. Under these swap arrangements, MSAF group pays/receives fixed
and receives/pays floating amounts on a monthly basis. MSAF group has determined
that these swaps do not qualify for hedge accounting. The fair value of the
liability assumed related to these swaps is accounted for on a mark-to-market
basis with changes in fair value reflected in interest expense.

See "-- Interest Rate Risk Management" below for more information regarding
MSAF group's swaps positions and hedging policy.

Depreciation

Depreciation expense for the nine month period ended August 31, 2000
amounted to $60.1 million as compared to $35.3 million in the nine month period
ended August 31, 1999. The increase is attributable to MSAF group's acquisition
of 29 commercial aircraft.

Operating Expenses

Service Provider and Other Fees. Service provider and other fees for the
nine month period ended August 31, 2000 were $10.2 million as compared to $6.4
million in the nine month period ended August 31, 1999. The increase in the nine
month period ended August 31, 2000 reflects certain fees and expenses incurred
in connection with MSAF group's acquisition of 29 commercial aircraft from MSF.
The increase also reflects a higher aircraft servicing fee paid to ILFC, which
amounted to $5.0 million in the nine month period ended August 31, 2000 and $4.0
million in the nine month period ended August 31, 1999. The higher fees paid to
ILFC in the nine month period ended August 31, 2000 reflected the increased
fleet size as a result of the acquisition of 29 commercial aircraft, partially
offset by a reduction in fees due to the lower rental revenues generated by the
remainder of the fleet as a result of aircraft on the ground during the period.

Maintenance and Other Aircraft Related Costs. Maintenance and other
aircraft related costs for the six month period ended August 31, 2000 were $13.7
million as compared to $5.4 million for the nine month period ended August 31,
1999. The increase was primarily attributable to certain maintenance and
redelivery costs incurred by MSAF group associated with two aircraft previously
leased to Oman Air, one aircraft previously leased to TAESA and provisions for
certain maintenance and redelivery costs associated with the aircraft previously
subject to a sales-type capital lease with B.R.A. See "-- Lessee Difficulties".
This was partially offset by the receipt of $4.0 million in settlement of an
insurance claim under MSAF group's Technical Records Policy relating to the
aircraft previously leased to Guyana Airways.

Included within maintenance and other aircraft related costs were
insurance, re-leasing and other costs incurred in the nine month period ended
August 31, 2000, which amounted to $1.2 million, as compared to $2.0 million for
the nine month period ended August 31, 1999.

Results of Operations for the Year Ended November 30, 1999 and the Year Ended
November 30, 1998

MSAF group's results of operations for the year ended November 30, 1999
("Fiscal 1999") are not directly comparable to those of the year ended November
30, 1998 ("Fiscal 1998") as MSAF group did not own its aircraft portfolio
throughout Fiscal 1998. In addition, the notes were issued on March 3, 1998 and
accordingly, MSAF group did not incur any interest expense for the first three
months of Fiscal 1998.

Net (Loss) /Income

MSAF group incurred a net loss of $7.9 million in Fiscal 1999 as compared
to net income of $20.2 million in Fiscal 1998. The decrease in net income
primarily reflects higher levels of interest expense, depreciation expense and
maintenance and other aircraft related costs in Fiscal 1999.

MSAF group is a Delaware business trust treated as a branch of MSF for U.S.
Federal, state and local income tax purposes. As such, MSAF group is not subject
to U.S. Federal, state and local income taxes.

Lease Income

Lease income for Fiscal 1999 amounted to $114.7 million as compared to
$120.0 million in Fiscal 1998. MSAF group's lease income for Fiscal 1999 were
adversely affected by provisions for doubtful accounts aggregating $6.4 million.
Such provisions were recorded by MSAF group due to financial difficulties
experienced by certain of its existing lessees, as well as to reserve against
amounts owed to MSAF group by certain of its former lessees whose aircraft have
already been repossessed (see "Lessee Difficulties"). Provisions for doubtful
accounts amounted to $0.7 million for Fiscal 1998. The increase in provisions
for doubtful accounts were partially offset by an increase in lease revenues, as
MSAF group did not own all of the aircraft throughout Fiscal 1998.

Lease income also includes certain maintenance reserve amounts which are
received from certain of MSAF group's lessees. MSAF group records the cash
prepayments made by lessees for maintenance as a component of the liability for
maintenance account which appears on the Consolidated Balance Sheets. When the
lessee incurs maintenance expenditures, MSAF group must return a corresponding
amount of the prepayment to the lessee. At this time, MSAF group will forward
cash to the lessee, with a corresponding decrease to the liability for
maintenance account. MSAF group will only reimburse the lessee for the cost of
maintenance expenditures to the extent that sufficient prepayments have been
made by the lessee. At the time an aircraft is re-leased to a new lessee, an
assessment is made of the expected maintenance reserve requirements; any excess
reserve is then released to lease income.

Investment Income

MSAF group earned investment income of $1.8 million in Fiscal 1999 as
compared to $2.2 million in Fiscal 1998. Investment income has declined as the
excess cash held in March 1998 was utilized to acquire an additional aircraft
during Fiscal 1998, as well as the return of excess cash to investors in respect
of an undelivered aircraft.

Interest Expense

Interest expense, including swap costs of $5.3 million as compared to $2.2
million in Fiscal 1998, amounted to $63.6 million in Fiscal 1999 as compared to
$50.5 million in Fiscal 1998. Interest expense relates to the cost of the notes
which were issued on March 3, 1998. The weighted average interest rate on the
Subclass A-1 to D-1 notes during Fiscal 1999 was 6.03% as compared to 6.33% in
Fiscal 1998. The average debt in respect of the Subclass A-I to D-1 notes
outstanding during Fiscal 1999 was $956.0 million as compared to $1,012.2
million in Fiscal 1998. Interest expense is higher in Fiscal 1999 because the
notes were issued on March 3, 1998 and accordingly, MSAF group did not incur any
interest expense for the first three months of Fiscal 1998.

As of November 30, 1999, MSAF group was a party to seven interest rate
swaps with MSCS. In five of these swaps, MSAF group paid a fixed monthly coupon
and received one month LIBOR on a notional balance of $900 million and in two of
these swaps, MSAF group paid one month LIBOR and received a fixed monthly coupon
on a notional balance of $200 million.

MSAF group was a party to one additional interest rate swap with MSCS with
a notional balance of $100 million that matured on November 15, 1999. In that
swap MSAF group paid a fixed monthly coupon and received one month LIBOR.

All eight original swaps were originally entered into by MSCS, with an
internal swaps desk as the counterparty, on November 12, 1997 and February 19,
1998, respectively. On March 3, 1998, all eight of the original swaps were
assigned to MSAF group by MSCS and on such date such swaps had an aggregate fair
value of approximately $(15.3) million. No consideration was paid to or received
by MSAF group in connection with the assumption of these swap positions. MSAF
group has recorded the assumption of these interest rate swaps at their fair
value by recognizing a liability within other liabilities in its Consolidated
Balance Sheets, with a corresponding charge to deemed distribution, a component
of Beneficial Interestholder's Deficit.

Three of the original swaps assumed from MSCS having an aggregate notional
principal amount of $700 million were accounted for as hedges of its obligations
under the notes. Under these swap arrangements MSAF group paid fixed and
received floating amounts on a monthly basis. The fair value of the liability
assumed relating to those swaps was deferred and recognized when the offsetting
gain or loss was recognized on the hedged transaction. This amount and the
differential payable or receivable on such interest rate swap contracts, to the
extent such swaps were deemed to be effective hedges for accounting purposes,
were recognized as an adjustment to interest expense. The portion of these swaps
not deemed to be hedges for accounting purposes were accounted for on a mark-to-
market basis with changes in fair value reflected in interest expense.

The remaining four swaps assumed by MSAF group had an aggregate
gross notional principal amount of $400 million at November 30, 1999. Under
these swap arrangements, MSAF group paid/received fixed and received/paid
floating amounts on a monthly basis. MSAF group determined that these swaps do
not qualify for hedge accounting. The fair value of the liability assumed
related to these swaps is accounted for on a mark-to-market basis with changes
in fair value reflected in interest expense.

Notwithstanding the different accounting treatments for the various swaps,
all eight swaps were required to hedge MSAF group's interest rate exposure on an
economic basis. In November 1997, MSAF group had contracted to purchase the
aircraft and their associated fixed rate leases but, prior to the time of
pricing the notes, was exposed to movements in interest rates with respect to
its anticipated liabilities under the notes. Accordingly, in November

1997, six swaps with a notional balance of $1,000 million were entered into by
MSCS under which MSAF group would pay fixed amounts and receive floating
amounts. Once the notes were priced in February 1998, MSAF group could determine
that to hedge the interest rate exposure associated with its variable rate debt
it required swaps with a notional balance of approximately $800 million.
Accordingly, in February 1998, MSCS entered into re-balancing swaps with a
notional amount of $200 million under which MSAF group would pay floating
amounts and receive fixed amounts.

The net economic effect of assigning all eight swaps with a gross notional
amount of $1.2 billion to MSAF group on March 3, 1998 was to fix MSAF group's
interest rate liability at November 12, 1997, shortly after the date MSAF group
incurred its exposure to movements in interest rates when it agreed to purchase
the aircraft with associated fixed rate leases. See "- Interest Rate Risk
Management" below for more information regarding MSAF group's swaps positions
and hedging policy.

Depreciation

The charge for depreciation in Fiscal 1999 amounted to $47.1 million as
compared to $38.9 million in Fiscal 1998. The increase in Fiscal 1999 reflects
that MSAF group did not own all of the aircraft throughout the entire Fiscal
1998 period.

Operating Expenses

Service Provider and Other Fees. Service provider and other fees for Fiscal
1999 were $8.6 million as compared to $9.5 million in Fiscal 1998. The most
significant element in both periods was the aircraft servicing fee paid to ILFC,
which amounted to $5.2 million in Fiscal 1999, and $6.0 million in Fiscal 1998.
The fee paid in Fiscal 1998 included an initial upfront fee of $2.0 million paid
to ILFC at the inception of the Servicing Agreement. MSAF group's service
provider expenses also included $1.6 million in respect of administrative agency
and cash management fees in Fiscal 1999 as compared to $1.3 million in Fiscal
1998. These fees were lower in Fiscal 1998 as MSAF group did not own all of the
aircraft throughout that period.

Maintenance and Other Aircraft Related Costs. Maintenance and other
aircraft related costs in Fiscal 1999 amounted to $5.2 million as compared to
$3.0 million in Fiscal 1998. The increase in Fiscal 1999 primarily reflected
additional maintenance and redelivery costs incurred by MSAF group associated
with an aircraft previously leased to Guyana Airways. Such costs were necessary
to prepare the aircraft for a new lessee. In the next six months it is likely
that maintenance disbursements will increase due to an increase in the number of
anticipated maintenance events.

Included within maintenance and other aircraft related costs were
insurance, re-leasing and other costs which amounted to $2.5 million in Fiscal
1999 as compared to $1.0 million in Fiscal 1998. The increase reflects a higher
level of re-leasing events during Fiscal 1999. It is expected that re-leasing
costs will increase proportionately over the next several months due to costs
relating to reconfiguring aircraft for new lessees upon redelivery.

Results of Operations for the Year Ended November 30, 1998 and the Period from
October 30, 1997

MSAF group's results of operations for Fiscal 1998 and the period from
October 30, 1997 (date of formation) to November 30, 1997 ("Fiscal 1997") are
discussed below. The results for Fiscal 1998 and Fiscal 1997 are not directly
comparable since Fiscal 1997 only reflects one month of operations.

Net Income

Net income for Fiscal 1998 was $20.2 million. Fiscal 1997's net income was
$4.7 million.

Lease Income

Lease income for Fiscal 1998 amounted to $120.0 million. Many of the
aircraft were not owned by MSAF group for the entire year. During the year,
there was a loss in lease rental revenues caused by four aircraft on the ground
("AOG") ($2.0 million). Four aircraft had been repossessed from Western Pacific
Airlines, Transaero and Pan Am Airlines (formerly Carnival) but were all subject
to signed lease agreements as of November 30, 1998. The four aircraft were
placed on lease with Olympic Airways, VASP, TAESA and Flying Colours. Part of
the AOG period was spent performing maintenance work on all four aircraft prior
to re-leasing.

Lease income for Fiscal 1997 was $4.7 million, primarily reflecting a gain
of $4.6 million relating to an aircraft leased to a customer under a sales-type
capital lease.

Investment Income

MSAF group earned investment income of $2.2 million in Fiscal 1998.
Investment income is expected to decline in future periods because excess cash
has now either been used to acquire the aircraft or refunded to investors in
respect of one undelivered aircraft.

Interest Expense

Interest expense, including swap costs of $2.2 million, amounted to $50.5
million in Fiscal 1998. Interest expense relates to the cost of the notes which
were issued on March 3, 1998 and, therefore, only outstanding for approximately
nine months in the period. The weighted average interest rate on the subclass
A-1 to D-1 notes during Fiscal 1998 was 6.33% and the average debt in respect of
the subclass A-1 to D-1 notes outstanding during Fiscal 1998 was $1,012.2
million.

Depreciation

The charge for depreciation in Fiscal 1998 amounted to $38.9 million. The
charge is expected to be proportionately higher in future periods given that
MSAF group did not own all of the aircraft throughout Fiscal 1998.

Depreciation expense was $0.04 million in Fiscal 1997, which was
attributable to the three aircraft owned by MSAF group during that period.

Operating Expenses

Service Provider and Other Fees. Service provider and other fees for Fiscal
1998 were $9.5 million. The most significant element was the aircraft servicing
fee paid to ILFC, which amounted to $6.0 million for the year and included an
initial upfront fee of $2.0 million paid to ILFC at the inception of the
Servicing Agreement. A significant portion of the fees payable to ILFC are
calculated as a percent of rental revenue actually received. Accordingly, the
fees paid to ILFC reflected the lower rental revenue caused by AOGs and
undelivered aircraft during the period. MSAF group's service provider expenses
also included $1.3 million in respect of administrative agency and cash
management fees.

Maintenance and Other Aircraft Related Costs. Maintenance and other
aircraft related costs in Fiscal 1998 amounted to $3.0 million. These costs
reflected additional maintenance work that was performed on the four aircraft
which were repossessed. This work included an airframe structural check for
certain of the aircraft and the installation of new landing gear.

Included within maintenance and other aircraft related costs were
insurance, re-leasing and other costs incurred in Fiscal 1998, which amounted to
approximately $1.0 million.

Financial Resources and Liquidity

See Appendices 2, 3, 4 and 5 for more information regarding the cash
performance of MSAF group for the year ended November 30, 1999, the three months
ended February 29, 2000, May 31, 2000 and August 31, 2000.

Liquidity

MSAF group's cash and cash equivalents at August 31, 2000 were $70.3
million. Of this amount, $30 million represents the cash portion of the
Liquidity Reserve Amount (as defined below) and $40.3 million represents rental,
maintenance receipts, certain security deposit receipts and cash held for
accrued expenses.

In addition to the $30 million cash portion at August 31, 2000, the
Liquidity Reserve Amount also contained $71.0 million of undrawn credit and
liquidity facilities from MSDW and ILFC.

MSAF group's cash and cash equivalents balances as of November 30, 1999
were $35.1 million. Of this amount, $25 million represents the cash portion of
the liquidity reserve amount (as defined below) and $10.1 million represents
rentals, maintenance receipts, certain security deposits receipts and cash held
for accrued expenses.

In addition to the $25 million cash portion as of November 30, 1999, the
liquidity reserve amount also contained $40.4 million of undrawn credit and
liquidity facilities from MSDW and ILFC.

Cash Flows from Operating Activities

Operating cash flows depend on many factors including the performance of
lessees and MSAF group's ability to re-lease aircraft, the average interest
rates of the notes, the effectiveness of MSAF group's interest rate hedging
policies and whether MSAF group will be able to refinance certain subclasses of
notes that may not be repaid with lease cash flows.

Net cash provided by operating activities for the nine month period ended
August 31, 2000 amounted to $62.9 million, principally reflecting non-cash
depreciation expense of $60.1 million, a net loss of ($17.0) million and an
increase in other liabilities of $8.6 million.

Net cash provided by operating activities for the nine month period ended
August 31, 1999 amounted to $34.8 million, principally reflecting non-cash
depreciation expense of $35.3 million, a net loss of ($6.7) million and an
increase in the provision for doubtful accounts of $7.2 million.

Net cash provided by operating activities in Fiscal 1999 amounted to $43.6
million, principally reflecting non-cash depreciation expense of $47.1 million,
a net loss of ($7.9) million, and provision for doubtful accounts of $6.4
million.

Net cash provided by operating activities in Fiscal 1998 amounted to $83.9
million, principally reflecting non-cash depreciation expense of $38.9 million,
net income of $20.2 million, and changes in maintenance liabilities of $13.2
million and deferred rental income of $7.4 million.

Cash Flows from Investing and Financing Activities

Net cash used for investing activities in the nine month period ended
August 31, 2000, amounted to $876.8 million which was used to purchase a
portfolio of 29 commercial aircraft, as well as certain other assets and
liabilities related to these aircraft, from MSF. MSAF group did not utilize any
cash for investing activities in the nine month period ended August 31, 1999.

Net cash provided by financing activities in the nine month period ended
August 31, 2000 amounted to $849.0 million, reflecting the proceeds from the
offering of the restricted notes and repayment of the subclass A-1 notes and
other repayments of principal on the notes and the restricted notes.

Net cash used for financing activities in the nine month period ended
August 31, 1999 amounted to $32.0 million, reflecting repayments of principal on
the notes.

In Fiscal 1999, MSAF group did not utilize any cash for investing
activities while in Fiscal 1998, cash of $887.3 million was used to acquire
aircraft.

In Fiscal 1999, the $43.3 million of cash used for financing activities
reflected repayments of principal on the notes. In Fiscal 1998, net cash flows
provided by financing activities were $838.2 million, reflecting proceeds
received from the issuance of notes, repayment of borrowings from MS Finance
Inc. and repayments of principal on the notes.

Indebtedness

At August 31, 2000, MSAF group's indebtedness primarily consisted of the
notes in the amount of $1,797.0 million. At November 30, 1999, MSAF group's
indebtedness primarily consisted of the subclass A-1 to D-1 notes in the amount
of $935.5 million.

Liquidity Reserve Amount

The "liquidity reserve amount" is intended to serve as a source of
liquidity for MSAF group's maintenance reimbursement obligations, security
deposit return obligations, operating expenses, contingent liabilities and note
obligations. The liquidity reserve amount may be funded with cash and letters of
credit, guarantees or other credit support instruments ("eligible credit
facilities") provided by, or supported with further eligible credit facilities
provided by, a person (an "eligible provider") whose short-term unsecured debt
is rated P-1 by Moody's, A-1+ by Standard & Poor's, or F-1+ by Fitch (as
successor to DCR) or is otherwise designated as an eligible provider by the
controlling trustees. Both the ILFC facility discussed below under "-- ILFC
Facility" and the MSDW facility discussed below under "-- MSDW Facility" are
eligible credit facilities and comprise part of the liquidity reserve amount.
There are currently no other eligible credit facilities in place.

The liquidity reserve amount was approximately $119.1 million on August 31,
2000. The liquidity reserve amount was approximately $65.4 million on November
30, 1999. The "minimum liquidity reserve amount" may be funded with cash and
with eligible credit facilities and was approximately $30 million in cash on
August 31, 2000. The liquidity reserve amount and the minimum liquidity reserve
amount may be increased or decreased from time to time for any reason (including
upon acquisitions of additional aircraft) by an action of the controlling
trustees in light of changes in, among other things, the condition of the
aircraft, the terms and conditions of the leases, the financial condition of the
lessees, sales of aircraft and prevailing industry conditions; provided that
MSAF group will obtain confirmation in advance in writing from the rating
agencies that any proposed reduction in the liquidity reserve amount or the
minimum liquidity reserve amount will not result in a lowering or withdrawal by
any of the rating agencies of their respective ratings of any class of notes.

If the balance of cash on deposit, together with the amount available for
drawing under any eligible credit facilities, should fall below the liquidity
reserve amount at any time (including as a result of MSAF group's determination
that the liquidity reserve amount should be increased, as required by the rating
agencies or otherwise), MSAF group may continue to make all payments, and any
credit or liquidity enhancement facilities may be drawn to fund such payments,
including required payments on the Notes, which rank prior to, or equally with,
payments of the minimum principal payment amount on the class D notes under the
indenture and any permitted accruals other than in respect of modification
payments, provided that the balance of cash on deposit, together with the amount
available

for drawing under any eligible credit facilities, does not fall below the
minimum liquidity reserve amount at its then current level. "Modification
payments" refers to any capital expenditures for the purpose of effecting any
optional improvement or modification of any aircraft, or for the optional
conversion of any aircraft from a passenger aircraft to a freighter or
mixed-use aircraft, for the purpose of purchasing or otherwise acquiring any
engines or parts outside of the ordinary course of business. "Permitted
accruals" refers to amounts in respect of expenses and costs that are not
regular, monthly recurring expenses, including modification payments and
refinancing expenses, if any, anticipated to become due and payable in any
future interest accrual period. However, the balance of cash on deposit,
together with the amount available for drawing under any eligible credit
facilities, may fall below the minimum liquidity reserve amount at its then
current level and MSAF group may continue to make payments of, and any credit
or liquidity enhancement facilities may be drawn to fund such payments, all
accrued and unpaid interest on any subclass of the most senior class of notes
then outstanding to avoid an event of default, with respect to the notes and,
on the final maturity date of any subclass thereof, principal of any subclass
of the most senior class of notes then outstanding to avoid an event of default
with respect to the notes.

Amounts drawn under any eligible credit facility will either be repayable
at the third level in the priority of payments, as set forth in the indenture
before the first collection account top-up (any such facility, a "primary
eligible credit facility") or at the 11(th) level in the priority of payments,
before the second collection account top-up (any such facility, a "secondary
eligible credit facility"). The "first collection account top-up" is the amount,
if positive, equal to (A) the minimum liquidity reserve amount less (B) amounts
available for drawing under any primary eligible credit facilities. The "second
collection account top-up" is the amount, if positive, equal to (A) the
liquidity reserve amount less (B) an amount equal to cash amounts reserved at
the third level in the priority of payments plus amounts available for drawing
under any eligible credit facilities.

The liquidity reserve amount and the minimum liquidity reserve amount have
been determined largely based on an analysis of historical experience,
assumptions regarding MSAF group's future experience and the frequency and cost
of certain contingencies in respect of the aircraft that we currently own, and
are intended to provide liquidity for meeting the cost of maintenance
obligations and non-maintenance, aircraft-related contingencies such as removing
regulatory liens, complying with airworthiness directives and repossessing and
re-leasing aircraft. In analyzing the future impact of these costs, assumptions
have been made regarding their frequency and amount based upon historical
experience. There can be no assurance, however, that historical experience will
prove to be relevant in the future or that actual cash that we receive in the
future will not be significantly less than that assumed. Any significant
variation may materially adversely affect our ability to make payments of
interest and principal on the notes.

If at any time the aggregate outstanding principal balance of the Notes is
less than or equal to the liquidity reserve amount, the balance of funds, if
any, in the collection account will be distributed in accordance with the
priority of payments.

ILFC Facility

Under the ILFC facility, ILFC will hold certain security deposits with
respect to the aircraft currently owned by MSAF group as custodian for the
benefit of the MSAF group. Under the ILFC facility, ILFC will hold all cash
security deposits paid with respect to the aircraft in our portfolio except (1)
amounts that ILFC determines in good faith to be no longer held on behalf of a
lessee, whether upon expiry of or default under the applicable lease or
otherwise, (2) any cash security deposits in an amount exceeding three months'
rent with respect to a single aircraft and paid by a single lessee and (3)
certain security deposits that ILFC has transferred to MSAF group. ILFC will
retain any interest accruing on amounts of aircraft security deposits that it
holds.

In addition ILFC will make loans to us which we may use for the same
purposes as those for which the liquidity reserve amount may be applied as
discussed above under "-- Liquidity Reserve Amount", including to pay interest
and minimum principal payment amounts payable under the indenture on the notes.
ILFC's obligation to make such

amounts available shall be limited to the ILFC facility commitment, which was
approximately $41.0 million on August 31, 2000. The ILFC facility commitment was
equal to (1) at any time before an early termination of the servicing agreement
for a reason other than a sale of all the aircraft in our portfolio or the
repayment or defeasance of our debt, the sum of (A) $20 million plus (B) total
security deposits held by ILFC for our benefit at the time minus (C) all
drawings that we have previously made under the ILFC facility that are required
to be repaid to ILFC but not repaid at the time and (2) after either of those
events, $20 million minus all ILFC facility drawn amounts required to be repaid
to ILFC but not repaid at such time.

The ILFC facility is a secondary eligible credit facility, so on the
payment date following any drawing on the ILFC facility, we will be obligated,
to the extent there are available collections remaining after payment of the
minimum principal payment amount on the class D notes under the indenture, to
repay amounts drawn under the ILFC facility to ILFC, together with accrued
interest at 3% per annum, calculated on the basis of a 360-day year consisting
of twelve 30-day months and compounded daily.

ILFC's agreement to provide the ILFC facility will expire on the earliest
of (1) May 1, 2025, (2) a sale of all the aircraft in our portfolio and (3) the
repayment or defeasance of all our debt.

ILFC's short-term unsecured debt is currently rated P-1 by Moody's, A-1+ by
Standard & Poor's and F-1+ by Fitch (as successor to DCR), so it is an eligible
provider. At any time and for so long as ILFC is not an eligible provider,
ILFC's obligations under the ILFC facility will be supported by an eligible
credit facility satisfactory to MSAF group provided by an eligible provider at
ILFC's expense.

MSDW Facility

Under the MSDW facility, MSDW will make loans to us which we may use for
the same purposes as those for which the liquidity reserve amount may be
applied, including to pay interest and minimum principal payment amounts on the
notes. MSDW's obligation to make loans shall be limited to the MSDW facility
commitment, which, on August 31, 2000, was equal to the sum of (1) $30 million
minus (2) all drawings that we have previously made and not repaid under the
MSDW facility.

The MSDW facility is a secondary eligible credit facility, so on the
payment date following any drawing on the MSDW facility, we will be obligated,
to the extent that there are available collections remaining after payment of
the minimum principal payment amount on the class D notes, to repay amounts
drawn under the MSDW facility to MSDW, together with accrued interest at 3% per
annum, calculated on the basis of a 360-day year consisting of twelve 30-day
months and compounded daily.

MSDW's agreement to provide the MSDW facility will expire on the earlier of
(1) a sale of all the aircraft and (2) the repayment or defeasance of all our
debt. MSDW has been designated by the controlling trustees as an eligible
provider. MSDW's short-term unsecured debt is currently rated P-1 by Moody's,
A-1+ by Standard & Poor's and F1+ by Fitch.

Other Facilities

There are currently no primary eligible credit facilities in place. We may
put in place other eligible credit facilities from time to time, each of which
shall be designated by the controlling trustees as a primary eligible credit
facility or a secondary eligible credit facility. In addition, we may from time
to time put in place other credit or liquidity enhancement facilities which are
not eligible credit facilities. Amounts drawn under any such other facilities
are payable at the 11(th) level in the order of priorities, before the second
collection account top-up.

Interest Rate Sensitivity

MSAF group's principal market risk exposure is to changes in interest
rates. This exposure arises from its notes and the derivative instruments used
by MSAF to manage interest rate risk.

The terms of each subclass of the notes, including the outstanding
principal amount and estimated fair value as of August 31, 2000 were as follows:

Outstanding Annual Expected Final Appraisal
Principal Amount Interest Rate Payment Final Maturity Value at
Subclass Of Note at August 31, 2000 (payable monthly) Date Date August 31, 2000
- ---------------- ------------------ ----------------- -------------- -------------- ---------------
$(000's) $(000's)

Subclass A-2..... $218,212 LIBOR+0.35% September 15, 2005 March 15, 2023 $217,803
Subclass A-3..... 580,000 LIBOR+0.52% March 15, 2002 March 15, 2025 580,997
Subclass A-4..... 200,000 LIBOR +0.54% March 15, 2003 March 15, 2025 200,375
Subclass A-5..... 372,287 LIBOR +0.58% June 15, 2008 March 15, 2025 373,276
Subclass B-1..... 86,892 LIBOR +0.65% March 15, 2013 March 15, 2023 85,480
Subclass B-2..... 75,000 LIBOR +1.05% March 15, 2007 March 15, 2025 75,152
Subclass C-1..... 99,580 6.90% March 15, 2013 March 15, 2023 89,591
Subclass C-2..... 55,000 9.60% October 15, 2016 March 15, 2025 56,358
Subclass D-1..... 110,000 8.70% March 15, 2014 March 15, 2023 88,000

Interest Rate Risk Management

MSAF's policy is not to be adversely exposed to material movements in
interest rates. Our leasing revenues are generated primarily from rental
payments, which are currently entirely fixed but may be either fixed or floating
with respect to future leases. In general, an interest rate exposure arises to
the extent that our interest obligations in respect of our notes do not
correlate with rental payments for different rental periods, including rental
payments attributable to existing and future leases. Future leases are relevant
because the duration of our obligations under our floating rate notes is
significantly longer than the duration of lease income under our fixed rate
leases. We currently manage this exposure by entering into swaps. In the future
we may also use other derivative instruments. Currently, our aim is to manage
the exposure created by our floating interest rate obligations given that future
lease rates on new leases may not be repriced at levels which fully reflect
changes in market interest rates in the previous lease period. Accordingly, our
current swap portfolio tries to minimize the risk created by our longer-term
floating interest rate obligations and measures that risk by reference to the
duration of those obligations and the expected sensitivity of future lease rates
to future market interest rates.

The controlling trustees are responsible for reviewing and approving the
overall interest rate management policies and transaction authority limits. Our
financial advisor, Morgan Stanley & Co. Incorporated, assists us in developing
and implementing our interest rate risk management policies.

Current Swap Portfolio

As of August 31, 2000, MSAF group was a party to thirteen interest rate
swaps with MSCS. In eleven of these swaps MSAF group paid a fixed monthly coupon
and received one month LIBOR and in two of these swaps MSAF group paid one month
LIBOR and received a fixed monthly coupon on the notional balances as set out
below.

Estimated Fair
Fixed Value
Fixed Monthly Monthly at August 31,
Notional Balance Effective Date Maturity Date Pay Rate Receive Rate 2000
---------------- -------------- ------------- ------------- ------------ ---------------
($000's) (%) (%) ($000's)

$ 300,000 November 12, 1997 November 15, 2000 6.1325 -- $ 479
200,000 November 12, 1997 November 15, 2002 6.2150 -- 2,631
200,000 November 12, 1997 November 15, 2004 6.2650 -- 4,395
150,000 November 12, 1997 November 15, 2007 6.3600 -- 4,572
50,000 November 12, 1997 November 15, 2009 6.4250 -- 1,706
150,000 February 19, 1998 November 15, 2007 -- 5.860 (8,856)
50,000 February 19, 1998 November 15, 2009 -- 5.905 (3,486)
100,000 January 24, 2000 November 22, 2006 7.3365 -- (2,326)
100,000 January 24, 2000 November 22, 2009 7.4450 -- (3,578)
100,000 January 24, 2000 November 22, 2011 7.4600 -- (4,056)
100,000 January 24, 2000 November 22, 2014 7.3550 -- (3,596)
100,000 January 24, 2000 November 22, 2019 7.3690 -- (4,329)
200,000 February 25, 2000 February 25, 2002 7.1200 -- (776)

Policy Review

MSAF group regularly reviews its hedging requirements. In the future MSAF
group expects to seek to enter into further swaps or unwind part or all of the
existing and any future swaps. In addition, if MSAF group acquires additional
aircraft, it will need to rebalance its position.

Counterparties

MSAF group will monitor counterparty risk on an ongoing basis.
Counterparties will be subject to the prior approval of the controlling
trustees. MSAF group's counterparties are currently all affiliates of MSDW.
Future counterparties may consist of the affiliates of major U.S. and European
financial institutions (including special- purpose derivative vehicles) which
have credit ratings, or which provide collateralization arrangements, consistent
with maintaining the ratings of MSAF group's notes.

Recent Developments

Annual Appraisals for 2000

We are required, at least once each year, to deliver to the trustee under
our indenture appraisals of the base value of each of the aircraft in our
portfolio from at least three independent appraisers that are members of the
International Society of Transport Aircraft Trading or any similar organization.
The annual appraisals for 2000 were submitted to the trustee and filed with the
Securities and Exchange Commission on Form 8-K on October 31, 2000. Three
appraisers, Aircraft Information Services, Inc., BK Associates, Inc. and
Airclaims Limited have provided appraisals of the value of each of our aircraft
at normal utilization rates in an open, unrestricted and stable market, without
taking into account the value of related leases, maintenance reserves or
security deposits as of September 30, 2000, adjusted to account for the reported
maintenance standard of the aircraft. The appraisals were not based on a
physical inspection of the aircraft. The appraisal values are set out below. The
average appraised value of each aircraft as of September 30, 2000, to be used in
calculating the "Adjusted Portfolio Value" under the indenture, is calculated by
taking the average of the appraised values obtained from the three appraisers.

The appraisals for the portfolio as of September 30, 2000 are set out below:

Appraisal of
----------------------------------------------- Appraised
Aircraft Value as of
Engine Serial Date of Information September
Aircraft Type Configuration Number Manufacture BK Associates Services Airclaims Limited 30, 2000
- ------------- ------------- ------ ----------- ------------- -------- ----------------- -------------

A300-600R PW 4158 555 Mar-90 45,234,468 42,890,000 41,870,000 $ 43,331,489
A300-600R PW4158 625 Mar-92 50,617,354 48,160,000 41,970,000 46,915,785
A310-300 PW JT9D-7R4E1 409 Nov-85 27,773,140 21,780,000 16,850,000 22,134,380
A310-300 PW JT9D-7R4E1 410 Nov-85 28,659,090 21,870,000 19,540,000 23,356,363
A310-300 PW JT9D-7R4E1 437 Jan-87 32,299,653 26,420,000 22,790,000 27,169,884
A320-200 CFM56-5A3 279 Feb-92 29,063,201 28,110,000 27,050,000 28,074,400
A320-200 IAE V2500-A1 393 Feb-93 29,520,000 28,450,000 29,540,000 29,170,000
A320-200 CFM-5A3 397 May-93 30,835,425 29,790,000 27,990,000 29,538,475
A320-200 IAE V2500-A1 414 May-93 29,828,189 28,220,000 29,770,000 29,272,730
A320-200 V2500-A1 428 May-94 32,919,757 30,730,000 31,970,000 31,873,252
A320-200 CFM56-5A3 446 Oct-93 33,070,776 29,830,000 30,700,000 31,200,259
A321-100 V2530-A5 557 Dec-95 43,462,682 38,410,000 33,670,000 38,514,227
A321-100 IAE V2530-A5 597 May-96 41,194,891 40,490,000 35,500,000 39,061,630
A330-300 CF6-80E1 54 Apr-94 79,462,637 78,530,000 73,960,000 77,317,546
A340-300 CFM56-5C3G 94 Mar-95 87,999,758 99,790,000 85,510,000 91,099,919
B737-300 CFM45-3B1 23255 Jun-85 13,837,910 17,120,000 13,300,000 14,752,637
B737-300 CFM45-3B1 23256 Jul-85 14,131,220 17,680,000 14,310,000 15,373,740
B737-300 CFM56-3B2 24299 Nov-88 18,965,944 19,900,000 18,230,000 19,031,981
B737-300 CFM56-3B2 24449 Apr-90 20,348,154 21,030,000 18,540,000 19,972,718
B737-300 CFM56-3B2 25161 Feb-92 24,299,007 23,930,000 22,040,000 23,423,002
B737-300 CFM56-3C1 26295 Dec-93 27,110,000 24,470,000 21,440,000 24,340,000
B737-300 CFM56-3B1 26309 Dec-94 28,367,748 25,120,000 23,220,000 25,569,249
B737-300 CFM56-3C1 27635 May-95 28,561,650 28,630,000 25,320,000 27,503,883
B737-300F CFM56-3B2 23811 Sep-87 18,758,576 20,640,000 19,140,000 19,512,859
B737-300QC CFM56-3B2 23788 May-87 18,659,861 20,320,000 19,610,000 19,529,954
B737-400 CFM56-3B2 24234 Oct-88 19,857,422 21,680,000 19,750,000 20,429,141
B737-400 CFM56-3C1 24707 Jun-91 25,239,976 24,760,000 19,790,000 23,263,325
B737-400 CFM56-3C 25104 May-93 28,083,032 27,980,000 22,750,000 26,271,011
B737-400 CFM56-3C1 25105 Jul-93 28,392,833 27,340,000 22,700,000 26,144,278
B737-400 CFM56-3C 25371 Jan-92 26,005,550 25,520,000 21,840,000 24,455,183
B737-400 CFM45-3C1 26279 Feb-92 26,268,948 26,890,000 24,290,000 25,816,316
B737-400 CFM45-3C1 26291 Aug-93 27,928,568 27,040,000 23,850,000 26,272,856
B737-400 CFM45-3C1 26308 Nov-94 9,266,255 27,940,000 22,000,000 26,402,085
B737-500 CFM56-3B1 25165 Apr-93 19,018,480 19,200,000 18,330,000 18,849,493
B737-500 CFM45-3C1 26304 Sep-94 21,220,598 21,370,000 18,800,000 20,463,533
B747-300 CF6-80C2 24106 Apr-88 44,142,576 40,290,000 44,090,000 42,840,859
B747-400 RB211-524 24955 Sep-91 102,614,483 96,210,000 72,010,000 90,278,161
B757-200ER RB211-535-E4 23767 Apr-87 28,135,572 29,330,000 24,710,000 27,391,857
B757-200ER RR RB211-535E4 24260 Dec-88 31,417,380 32,890,000 28,630,000 30,979,127
B757-200ER RR RB211-535E4 24367 Feb-89 30,670,874 34,080,000 27,390,000 30,713,625
B757-200ER PW2040 24965 Mar-92 40,446,116 41,480,000 32,710,000 38,212,039
B757-200ER PW2040 25044 May-91 38,685,380 39,400,000 27,490,000 35,191,793
B757-200ER RB211 26266 Jan-93 41,680,452 42,840,000 33,950,000 39,490,151
B757-200ER PW 2037 26272 Mar-94 43,045,784 43,280,000 32,430,000 39,585,261
B757-200ER PW2037 28160 Jul-96 47,953,656 46,710,000 37,310,000 43,991,219
B767-200ER CF6-80A 23807 Aug-87 37,392,640 33,300,000 22,930,000 31,207,547
B767-300ER CF6-80C2B2F 24798 Oct-90 41,956,039 51,440,000 38,070,000 43,822,013
B767-300ER GE CF6-80C-2B6 24875 Jun-91 57,003,920 59,700,000 53,020,000 56,574,640
B767-300ER GE CF6-80C2-BF6 25132 Feb-92 56,920,636 62,320,000 51,740,000 56,993,545
B767-300ER CF6-80C2B6F 26256 Apr-93 63,609,808 65,380,000 58,510,000 62,499,936
B767-300ER CF6-80C2B6 26260 Sep-94 65,104,623 67,660,000 57,540,000 63,434,874
Engine CF6-80C2B6F 704279 Jul-95 5,910,000 5,250,000 6,520,000 5,893,333
F50 PW125B 20232 Aug-92 7,326,350 5,500,000 4,320,000 5,715,450
F50 PW125B 20233 Jan-92 7,122,810 5,490,000 4,520,000 5,710,937
F70 RR TAY MK620-15 11564 Dec-95 13,827,216 10840,000 10,980,000 11,882,405
F70 RR TAY MK620-15 11565 Feb-96 13,973,620 12,330,000 11,650,000 12,651,207
F70 RR TAY MK620-15 11569 Mar-96 13,973,620 12,330,000 11,660,000 12,654,540
MD-82 PW JT8D-219 49825 Mar-89 19,827,514 18,740,000 15,340,000 17,969,171
MD-83 JT8D-219 49657 Feb-88 18,752,054 18,250,000 14,890,000 17,297,351
MD-83 PW JT8D-219 49822 Dec-88 18,560,300 17,950,000 13,610,000 16,706,767
MD-83 PW JT8D-219 49824 Mar-89 20,784,125 19,510,000 15,190,000 18,494,708
MD-83 JT8D-219 53050 May-90 19,740,377 19,110,000 14,050,000 17,633,459
--------------
Total $1,911,223,559
==============

Bankruptcy of TransAer

On October 20, 2000, TransAer, a lessee that is based in Ireland, filed
for bankruptcy in the Irish courts. The aircraft leased by this lessee, both
A320-200s, represented 3.1% of MSAF's portfolio by appraised value as of
November 30, 1999. As of October 20, 2000, TransAer's rental arrears and
interest amounted to $1.8 million, against which we held security deposits of
$1.0 million. In addition, we held maintenance reserves of $3.8 million.

TransAer had been operating these aircraft on wet lease to Air France and
Libyan Arab Airlines. We have repossessed the aircraft which was wet leased to
Air France and we have signed a non-binding letter of intent to lease this
aircraft to Cyprus Airways with delivery of the aircraft scheduled for on or
about February 15, 2001. As of the date of this prospectus, Libyan Arab Airlines
had detained the aircraft which had been wet leased to it in Libya and refused
to return it to us. This aircraft represented 1.6% of the portfolio by appraised
value as of November 30, 1999. We believe that Libyan Arab Airlines has no right
to keep possession of the aircraft. ILFC has commenced action on our behalf to
recover the aircraft from Libyan Arab Airlines and has also submitted an
insurance claim for the loss of the aircraft. We may incur significant costs and
time in pursuing the repossession claim and the insurance claim or otherwise
resolving the matter. See "Risk Factors - Lease Termination and Aircraft
Repossession."

DESCRIPTION OF THE NOTES

The following description is a summary of the provisions of all of our
outstanding notes, the indenture, the security trust agreement, the cash
management agreement and other agreements. It does not restate these agreements
in their entirety. We urge you to read the indenture and the security trust
agreement because these agreements define your rights as holders of the notes.
The following discussion uses terms that have specific definitions in the
indenture and other transaction agreements. You should refer to the Index of
Defined Terms beginning on page I-1 for a glossary of the defined terms used in
this prospectus.

General

We have issued the notes in registered form only and in minimum
denominations of $100,000 and integral multiples of $1,000 in excess of
$100,000.

The notes are obligations of MSAF only and are not secured by the aircraft.
The notes do not represent obligations of any lessee, MSDW, the trustee or ILFC.
Bankers Trust Company is the trustee under the indenture.

Form

MSAF will issue each subclass of notes as one or more global notes. Each
global note will be registered in the name of Cede & Co., as nominee of DTC, and
will be deposited with Bankers Trust Company, the trustee, as custodian for DTC.
Beneficial interests in the notes therefore will be in electronic, book-entry
form and shown only on, and transfers thereof will be effected only through,
records maintained by DTC or its nominee and its participants.

You will receive a definitive note in exchange for your book-entry
interests only under the circumstances described under "Book-Entry Registration,
Global Clearance and Settlement -- Definitive Notes". You should also refer to
"Book-Entry Registration, Global Clearance and Settlement" for a description of
how book-entry interests in the notes and definitive notes may be held and
transferred and how payments on them will be distributed.

Ratings

Each subclass of notes is rated as of the date of this prospectus as
follows:

Rating Agencies
---------------------------------------
Standard & Poor's Moody's Fitch
----------------- ------- -----

Subclass A-2 Notes...... AA Aa2 AA
Subclass A-3 Notes...... AA Aa2 AA
Subclass A-4 Notes...... AA Aa2 AA
Subclass A-5 Notes...... AA Aa2 AA
Subclass B-1 Notes...... A A2 A
Subclass B-2 Notes...... A A2 A
Subclass C-1 Notes...... BBB Baa2 BBB
Subclass C-2 Notes...... BBB Baa2 BBB
Subclass D-1 Notes...... BB Ba2 BB

The ratings of the notes address the likelihood of the timely payment of
interest and the ultimate payment of principal and premium, if any, on the
notes. The rating agencies have not rated our ability to pay step-up interest on
any subclass of the notes. The ratings assigned to the notes do not address the
effect of any imposition of any withholding tax on any payments under the
leases, the notes or otherwise.

A rating is not a recommendation to buy, sell or restricted notes because
the ratings do not address market price or suitability for a particular investor
and may be subject to revision, suspension or withdrawal at any time by the

100

assigning rating agency. If a rating agency lowers, suspends or withdraws its
rating of any subclass of notes, no person or entity has any obligation to
support MSAF's obligations under the notes in any way.

Payments and Distributions

On each payment date, the trustee will pay (or will instruct a paying agent
appointed in Luxembourg to pay) to the noteholders the amount of interest,
principal and any premium then due on the notes of each subclass, so long as the
trustee or paying agent confirms that it has received these amounts by 1:00 p.m.
(New York time) on the payment date. If the trustee or the paying agent confirms
receipt of the payment after that time, then it will pay to the noteholders
these amounts on the business day after the business day it received the
payment. With respect to a payment date other than the final payment date
relating to any subclass of notes, the trustee or paying agent will make
relevant payments to the noteholders of record on the record date immediately
preceding such payment date. The final distribution with respect to any note,
however, will be made only upon presentation and surrender of such note by the
noteholder or its agent (including any holder in street name) at the office or
agency of the trustee or paying agent. So long as the notes are listed on the
Luxembourg Stock Exchange, we must appoint and maintain a paying agent in
Luxembourg.

Payment of Principal and Interest

General

The notes are direct obligations of MSAF and are not secured by the
aircraft. Our only sources of payment for the notes and our other obligations
are:

o the payments made by the lessees under the leases;

o proceeds from any sales or other dispositions of our assets;

o net payments to us received under our swap agreements (and any other
hedging instruments we may enter into);

o interest earned on the investment of cash balances; and

o net cash proceeds received from the sale of refinancing notes.

The notes are subordinated to expenses and other obligations we have,
according to the order of priorities that we describe under "-- Priority of
Payments". Each class and subclass of notes has the priority given to it
according to the priority of payments in the indenture. On any payment date we
may not make any payment of principal, interest or any premium on any class of
notes unless we have also made all payments ranking higher in the priority of
payments on that date. The subordination provisions of the indenture may not be
amended or modified without the agreement of each swap provider, each holder of
a class of notes that is affected by the amendment or modification and each
holder of any class of notes that ranks senior to an affected class. The
priority of the expenses and payments under swap agreements may not be amended
or modified under any circumstances.

If an event of default occurs, then the holders of a class of notes (except
the class A notes) may not give a default notice or exercise any other remedy
until all amounts owed by us under the more senior classes of notes have been
paid.

Under the leases, the lessees must make rental and other payments and
related collateral payments directly to the rental account held in the name of
the security trustee. This amount will then be transferred, within one business
day of receipt, to the collection account, except for limited amounts that must
be left on deposit to comply with local laws. Any amounts that we receive that
are required to be segregated will be transferred to the lessee funded account.
Unsegregated amounts that we receive will be transferred directly to the
collection account. On the basis of our assumptions, we expect these amounts
will be sufficient to pay the principal, interest and any premium, on the notes

101

and all other amounts payable by us to the trustee, the swap providers and the
service providers, in each case when and as due.

Interest

Each note bears interest on the outstanding principal balance, payable
monthly in arrears on each payment date. An interest accrual period is the
period from and including a payment date up to but excluding the next payment
date. The final interest accrual period for each subclass of notes will end on
but exclude the final maturity date or the date upon which all principal,
interest and any premium on such subclass of notes is paid in full. Each
subclass of notes will bear interest for each interest accrual period at the
rate per annum set forth on page 2 of this prospectus.

Interest on the subclass A-3, A-4, A-5, B-1 and B-2 notes will be
calculated on the basis of a 360-day year and the actual number of days elapsed
in an interest accrual period. Interest on the subclass C-1, C-2 and D-1 notes
will be calculated on the basis of one-twelfth of an annual interest payment on
the outstanding principal balance and in the case of an incomplete interest
accrual period on the basis of a 360-day year consisting of twelve 30-day
months.

If we do not repay the subclass A-3, A-4 or B-2 notes in full on or before
their expected final payment date, additional interest will accrue on the
subclass A-3 and A-4 notes at the rate of 1.00% per annum and on the subclass
B-2 notes at the rate of 1.50% per annum, until such notes are repaid in full.
We refer to this additional interest as "step-up interest". We may also issue
additional notes or refinancing notes that will accrue step-up interest after
their expected final payment date. Step-up interest will be subordinated to
other amounts payable on the class A, B, C and D notes, including accrued and
unpaid interest, the Minimum Principal Payment Amount and the Scheduled
Principal Payment Amount. The rating agencies have not rated our ability to pay
step-up interest.

Reference Agency Agreement

For the purpose of calculating the rate of interest payable on the subclass
A-2, A-3, A-4, A-5, B-1 and B-2 notes, we have entered into a reference agency
agreement with the trustee, Bankers Trust Company as reference agent and the
cash manager. The reference agent determines LIBOR for each interest accrual
period on a reference date, the date that is two business days before the
payment date on which the interest accrual period begins.

Under the reference agency agreement, the reference agent determines LIBOR
as follows:

On each reference date, the reference agent will determine LIBOR as the per
annum offered rate for deposits in U.S. dollars for a period of one month that
appears on the display designated as page "3750" on the Telerate Monitor (or
such other page or service as may replace it for the purpose of displaying LIBOR
of major banks for U.S. dollar deposits) at approximately 11:00 a.m. (London
time).

If this offered rate is replaced by the corresponding rates of more than
one bank, then the determination of LIBOR shall be made on the basis of the
average of the rates (being at least two) that appear. If these rates do not
appear or the Telerate page is unavailable, the reference agent will request
that each of the banks or a substitute reference bank in London provide the
reference agent with its offered quotation to prime banks for dollar deposits in
London for the next interest accrual period as at 11:00 a.m. (London time) on
the reference date. In this case, the floating rate of interest for each
subclass of notes will be the average of the quotations received (at least two)
plus the applicable interest spread over LIBOR (and step-up interest, if
payable).

If one or no reference bank provides a quotation, the reference agent will
select New York City banks which provide quotations for their U.S. dollar
lending rate to leading European banks on the reference date for the next
interest accrual period. In this case, the interest rate for the next interest
accrual period will be the average of these quotations plus the applicable
interest spread over LIBOR (and step-up interest, if payable). If the banks
selected do not provide these quotations, the interest rate will be the rate
that applied to the last interest accrual period.

Once it determines the interest rate, the reference agent will calculate
the interest amount for the interest accrual period for the subclass A-2, A-3,
A-4, A-5, B-1 and B-2 notes as:

102

Interest amount = P x I x N
--------
360

where:

P = outstanding principal balance of the subclass at the beginning of
the interest accrual period, as estimated by the reference agent

I = applicable interest rate for the subclass for the interest accrual
period and

N = number of days in the interest accrual period

The reference agent's determination of LIBOR, the interest rate and the
interest amount for the subclass A-2, A-3, A-4, A-5, B-1 and B-2 notes (in the
absence of negligence, wilful default, bad faith or manifest error) will be
conclusive and binding upon all parties.

For the subclass A-2, A-3, A-4, A-5, B-1 and B-2 notes, the reference agent
will give notice of applicable LIBOR, the payment date, the interest rate for
the relevant interest accrual period and the amount of interest on the subclass
to MSAF, the listing agent for the Luxembourg Stock Exchange and the cash
manager. Holders of the subclass A-2, A-3, A-4, A-5, B-1 and B-2 notes may
obtain such information at the offices of the listing agent or paying agent in
Luxembourg or otherwise in the cash reports provided to noteholders by the
trustee on the second business day before each payment date and any other date
for distribution of any payments with respect to the notes.

If the reference agent does not or is unable to determine the interest rate
and amount for an interest accrual period as described above, the administrative
agent will determine such rate of interest or calculate such interest amount in
accordance with the provisions described above.

MSAF reserves the right to terminate the appointment of the reference agent
at any time on 30 days' notice and to appoint a replacement reference agent in
its place. Notice of any such termination will be given to the holders of the
subclass A-2, A-3, A-4, A-5, B-1 and B-2 notes. The reference agent may not be
removed or resign its duties unless a successor has been appointed.

Principal Amortization

For each class of notes, only to the extent that there are sufficient funds
in the collection account, principal will be distributed on each payment date
equal to the sum of the following amounts:

o the Minimum Principal Payment Amount;

o the Scheduled Principal Payment Amount;

o the Supplemental Principal Payment Amount (only applicable to the
class A and class B notes); and

o redeemed principal as described below in paragraphs (21) through (24)
under "-- Priority of Payments".

If we issue any additional notes or refinancing notes, each issuance will
be a new subclass of the relevant class of notes.

In the following discussion, we use the defined terms "Assumed Portfolio
Value" and "Adjusted Portfolio Value". These terms have the following meanings:

For each payment date, the "Assumed Portfolio Value" will equal the sum of
the Assumed Values of all aircraft in the portfolio on the calculation date
preceding the payment date. On that date, the "Assumed Value" of an aircraft
will be calculated as follows:

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Assumed Value = IAV x DF(t)
-------
DF(c)

where:

IAV = the "initial appraised value" of that aircraft,

DF(t) = the depreciation factor for that aircraft on the relevant
calculation date and

DF(c) = the depreciation factor for that aircraft on the relevant
acquisition date

For each aircraft, "initial appraised value" means the average of three
appraised base values of the aircraft as of a date not more than six months
before the date we acquired the aircraft.

For each aircraft, the depreciation factor at time "t" will be
calculated as follows:

DF(t) = ( 1 ( t ) ) x 1.02(t)
( ( ----- ) )
( ( EUL ) )
L

where:

t = age of the aircraft in years and

EUL = the expected useful life of the aircraft (which we assume is 25
years);

provided that the depreciation factor shall not be less than zero at any time.

The depreciation factors produce a "depreciation curve" that assumes that
the value of an aircraft will decline at an accelerating rate as the aircraft
ages. We have used the depreciation factors described above solely for the
purpose of determining repayments of principal of the notes. They are not
intended to predict or conform to actual declines in aircraft values over any
period. Furthermore, variables used to calculate the depreciation factor will
change as the composition of the portfolio changes through acquisitions and
sales of aircraft. Finally, we may in the future apply different depreciation
factors or alternative methodologies to express the assumed decline in values of
additional aircraft. In addition, the Minimum Class Percentages, the Scheduled
Class Percentages and the Supplemental Class Percentages for the class A and
class B notes and Minimum Target Principal Balances and Scheduled Target
Principal Balances for the class C and class D notes will change as additional
aircraft are acquired. The Pool Factors and the Extended Pool Factors for each
subclass that are described below will not change as the composition of the
portfolio changes.

For each payment date, the "Adjusted Portfolio Value" will equal the sum of
the Adjusted Values of all aircraft in the portfolio on the calculation date
preceding the payment date. On that date, the "Adjusted Value" of an aircraft
will be calculated as follows:

Adjusted Value = AAV x DF(t)
-----
DF(A)

where:

AAV = the "average appraised value" of that aircraft,

DF(t) = the depreciation factor for that aircraft on the relevant
calculation date and

DF(A) = the depreciation factor for that aircraft on the date of the most
recent appraisal.

For each aircraft, "average appraised value" means the average
of three appraised base values of that aircraft as of the date of the most
recent appraisal.

Minimum Principal Payment Amount. For each class of notes, on each payment
date, the "Minimum Principal Payment Amount" will be calculated as follows:

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Minimum Principal Payment Amount = OPB - MTPB

where:

OPB = the outstanding principal balance of such class and

MTPB = the "Minimum Target Principal Balance" for such class as described
below;

provided that the Minimum Principal Payment Amount may not be
less than zero on any payment date.

The "Minimum Target Principal Balance" will be calculated differently for
each class of notes.

For the class A and class B notes, the Minimum Target Principal Balance
will be calculated as follows:

Minimum Target Principal Balance = MCP x APV

where:

MCP = the "Minimum Class Percentage" as set forth in Appendices 6 and 7 to
this prospectus and

APV = the "Assumed Portfolio Value" for the payment date as defined above.

You should refer to Appendix 5 to this prospectus for a schedule of the
Assumed Portfolio Value for each month through the final maturity date of the
notes.

In the case of the class A notes only, if the outstanding principal balance
of the class A notes (including any additional notes and refinancing notes) is
greater than the Adjusted Portfolio Value (as described above), then the Minimum
Target Principal Balance of the class A notes will be equal to the Scheduled
Target Principal Balance of the class A notes (as described below).

For the class C and class D notes, the Minimum Target Principal Balance for
each payment date is set out in Appendices 8 and 9 to this prospectus.

Scheduled Principal Payment Amount. For each class of notes, on each
payment date, the "Scheduled Principal Payment Amount" will be calculated as
follows:

Scheduled Principal Payment Amount = OPB -- STPB

where:

OPB = the outstanding principal balance of such class (after giving effect
to any payment of the Minimum Principal Payment Amount for such
class) and

STPB = the "Scheduled Target Principal Balance" for such class as described
below;

provided that the Scheduled Principal Payment Amount may not be less than zero
on any payment date.

The "Scheduled Target Principal Balance" will be calculated differently for
each class of notes.

For the class A notes, on each payment date, the Scheduled Target Principal
Balance will be calculated as follows:

Scheduled Target Principal Balance = SCP x AAPV

where:

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SCP = the "Scheduled Class Percentage" on that payment date, as set forth
in Appendix 6 to this prospectus and

AAPV = the lesser of (A) the Assumed Portfolio Value on that payment date
and (B) 105% of the Adjusted Portfolio Value on that payment date

For the class B notes, on each payment date, the Scheduled Target Principal
Balance will be calculated as follows:

Scheduled Target Principal Balance = SCP x APV

where:

SCP = the Scheduled Class Percentage on that payment date, as set forth in
Appendix 7 to this prospectus and

APV = the Assumed Portfolio Value on that payment date.

For the class C and class D notes, on each payment date, the
Scheduled Target Principal Balance is set out in Appendices 8 and 9 to this
prospectus.

Supplemental Principal Payment Amount. For the class A and class B notes,
on each payment date, the "Supplemental Principal Payment Amount" will be
calculated as follows:

Supplemental Principal Payment Amount = OPB -- SupTPB

where:

OPB = the outstanding principal balance of such class (after giving effect
to any payment of the Minimum Principal Payment Amount and the
Scheduled Principal Payment Amount for such class) and

SupTPB = the "Supplemental Target Principal Balance" for such class as
described below;

provided that the Supplemental Principal Payment Amount may not be less than
zero on any payment date.

For the class A and class B notes, on each payment date, the
"Supplemental Target Principal Balance" will be calculated as follows:

Supplemental Target Principal Balance = SCP x APV

where:

SCP = the "Supplemental Class Percentage" on that date, as set forth in
Appendices 6 and 7 to this prospectus and

APV = the Assumed Portfolio Value on that date.

Allocation of Principal Among Subclasses of Notes; Intra-Class Priority of
Payments

If, on a payment date, we must pay a principal amount on a class of notes
according to the order of priorities, then the available amount will be
allocated between relevant subclasses in the following order of priority. The
"remaining principal balance" of any subclass is the outstanding principal
balance of that subclass on the applicable payment date after giving effect to
any payments ranking higher in either this order of priorities or the order of
priorities among classes described in "-- Priority of Payments" and the
"remaining allocation" is the amount of available collections being allocated
among subclasses, after giving effect to any payments ranking higher in this
order of priorities.

(1) First, to each subclass in order of the subclass that was issued first,
the Extension Amount for that subclass. The "Extension Amount" will be
calculated as follows:

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Extension Amount = RPB - (EPF x IPB)

where:

RPB = the remaining principal balance of the subclass,

EPF = the "Extended Pool Factor" for the subclass, as set forth in
Appendix 11 to this prospectus and

IPB = the initial principal balance of the subclass at the time it was
issued;

provided that the Extension Amount may not be less than zero.

If two or more subclasses were issued on the same date, available
collections will be applied to each of those subclasses proportionally according
to, but not to exceed, the Extension Amounts of those subclasses.

(2) Second, to each subclass, any remaining allocation proportionally
according to the amount of but not more than the Pool Factor Amount for that
subclass. The "Pool Factor Amount" will be calculated as follows:

Pool Factor Amount = RPB - ( PF x IPB )

where:

RPB = the remaining principal balance of the subclass,

PF = the "Pool Factor" for the subclass, as set forth in Appendix 10 to
this prospectus and

IPB = the initial principal balance of the subclass at the time it was
issued;

provided that the Pool Factor Amount may not be less than zero.

(3) Third, to each subclass with an expected final payment date on or
before the payment date, in order of the subclass that was issued first, any
remaining allocation.

If two or more subclasses were issued on the same date, the remaining
allocation will be applied to them in order of the subclass with the earliest
expected final payment date. If two or more of those subclasses have the same
expected final payment date, then the remaining allocation will be applied
proportionally according to the remaining principal balances of these
subclasses.

(4) Fourth, to each subclass with an Excess Amortization Date (as set forth
below) on or before the payment date, any remaining allocation proportionally
according to the remaining principal balances of these subclasses.

(5) Fifth, to each subclass in order of the earliest expected final payment
date, any remaining allocation.

If two or more subclasses have the same expected final payment date, then
available collections will be applied proportionally to those subclasses
according to the remaining principal balances of these subclasses.

The "Excess Amortization Date" for each subclass of the notes is as set out
below:

Subclass of Notes Excess Amortization Date
- ----------------- ------------------------
Subclass A-2...................... April 15, 1998
Subclass A-3...................... March 15, 2002
Subclass A-4...................... March 15, 2003
Subclass A-5...................... April 15, 2000
Subclass B-1...................... April 15, 1998
Subclass B-2...................... March 15, 2007
Subclass C-1...................... March 15, 2013
Subclass C-2...................... October 15, 2016
Subclass D-1...................... March 15, 2010

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Refinancing

We may repay any subclass of notes, in whole or in part, on any date with
the proceeds of the issuance of any refinancing notes issued in accordance with
the "Limitation on Indebtedness" covenant under the indenture. The amount we
will repay in connection with the refinancing of any subclass of notes will be
equal to the redemption price for such subclass that would be payable if we were
to redeem the notes on the refinancing date plus accrued and unpaid interest.

At least five days but not more than 30 days before the proposed
refinancing date, the trustee will give notice of the refinancing to each holder
of such subclass of notes in accordance with the notice provisions contained in
the indenture. In connection with any refinancing, we will deposit in the
refinancing account an amount equal to the redemption price, plus an amount
sufficient to pay or provide for all accrued and unpaid interest as of the
refinancing date. Each notice of refinancing will state:

o the applicable refinancing date;

o the redemption price of the notes to be repaid and the amount of
accrued but unpaid interest payable;

o that notes of the subclass to be repaid must be surrendered; and

o that, unless we default in the payment of the redemption price and any
accrued and unpaid interest, interest will cease to accrue on the
subclass of notes to be refinanced, on and after the refinancing date.
Once a notice of refinancing is published, each subclass of notes to
which it applies will become due and payable on the refinancing date
at their redemption price, together with accrued and unpaid interest.

We intend to refinance the subclass A-3, A-4 and B-2 notes on their
expected final payment dates by issuing and selling refinancing notes in the
capital markets. If we are unable to repay any subclass A-3, A-4 or B-2 notes in
full at their expected final payment dates, we will pay additional interest of
1.00% per annum on the subclass A-3 or A-4 notes and 1.50% per annum on the
subclass B-2 notes, until such notes are repaid in full. However, our failure to
refinance the subclass A-3, A-4 or B-2 notes by their expected final payment
dates will not constitute an event of default. If we are unable to refinance the
subclass A-3, A-4 or B-2 notes on their expected final payment dates, then that
subclass will thereafter be entitled to a principal repayment schedule intended
to ensure that the remaining outstanding principal balance of the subclass A-3,
A-4 or B-2 notes will be repaid in full on or before their final maturity date.

Redemption

Optional Redemption. On any payment date, we may, at our election, redeem
any subclass of the notes out of any amounts other than available collections
(including proceeds from refinancing notes or from third parties), in whole or
in part, at the applicable "redemption price" plus accrued but unpaid interest.

In the case of an optional redemption:

o the redemption price of the subclass A-2, A-3, A-4, A-5, B-1 and B-2
notes will be the outstanding principal balance of the subclass being
redeemed multiplied by the redemption premium set out in the table
below;

o the redemption price of the subclass C-1 and C-2 notes will be the
higher of:

- the discounted present value of Scheduled Principal Payment
Amounts and interest from the redemption date to the applicable
expected final payment date, discounted at the applicable
Treasury yield plus 1.00%

108

- the outstanding principal balance on the redemption date;

o the redemption price in respect of a redemption of the subclass D-1
notes occurring before March 15, 2003 will equal the higher of:

- the discounted present value of Scheduled Principal Payment
Amounts of the subclass D-1 notes and interest through, but not
including March 15, 2003, plus the product of the applicable
redemption premium set out in the table below and the assumed
outstanding principle balance for March 15, 2003 discounted at a
rate equal to the Treasury yield plus 1.00%

- the outstanding principal balance on the redemption date; and

o the redemption price in respect of a redemption of the subclass D-1
notes occurring on or after March 15, 2003 will be the outstanding
principal balance on the redemption date being redeemed multiplied by
the redemption premium set out in the table below.

Redemption Premium
---------------------------------------------------------------------------------------
Subclass Subclass Subclass Subclass Subclass Subclass Subclass
Redemption Date A-2 Notes A-3 Notes A-4 Notes A-5 Notes B-1 Notes B-2 Notes D-1 Notes
- --------------- --------- --------- --------- --------- --------- --------- ---------

On or after March 15, 2000 101.00% 101.00% 101.50% 101.50% 102.00% 101.75% --
On or after March 15, 2001 100.50% 100.50% 101.00% 101.00% 101.50% 101.50% --
On or after March 15, 2002 100.00% 100.00% 100.50% 100.75% 101.00% 101.25% --
On or after March 15, 2003 -- -- 100.00% 100.50% 100.50% 101.00% 105.25%
On or after March 15, 2004 -- -- -- 100.25% 100.00% 100.75% 104.50%
On or after March 15, 2005 -- -- -- 100.00% -- 100.50% 103.75%
On or after March 15, 2006 -- -- -- -- -- 100.25% 103.00%
On or after March 15, 2007 -- -- -- -- -- 100.00% 102.25%
On or after March 15, 2008 -- -- -- -- -- -- 101.50%
On or after March 15, 2009 -- -- -- -- -- -- 100.75%
On or after March 15, 2010 -- -- -- -- -- -- 100.00%
On or after March 15, 2011 -- -- -- -- -- -- --

Treasury yield means, on any payment date the interest rate (expressed as a
monthly equivalent yield) determined to be the rate equivalent to the semiannual
yield to maturity (and, in the case of United States Treasury bills, converted
to a bond equivalent yield) for United States Treasury securities maturing on
the Average Life Date of such subclass and trading in the public securities
markets, either

o as determined by interpolation between the most recent weekly average
yield to maturity for two series of United States Treasury securities
trading in the public securities markets, (A) one maturing as close as
possible to, but earlier than, the Average Life Date of such subclass
and (B) the other maturing as close as possible to, but later than,
the Average Life Date of such subclass in each case as published in
the most recent H.15 (519)

o if a weekly average yield to maturity for United States Treasury
securities maturing on the Average Life Date of such subclass is
reported in the most recent H.15 (519), such weekly average yield to
maturity as published in such H.15 (519).

"H.15 (519)" means the weekly statistical release designated as such, or
any successor publication, published by the Board of Governors of the Federal
Reserve System. The date of determination of the Treasury Yield with

109

respect to the subclass C-2 notes shall be the fourth business day prior to the
applicable payment date and the "most recent H.15 (519)" means the H.15 (519)
published prior to the close of business on the fourth business day prior to the
applicable payment date.

"Average Life Date" is the date which follows the applicable payment date
by a period equal to the Remaining Weighted Average Life of such subclass.
"Remaining Weighted Average Life" with respect to any subclass of notes on any
payment date is calculated as follows:

Remaining Weighted Average Life = 1 M (P(t) x t)
---- X sum of
OPB t=0

where:

OPB = the outstanding principal balance of such subclass on such payment
date,

t = the number of days to each payment date occurring on or after such
payment date for such subclass,

P(t) = the Scheduled Principal Payment Amount due on the payment date t
days after such payment date, and

M = the final payment date for such subclass.

Redemption from Available Collections. On each payment date, we will apply
available collections to make distributions in accordance with the order of
priorities described under "-- Priority of Payments". On each payment date,
therefore, we must redeem any subclass of notes to the extent that there are
available collections remaining at the levels in the order of priorities at
which we are required to make a payment of principal on that subclass of notes.

In the case of a redemption from available collections:

o the redemption price of the subclass A-2, A-3, A-4, A-5, B-1 and B-2
notes will be the outstanding principal balance of the subclass being
redeemed, without premium; and

o the redemption price of the subclass C-1, C-2 and D-1 notes will be
the same redemption price as in the case of an optional redemption, as
described above.

Redemption for Taxation Purposes. All payments of principal, interest and
premium, if any, that we make in respect of any notes will be made without
withholding or deduction for or on account of any present or future taxes or
duties of whatever nature unless required by law. If such withholding or
deduction is required by law, we will not be obliged to pay any additional
amounts in respect of such withholding or deduction.

If at any time:

(a) we are, or on the next payment date will be, required to make any
withholding or deduction under the laws or regulations of any
applicable tax authority with respect to any payment in respect of any
subclass of notes; or

(b) we are or will be subject to any circumstance (whether by reason of
any law, regulation, regulatory requirement or double-taxation
convention, or the interpretation or application thereof, or
otherwise) leading to the imposition of a tax (whether by direct
assessment or by withholding at source) or other similar imposition by
any jurisdiction which would

110

(1) materially increase our cost of making payments in respect of any
subclass of notes or of complying with our obligations under or
in connection with any notes;

(2) materially increase our operating or administrative expenses; or

(3) otherwise obligate us or any of our subsidiaries to make any
material payment on, or calculated by reference to, the amount of
any sum received or receivable by us, or by the administrative
agent on behalf of us as contemplated by the administrative
agency agreement;

then we will inform the trustee at such time of any such requirement or
imposition and shall use our best efforts to avoid the effect of the same. We
shall take no action to avoid such effects unless each rating agency has
confirmed that such action will not result in the lowering or withdrawal by it
of its current rating of any subclass of MSAF notes then outstanding.

If, after using our best efforts to avoid the adverse effect described
above, we have not avoided such effects, then on any payment date we may, at our
election, redeem the outstanding principal balance of the notes of any or all
subclasses to which such withholding or deduction applies, in whole but not in
part, at the redemption price plus accrued but unpaid interest. However, any
such redemption may not occur more than 30 days before the time at which the
requirement or imposition described in (a) or (b) above is to become effective.

In the case of a redemption for taxation purposes, the redemption price of
any subclass of notes being redeemed will be the outstanding principal balance
of that subclass without premium.

Method of Redemption. If we propose to make an optional redemption or a
redemption for taxation purposes, at least 20 days but not more than 60 days
before the redemption date, the trustee will give notice of such redemption to
each holder of such subclass of notes. If we redeem any subclass of notes in
part, we will apply the redemption price proportionally to each holder of that
subclass. If we redeem any subclass of notes in whole, other than a redemption
for taxation purposes, we will deposit in the defeasance/redemption account the
redemption price, together with an amount sufficient to pay or provide for all
of the accrued and unpaid interest as of the redemption date. If we redeem all
or any part of a subclass of notes with available collections as required by the
priority of payments, we will send no notice of redemption.

Each notice of redemption will state:

o the applicable redemption date,

o the trustee's arrangements for making payments due,

o the redemption price of the notes to be redeemed,

o in the case of redemptions in whole, that notes of the subclass to be
redeemed must be surrendered (which action may be taken by any holder
of the notes or its authorized agent) to the trustee to collect the
redemption price and accrued and unpaid interest on such notes, and

o in the case of redemptions in whole, that, unless we default in the
payment of the redemption price and any accrued and unpaid interest
thereon, interest on the subclass of notes called for redemption will
cease to accrue on and after the redemption date.

Once a notice of redemption for a redemption in whole is mailed, each
subclass of notes to which it applies will become due and payable on the
redemption date at its redemption price, together with accrued and unpaid
interest thereon.

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Defeasance

We may at any time terminate all of our obligations under the notes and the
indenture. This is known as "legal defeasance". Legal defeasance will not apply
to (1) our obligations relating to the defeasance trust or (2) our obligations
to register the transfer or exchange of the notes, to replace mutilated,
destroyed, lost or stolen notes and to maintain a register in respect of the
notes.

In addition, we at any time may terminate our obligations under the
covenants described under "-- Indenture Covenants" and "-- Operating Covenants"
and the events of default described under "-- Events of Default and Remedies"
other than those described in clauses (1), (2), (3), (5) (solely with respect to
MSAF) and (6) (solely with respect to MSAF). This is known as "covenant
defeasance".

We may exercise our legal defeasance options even if we have already
exercised the covenant defeasance option. If we exercise our legal defeasance
options, payment of the notes may not be accelerated because of an event of
default. If we exercise our covenant defeasance options, payment of the notes
may not be accelerated because of the events of default described under "--
Events of Default and Remedies" other than those described in clauses (1), (2),
(3), (5) (solely with respect to MSAF) and (6) (solely with respect to MSAF).

In order to exercise either defeasance option, we must irrevocably deposit
in trust with the trustee any combination of cash or obligations of the U.S.
Government as will be sufficient for the payment of principal, premium (if any),
and interest on the notes to redemption or maturity. We also must comply with
other conditions, including delivering to the trustee an opinion of counsel to
the effect that holders of the notes (1) will not recognize income, gain or loss
for United States federal income tax purposes as a result of the deposit and
defeasance and (2) will be subject to United States federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred. In the case of legal
defeasance only, the opinion of counsel must be based on a ruling of the
Internal Revenue Service or other change in applicable United States federal
income tax law.

Priority of Payments

On each payment date, the administrative agent will withdraw all amounts on
deposit in the collection account and will distribute them in the order of
priority set forth below. Any amount below will be paid only if all amounts
ranking senior to that amount are paid in full on the payment date.

(1) First, to the expense account, or directly to the relevant expense
payees, an amount equal to the required expense amount and then to the
relevant expense payees;

(2) Second, the following amounts:

(A) to the holders of each subclass of class A notes, all accrued and
unpaid interest excluding step-up interest, if applicable, on
such subclass of class A notes proportionately according to the
amount of accrued and unpaid interest on such subclass of class A
notes; and

(B) proportionately, to any swap provider, an amount equal to any
payment, other than subordinated swap payments, due from MSAF
under any swap agreement;

(3) Third, (1) first, to any persons providing primary eligible credit
facilities, any amounts then payable to such persons under the terms
of their respective primary eligible credit facilities and (2) then,
retain in the collection account an amount, if positive, equal to (A)
the minimum liquidity reserve amount less (B) amounts available for
drawing under any primary eligible credit facilities;

(4) Fourth, to the holders of class A notes, in the order of priority by
subclass set forth under "-- Allocation of Principal among Subclasses
of Notes; Intra-Class Priority of Payments", an amount equal to the
Minimum Principal Payment Amount with respect to the class A notes;

112

(5) Fifth, to the holders of each subclass of class B notes, all accrued
and unpaid interest, excluding step-up interest, if applicable, on
such subclass of class B notes proportionately according to the amount
of accrued and unpaid interest on such subclass of class B notes;

(6) Sixth, to the holders of class B notes, in the order of priority by
subclass set forth under "-- Allocation of Principal among Subclasses
of Notes; Intra-Class Priority of Payments", an amount equal to the
Minimum Principal Payment Amount with respect to the class B notes;

(7) Seventh, to the holders of each subclass of class C notes, all accrued
and unpaid interest, excluding step-up interest, if applicable, on
such subclass of class C notes proportionately according to the amount
of such accrued and unpaid interest on such subclass of class C notes;

(8) Eighth, to the holders of Class C notes, in the order of priority by
subclass set forth under "-- Allocation of Principal among Subclasses
of Notes; Intra-Class Priority of Payments", an amount equal to the
Minimum Principal Payment Amount with respect to the class C notes;

(9) Ninth, to the holders of each subclass of class D notes, all accrued
and unpaid interest, excluding step-up interest, if applicable, on
such subclass of class D notes proportionately according to the amount
of such accrued and unpaid interest on such subclass of class D notes;

(10) Tenth, to the holders of class D notes, in the order of priority by
subclass set forth under "-- Allocation of Principal among Subclasses
of Notes; Intra-Class Priority of Payments", an amount equal to the
Minimum Principal Payment Amount with respect to the class D notes;

(11) Eleventh, (1) first, to any persons providing credit or liquidity
enhancement facilities that are not primary eligible credit
facilities, any amounts then payable to such persons under the terms
of their facilities and (2) then, retain in the collection account an
amount, if positive, equal to (A) the liquidity reserve amount less
(B) the sum of the amount of cash reserved under (3) above plus the
amounts available for drawing under any eligible credit facilities;

(12) Twelfth, to the holders of class A notes, in the order of priority by
subclass set forth under "-- Allocation of Principal among Subclasses
of notes; Intra-Class Priority of Payments", an amount equal to the
Scheduled Principal Payment Amount with respect to the class A notes;

(13) Thirteenth, to the holders of class B notes, in the order of priority
by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the Scheduled Principal Payment Amount with respect to the
class B notes;

(14) Fourteenth, to the holders of class C notes, in the order of priority
by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the Scheduled Principal Payment Amount with respect to the
class C notes;

(15) Fifteenth, to the holders of class D notes, in the order of priority
by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the Scheduled Principal Payment Amount with respect to the
class D notes;

(16) Sixteenth, to the permitted accruals balance in the expense account,
an amount equal to permitted accruals in respect of any modification
payments (or any part thereof);

(17) Seventeenth, to the holders of each subclass of notes entitled
thereto, an amount equal to all accrued and unpaid step-up interest on
such subclass, if any, proportionately according to the amount of such
accrued and unpaid step-up interest;

(18) Eighteenth, to the holders of the beneficial interest, the beneficial
interest distribution amount;

113

(19) Nineteenth, to the holders of class A notes, in the order of priority
by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the Supplemental Principal Payment Amount with respect to the
class A notes;

(20) Twentieth, to the holders of class B notes, in the order of priority
by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the Supplemental Principal Payment Amount with respect to
class B notes;

(21) Twenty-first, to the holders of class D notes, in the order of
priority by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the redemption price of the outstanding principal balance, if
any, of any subclass of class D notes;

(22) Twenty-second, to the holders of class C notes, in the order of
priority by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the redemption price of the outstanding principal balance, if
any, of any subclass of class C notes;

(23) Twenty-third, to the holders of class B notes, in the order of
priority by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the redemption price of the outstanding principal balance, if
any, of any subclass of class B notes;

(24) Twenty-fourth, to the holders of class A notes, in the order of
priority by subclass set forth under "-- Allocation of Principal among
Subclasses of Notes; Intra-Class Priority of Payments", an amount
equal to the redemption price of the outstanding principal balance, if
any, of any subclass of class A notes;

(25) Twenty-fifth, payments to swap providers which are subordinated in
accordance with their terms; and

(26) Twenty-sixth, to the holders of the beneficial interest, all remaining
amounts.

Priority of Payments following a Default Notice

If a default notice is delivered to MSAF or the administrative agent or an
event of default described in clause (5) or (6) under "-- Events of Default and
Remedies" occurs and continues, the allocation of payments described above will
not apply. Instead, all amounts on deposit in the collection account and the
expense account will be applied in the following order of priority:

(1) First, to the expense account, or directly to the relevant expense
payees, an amount equal to the required expense amount;

(2) Second, proportionately, to the providers of any primary eligible
credit facilities, such amounts as are required to make any payments
due to such providers under their primary eligible credit facilities;

(3) Third, the following amounts: (A) proportionately to the holders of
each subclass of class A notes, all accrued and unpaid interest
(including step-up interest, if any) on, and all outstanding principal
of, such subclass and (B) proportionately to any swap provider, such
amounts as are required to make any payments (other than subordinated
swap payments) due to such swap provider under any swap agreement;

(4) Fourth, proportionately to the holders of each subclass of class B
notes, all accrued and unpaid interest (including step-up interest, if
any) on and all outstanding principal of such subclass of class B
notes;

(5) Fifth, proportionately to the holders of each subclass of class C
notes, all accrued and unpaid interest (including step-up interest, if
any) on and all outstanding principal of such subclass of class C
notes;

(6) Sixth, proportionately to the holders of each subclass of class D
notes, all accrued and unpaid interest (including step-up interest, if
any) on and all outstanding principal of such subclass of class D
notes;

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(7) Seventh, proportionately to the providers of any credit or liquidity
enhancement facilities in favor of MSAF other than primary eligible
credit facilities, such amounts as are required to make any payments
due under their facilities;

(8) Eighth, proportionately to any swap provider, such amounts as are
required to make any subordinated swap payments due to such swap
provider under any swap agreement; and

(9) Ninth, to the holders of the beneficial interest, all remaining
amounts.

Indenture Covenants

No Release of Obligations. We will not take, or knowingly permit any
subsidiary to take, any action which would amend, terminate, other than any
termination in connection with the replacement of such agreement with an
agreement on terms substantially no less favorable to us and our subsidiaries
than the agreement being terminated, or discharge or prejudice the validity or
effectiveness of the indenture, other than as permitted therein, the security
trust agreement, the cash management agreement, the administrative agency
agreement, the financial advisory agreement or any servicing agreement or permit
any party to any such document to be released from such obligations, except, in
each case, as permitted or contemplated by the terms of such document, except:
we may take or permit such actions and may permit such releases if we shall have
first obtained an authorizing resolution of the controlling trustees determining
that such action, permitted action or release does not materially adversely
affect the interests of the noteholders.

Despite the preceding paragraph, in any case:

(1) we will not take any action which would result in any amendment or
modification to any conflicts standard or duty of care in such
agreements, and

(2) there must be at all times an administrative agent, a cash manager, a
financial advisor and, unless a servicer resigns prior to the
appointment of a replacement servicer as a result of any failure to
pay amounts due and owing to it, one or more servicers with respect to
all aircraft in the portfolio.

Limitation on Encumbrances. We will not, and will not permit any subsidiary
to, create, incur, assume or suffer to exist any mortgage, pledge, lien,
encumbrance, charge or security interest, including, without limitation, any
conditional sale, or any sale with recourse against the seller or any affiliate
of the seller, or any agreement to give any security interest over or with
respect to any of our or any of our subsidiary's assets, excluding segregated
funds, including, without limitation, all beneficial interests in trusts,
ordinary shares and preferred shares, any options, warrants and other rights to
acquire such shares of capital stock and any indebtedness of any subsidiary held
by us or a subsidiary.

However, we may create, incur, assume or suffer to exist:

(1) any permitted encumbrance;

(2) any security interest created or required to be created under the
security trust agreement;

(3) encumbrances over rights in or derived from leases, upon confirmation
from the rating agencies in advance that such action or event will not
result in the lowering or withdrawal of any rating assigned by any
rating agency to any of the notes, so long as any transaction or
series of transactions resulting in such encumbrance, taken as a
whole, does not materially adversely affect the amount of collections
that would have been received by us from such lease had such
encumbrance not been created, or

(4) any other encumbrance the validity or applicability of which is being
contested in good faith in appropriate proceedings by us or any of our
subsidiaries.

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Affiliate means, with respect to any person, any other person that,
directly or indirectly, controls, is controlled by or is under common control
with, such person or is a director or officer of such person.

Control of a person means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such person,
whether through the ownership of voting stock, by contract or otherwise.

Permitted encumbrance means:

(1) any lien for taxes, assessments and governmental charges or levies not
yet due and payable or which are being contested in good faith by
appropriate proceedings;

(2) in respect of any aircraft, any liens of a repairer, carrier or hanger
keeper arising in the ordinary course of business by operation of law
or any engine or parts-pooling arrangements or other similar lien;

(3) any permitted lien or encumbrance on any aircraft, engines or parts as
defined under any lease thereof (other than liens or encumbrances
created by the relevant lessor);

(4) any liens created by or through or arising from debt or liabilities or
any act or omission of any lessee in each case either in contravention
of the relevant lease (whether or not such lease has been terminated)
or without the consent of the relevant lessor (as long as if such
lessor becomes aware of any such lien, such lessor shall use
commercially reasonable efforts to have any such liens lifted);

(5) any head lease, lease, conditional sale agreement or purchase option
existing on the relevant closing date or any aircraft agreement
meeting the requirements of (c) or (e) of the second paragraph under
the "Limitation on Aircraft Sales" covenant;

(6) any lien for air navigation authority, airport tending, gate or
handling (or similar) charges or levies;

(7) any lien created in favor of us or any of our subsidiaries or the
security trustee;

(8) any lien not referred to in (1) through (7) above which would not
adversely affect the owner's rights and does not exceed the greater of
1% of the aggregate initial appraised value of the portfolio and
$250,000 per aircraft; and

(9) any encumbrance arising under the ILFC facility or any other
agreements the terms of which contemplate that custody of security
deposits held for lessees with respect to additional aircraft is held
by a third party.

Limitation on Restricted Payments. MSAF will not, and will not permit any
of its subsidiaries to:

(1) declare or pay any dividend or make any distribution on its stock held
by persons other than MSAF or any of its subsidiaries; except that, so
long as no event of default occurs and continues, MSAF may make
payments on its beneficial interest to the extent permitted by the
indenture;

(2) purchase, redeem, retire or otherwise acquire for value any beneficial
interest in MSAF or any stock of its subsidiaries held by and on
behalf of persons other than MSAF, any of its subsidiaries or other
Persons permitted under the requirements of (2)(b) under the
"Limitation on the Issuance, Delivery and Sale of Capital Stock"
covenant;

(3) make any interest, principal or premium payment on the notes or make
any voluntary or optional repurchase, defeasance or other acquisition
or retirement for value of indebtedness of MSAF or any of its
subsidiaries that is not owed to MSAF or any of its subsidiaries other
than in accordance with the notes and the indenture; except that MSAF
or any of its affiliates may repurchase, defease or otherwise acquire
or retire any of the notes other than from available collections so
long as any new notes of MSAF issued in connection with such
transaction rank pari passu with the notes being repurchased,
defeased, acquired or

116

retired; provided further that the controlling trustees shall
determine that such action does not materially adversely affect the
noteholders and shall have obtained confirmation in advance that such
action will not result in the lowering or withdrawal of any rating
assigned by any rating agency to any of the MSAF notes; or

(4) make any investments (other than permitted account investments,
investments permitted under the "Limitation on Engaging in Business
Activities" covenant, allowed restructurings and investments in any
subsidiaries that own additional aircraft).

The term "investment" for purposes of the above covenant means any loan or
advance to a person or entity, any purchase or other acquisition of any
beneficial interest, capital stock, warrants, rights, options, obligations or
other securities of such person or entity, any capital contribution to such
person or entity or any other investment in such person or entity. The term
"investment" shall not include any obligation of a purchaser of an aircraft to
make deferred or installment payments pursuant to any aircraft agreement
specified in clauses (c) or (e) of the second paragraph under "Limitations on
Aircraft Sales" below so long as MSAF retains a security interest in the
relevant aircraft until all such obligations are discharged.

Limitation on Dividends and Other Payment Restrictions. MSAF will not, and
will not permit any of its subsidiaries to, create or otherwise suffer to exist
any consensual encumbrance or restriction of any kind on the ability of any
subsidiary to:

(1) declare or pay dividends or make any other distributions permitted by
applicable law, or purchase, redeem or otherwise acquire for value,
any beneficial interest in MSAF or the stock of any such subsidiary,
as the case may be;

(2) pay any indebtedness owed to MSAF or such subsidiary;

(3) make loans or advances to MSAF or such subsidiary; or

(4) transfer any of its property or assets to MSAF or any other subsidiary
thereof.

The foregoing restrictions shall not apply to any consensual encumbrances
or other restrictions:

(1) existing on March 3, 1998, with respect to the initial 32 aircraft and
one engine, or, with respect to additional aircraft, on the date such
aircraft is acquired, under any related document, including any
amendments, extensions, refinancings, renewals or replacements of such
documents so long as the consensual encumbrances and restrictions in
any such amendments, extensions, refinancings, renewals or
replacements are no less favorable in any material respect to the
holders of the MSAF notes than those previously in effect and being
amended, extended, refinanced, renewed or replaced; or

(2) in the case of clause (4) above:

(a) that restrict in a customary manner the subletting, assignment or
transfer of any property or asset that is a lease, license,
conveyance or contract or similar property or asset; or

(b) existing by virtue of any transfer of, agreement to transfer,
option or right with respect to, or consensual encumbrance on,
any property or assets of MSAF or any subsidiary not otherwise
prohibited by the indenture. This covenant shall not prevent MSAF
or any subsidiary from creating, incurring, assuming or suffering
to exist any encumbrances not otherwise prohibited under the
indenture.

Limitation on Engaging in Business Activities. MSAF will not, and will not
permit any subsidiary to, engage in any business or activity other than:

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(1) purchasing or otherwise acquiring aircraft assets (subject to the
limitations set forth in the "Limitation on Aircraft Acquisitions"
covenant);

(2) owning, holding, converting, maintaining, modifying, managing,
operating, leasing, re-leasing and, subject to the limitations set
forth in the "Limitations on Aircraft Sales" covenant, selling or
otherwise disposing of the aircraft;

(3) entering into all contracts and engaging in all related activities
incidental thereto, including from time to time accepting, exchanging,
holding or permitting any of its subsidiaries to accept, exchange or
hold promissory notes, contingent payment obligations or equity
interests, of lessees or their affiliates issued in connection with
the bankruptcy, reorganization or other similar process, or in
settlement of delinquent obligations or obligations anticipated to be
delinquent, of such lessees or their respective affiliates in the
ordinary course of business;

(4) providing loans to, and guaranteeing or otherwise supporting the
obligations and liabilities of, MSAF's subsidiaries or any future MSAF
group entity, in each case on such terms and in such manner as the
controlling trustees see fit and (whether or not such member of MSAF
group derives a benefit therefrom) so long as such loans, guarantees
or other supports are provided in connection with the purposes set
forth in clauses (1)-(3) of this covenant and that written
notification is made to each rating agency of such loan, guarantee or
other support;

(5) financing or refinancing the business activities described in clauses
(1)-(3) of this covenant through the offer, sale and issuance of any
securities of MSAF, upon such terms and conditions as the controlling
trustees see fit, for cash or in payment or in partial payment for any
property purchased or otherwise acquired by MSAF group or any future
MSAF group entity;

(6) engaging in currency and interest rate exchange transactions for the
purposes of avoiding, reducing, minimizing, hedging against or
otherwise managing the risk of any loss, cost, expense or liability
arising, or which may arise, directly or indirectly, from any change
or changes in any interest rate or currency exchange rate or in the
price or value of any of the property or assets of MSAF or any of its
subsidiaries within limits determined by the controlling trustees from
time to time and submitted to the rating agencies, including but not
limited to dealings, whether involving purchases, sales or otherwise,
in foreign currency, spot and forward interest rate exchange
contracts, forward interest rate agreements, caps, floors and collars,
futures, options, swaps, and any other currency, interest rate and
other similar hedging arrangements and other similar instruments;

(7) establishing, promoting and aiding in promoting, constituting, forming
or organizing companies, trusts, syndicates, partnerships or other
entities of all kinds in any part of the world for the purposes set
forth in clauses (1)-(3) above so long as written notification is made
to each rating agency that such company, trust, syndicate or
partnership is set up in compliance with the indenture;

(8) acquiring, holding and disposing of shares, securities and other
interests in any such entity or partnership referred to in clause (7)
of this covenant;

(9) disposing of shares, securities and other interests in, or causing the
dissolution of, any existing subsidiary so long as any disposition
which results in the disposition of an aircraft meets the requirements
set forth under the "Limitation on Aircraft Sales" covenant; and

(10) taking out, acquiring, surrendering and assigning policies of
insurance and assurances with any insurance company or companies which
MSAF or any of its subsidiaries may think fit and to pay the premiums
thereon.

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Limitation on Indebtedness. MSAF will not, and will not permit any of its
subsidiaries to, incur, create, issue, assume, guarantee or otherwise become
liable for or with respect to, or become responsible for, the payment of,
contingently or otherwise, whether present or future, indebtedness, except as
described below.

For the purposes of the indenture, "indebtedness" means, with respect to
any person at any date of determination without duplication:

(1) all indebtedness of such person for borrowed money;

(2) all obligations of such person evidenced by bonds, debentures, notes
or other similar instruments;

(3) all obligations of such person in respect of letters of credit or
other similar instruments including reimbursement obligations with
respect thereto;

(4) all obligations of such person to pay the deferred and unpaid purchase
price of property or services, which purchase price is due more than
six months after the date of purchasing such property or service or
taking delivery and title thereto or the completion of such services,
and payment deferrals arranged primarily as a method of raising
finance or financing the acquisition of such property or service;

(5) all obligations of such person under a lease of (or other agreement
conveying the right to use) any property, whether real, personal or
mixed, that is required to be classified and accounted for as a
capital lease obligation under generally accepted accounting
principles in the United States ("U.S. GAAP");

(6) all indebtedness (as defined in clauses (1) through (5) of this
paragraph) of other persons secured by a lien on any asset of such
person, whether or not such indebtedness is assumed by such person;
and

(7) all indebtedness as defined in clauses (1) through (5) of this
paragraph of other persons guaranteed by such person.

However, the above restriction does not apply to:

(1) indebtedness under the notes issued on March 3, 1998.

(2) indebtedness under any refinancing notes or other indebtedness issued
in connection with the repurchase, acquisition, defeasance or
retirement for value of notes so long as:

(a) such refinancing notes or other indebtedness receive ratings from
the rating agencies at the close of such refinancing or issuance
equal to or higher than those of the subclass being refinanced or
repurchased (determined at the date of incurrence);

(b) taking into account such refinancing or repurchase for value,
MSAF receives confirmation prior to such refinancing from the
rating agencies that such transaction will not result in the
lowering or withdrawal of any rating assigned by any rating
agency to any MSAF notes outstanding at such time; and

(c) the net proceeds of any such refinancing or issuance shall be
used only to repay the outstanding principal balance of the
subclass of the notes being so refinanced or repurchased, (plus
any redemption premium and transaction expenses relating
thereto).

(3) indebtedness under guarantees by MSAF or any subsidiary of any other
member of MSAF group other than guarantees described in clause (5)
below so long as no such indebtedness in respect of any member of MSAF
group other than MSAF or any subsidiary of MSAF shall be incurred if
it would materially adversely affect the noteholders.

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(4) indebtedness in respect of any additional notes incurred in connection
with a permitted additional aircraft acquisition so long as:

(a) taking into account the incurrence of such indebtedness, MSAF
receives prior confirmation that the incurrence of such
indebtedness will not result in the lowering or withdrawal of any
rating assigned by any rating agency to any of the notes
outstanding at such time;

(b) the net proceeds of such indebtedness shall be used only to
finance the permitted additional aircraft acquisition; and

(c) taking into account the incurrence of such indebtedness, MSAF
receives prior confirmation that the incurrence of such
indebtedness will not result in the lowering or withdrawal of the
rating assigned by each rating agency on the closing date of the
offering to the notes outstanding at such time.

(5) indebtedness in respect of guarantees by MSAF or any subsidiary of
indebtedness incurred by any future MSAF group entity other than a
subsidiary of MSAF in connection with a permitted additional aircraft
acquisition so long as:

(a) such future MSAF group entity shall have guaranteed the notes;

(b) the indebtedness being guaranteed would be permitted pursuant to
clause (2) or (4) above if such indebtedness were incurred
directly by MSAF or any subsidiary in connection with such
permitted additional aircraft acquisition; and

(c) the indebtedness being guaranteed was issued by such future MSAF
group entity under an indenture, the terms of which including the
covenants and other obligations of such future MSAF group entity
thereunder, are substantially similar to those of the indenture.

(6) indebtedness to aircraft sellers pursuant to aircraft acquisition or
similar agreements.

(7) indebtedness under intercompany loans or any agreement between MSAF or
any of its subsidiaries and any other members of MSAF group. Any
indebtedness owed by any member of MSAF group to MSAF shall be
evidenced by promissory notes and written notification shall be given
to each rating agency of the incurrence of such indebtedness.

(8) indebtedness of MSAF group under any credit or liquidity enhancement
facility provided in favor of MSAF group.

As used in the indenture, guarantee means any obligation, contingent or
otherwise, of any person directly or indirectly guaranteeing any indebtedness or
other obligation of any other person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
person:

(1) to purchase or pay or advance or supply funds for the purchase or
payment of such indebtedness or other obligation of any other person,
or

(2) entered into for purposes of assuring in any other manner the obligee
of such indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof in whole or in
part.

The term guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. The term guarantee when used as a verb has a
corresponding meaning.

Limitation on Aircraft Sales. MSAF will not, and will not permit any of its
subsidiaries to, sell, transfer or otherwise dispose of any aircraft or any
interest therein, except as described below.

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MSAF and any of its subsidiaries will be permitted to sell, transfer or
otherwise dispose of, directly or indirectly:

(1) any engines or parts owned on March 3, 1998, or, in the case of
additional aircraft, any engines or parts owned on the date such
aircraft is acquired; or

(2) one or more aircraft or an interest in aircraft:

(a) under a purchase option or other agreements of a similar
character existing on the relevant closing date;

(b) within or among MSAF and its subsidiaries without limitation, and
among MSAF or any of its subsidiaries and any other member of
MSAF group if such sale, transfer or disposition, as the case may
be, would not materially adversely affect the noteholders and
written notification shall be given to each rating agency of such
sale, transfer or disposition;

(c) under any aircraft agreement as long as such sale does not result
in a concentration default, and the net present value of the cash
net sale proceeds is not less than the note target price;

(d) pursuant to receipt of insurance proceeds in connection with an
event of loss; or

(e) under an aircraft agreement and, in any one calendar year, not
exceeding 10% of the adjusted portfolio value as determined by
the most recent appraisal obtained for such calendar year so long
as:

(1) the controlling trustees unanimously confirm that each such
sale does not materially adversely affect MSAF and the
noteholders; and

(2) such sale does not result in a concentration default.

For the purpose of this covenant, the net present value of the cash net
sale proceeds of any sale, transfer or other disposition of any aircraft shall
mean the present value of all payments received or to be received by MSAF group
from the date of execution or option granting date, as the case may be, of the
relevant aircraft agreement through and including the date of transfer of title
to such aircraft, discounted back to the date of execution or option granting
date, as the case may be, of such aircraft agreement at the weighted average
cost of funds of MSAF group (based on the cost of funds represented by the notes
on the payment date immediately preceding such date and taking into account any
swap agreements).

The note target price of an aircraft means 103% of the aggregate
outstanding principal balance of the MSAF notes, together with any accrued but
unpaid interest thereon and any related swap breakage costs, allocable to such
aircraft on the date of the sale agreement or purchase option date, as the case
may be. On any date, the outstanding principal balance of MSAF notes allocable
to an aircraft will be calculated as follows:

Allocable Outstanding Principal Balance = OPB x ABV
------
APV
where:

ABV = the Adjusted Value of the aircraft,

APV = the Adjusted Portfolio Value and

OPB = the aggregate outstanding principal balance of all notes
of MSAF on the most recent payment date.

121

Aircraft agreement means any lease, sub-lease, conditional sale agreement,
finance lease, hire purchase agreement or other agreement (other than an
agreement relating to maintenance, modification or repairs) or any purchase
option granted to a person other than MSAF or its subsidiaries or any other
member of MSAF group to purchase an aircraft pursuant to a purchase option
agreement, in each case where a person acquires or is entitled to acquire legal
title, or the economic benefits of ownership of, such aircraft.

Net sale proceeds means the aggregate amount of cash received or to be
received from time to time (whether as initial or deferred consideration) by or
on behalf of the seller in connection with the transaction after deducting
(without duplication):

(1) reasonable and customary brokers' commissions and other similar fees
and commissions (including fees received by the servicer under the
servicing agreement); and

(2) the amount of taxes payable in connection with or as a result of such
transaction, in each case to the extent, but only to the extent, that
the amounts so deducted are, at the time of receipt of such cash,
actually paid to a person that is not an affiliate of the seller and
are properly attributable to such transaction or to the asset that is
the subject thereof.

Concentration default means an event of default under "-- Operating
Covenants -- Concentration Limits," as such covenant may be adjusted from time
to time upon approval by the rating agencies, which would arise if effect were
given to any sale, transfer or other disposition or any purchase or other
acquisition as of the date of the binding sale or purchase agreement even if the
sale, transfer or other disposition or purchase or other acquisition is
scheduled or expected to occur after the date of the binding agreement.

Limitation on Aircraft Acquisitions. MSAF will not, and will not permit any
of its subsidiaries, to purchase or otherwise acquire any aircraft except as
described below.

MSAF and any of its subsidiaries will be permitted to:

(1) purchase or otherwise acquire, directly or indirectly, additional
aircraft so long as:

(a) no event of default shall have occurred and be continuing;

(b) all Scheduled Principal Payment Amounts on the notes have been
paid;

(d) after giving effect to such acquisition:

o no more than 90% of the portfolio by appraised base value
consists of Stage 3 narrowbody aircraft and regional jets,

o no more than 50% of the portfolio by appraised base value
consists of Stage 3 widebody aircraft, and

o no more than 15% of the portfolio by appraised base value
consists of Stage 2 aircraft and turboprop aircraft,

unless the controlling trustees obtain advance confirmation that
such action will not result in the lowering or withdrawal of any
rating assigned by any rating agency to any of the MSAF notes
outstanding at such time; or

(2) act as sponsor of a future MSAF group entity other than a subsidiary
of MSAF that would fund an acquisition of aircraft assets with
indebtedness guaranteed by MSAF pursuant to the "Limitation on

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Indebtedness" covenant as described above; so long as, if such
acquisition of aircraft assets had been consummated indirectly by
MSAF, such acquisition would have been permitted pursuant to the
preceding clause (1).

A permitted additional aircraft acquisition means a transaction described
in clause (1) or (2) above.

Limitation on Modification Payments and Capital Expenditures. MSAF will
not, and will not permit any of its subsidiaries to, make any capital
expenditures for the purpose of effecting any optional improvement or
modification of any aircraft, or for the optional conversion of any aircraft
from a passenger aircraft to a freighter or mixed-use aircraft, for the purpose
of purchasing or otherwise acquiring any engines or parts outside of the
ordinary course of business except as described below.

MSAF may, and may permit any of its subsidiaries to, make modification
payments if:

(1) each modification payment, together with all other modification
payments made after March 3, 1998 with respect to any single aircraft,
do not exceed the aggregate amount of funds that would be necessary to
perform heavy maintenance as described in the applicable servicing
agreement on such aircraft, including the airframe and the engines;

(2) such modification payment is included in the annual operating budget
of the MSAF group and approved by the controlling trustees;

(3) the amount of funds necessary to make such modification payment shall
have been accrued in advance as a permitted accrual in the expense
account through transfers into the expense account pursuant to the
indenture or is otherwise allowed to be paid under permitted
indebtedness; and

(4) the aggregate amount of all modification payments made by members of
MSAF group, taken as a whole, pursuant to this covenant after March 3,
1998, including the modification payment in question, shall not exceed
5% of the aggregate initial appraised value of all aircraft acquired
by MSAF group.

Limitation on Consolidation, Merger and Transfer of Assets. MSAF will not,
and will not permit any subsidiary to, consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of its property and assets
(as an entirety or substantially as an entirety in one transaction or in a
series of related transactions) to, any other person, or permit any other person
to merge with or into MSAF or any subsidiary, unless:

(1) the resulting entity is a special purpose entity, the constituent
document of which is substantially similar to MSAF's amended and
restated trust agreement or the equivalent charter document of such
subsidiary, as the case may be, and, after such consolidation, merger,
sale, conveyance, transfer, lease or other disposition, payments from
such resulting entity to the holders of the notes do not give rise to
any withholding tax payments less favorable to the holders of the
notes than the amount of any withholding tax payments which would have
been required had such event not occurred;

(2) in the case of consolidation, merger or transfer by MSAF, the
surviving successor or transferee entity shall expressly assume all of
the obligations of MSAF in the indenture, the notes and each other
related document;

(3) the controlling trustees shall have obtained advance confirmation that
such action or event will not result in the lowering or withdrawal of
any rating assigned by any rating agency to any of the notes;

(4) immediately after giving effect to such transaction, no event of
default shall have occurred and be continuing; and

(5) MSAF delivers to the trustee an officers' certificate and an opinion
of counsel, in each case stating that such consolidation, merger or
transfer and such supplemental indenture comply with the above
criteria

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and, if applicable, the "Limitation on Aircraft Sales" covenant and
that all conditions precedent provided for in the indenture relating
to such transaction have been complied with.

This covenant shall not apply to any such consolidation, merger, sale,
conveyance, transfer, lease or disposition:

(1) within and among MSAF and any of its subsidiaries and among MSAF group
if such consolidation, merger, sale, conveyance, transfer, lease or
disposition, as the case may be, would not materially adversely affect
the holders of the notes and written notification is made to each
rating agency;

(2) complying with the terms of the "Limitation on Aircraft Sales"
covenant; or

(3) effected as part of a single transaction providing for the redemption
or defeasance of the MSAF notes in accordance with the terms thereof
as described under "-- Payment of Principal and Interest --
Redemption" or "-- Payment of Principal and Interest -- Defeasance",
respectively.

Limitation on Transactions with Affiliates. MSAF will not, and will not
permit any subsidiary to, directly or indirectly, enter into, renew or extend
any transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any
affiliate of MSAF or any subsidiary, except upon fair and reasonable terms no
less favorable to MSAF or such subsidiary than could be obtained, at the time of
such transaction or at the time of the execution of the relevant agreement, in a
comparable arm's-length transaction with a person that is not such an affiliate.

The foregoing limitation shall not apply to:

(1) any transaction in connection with the establishment of MSAF group,
its acquisition of the initial 32 aircraft and one spare engine, any
substitute aircraft or pursuant to the terms of the related documents;

(2) any transaction within and among MSAF or any of its subsidiaries and
any other member of MSAF group, except that no such transaction, other
than between MSAF and any of its subsidiaries, shall be consummated if
it would materially adversely affect the holders of the MSAF notes;

(3) the payment of reasonable and customary fees to, and the provision of
reasonable and customary liability insurance in respect of, the
controlling trustees;

(4) any payments on the beneficial interest in accordance with the
indenture and under "-- Payment of Principal and Interest -- Priority
of Payments";

(5) any permitted additional aircraft acquisition or any transaction
complying with the "Limitation on Aircraft Sales" covenant;

(6) any payments of the types referred to in clauses (1) or (2) of the
"Limitation on Restricted Payments" covenant and not prohibited
thereunder;

(7) entering into any transaction effected as part of a single transaction
providing for the redemption or defeasance of the MSAF notes, in
accordance with the terms thereof as described under "-- Payment of
Principal and Interest -- Redemption" or "-- Payment of Principal and
Interest -- Defeasance", respectively;

(8) entering into an interest rate swap or option on an interest rate swap
or other instrument used for the management of interest rate risk with
MSDW or any of its affiliates; or

(9) the tax indemnification agreement between MSAF and MSDW.

Limitation on the Issuance, Delivery and Sale of Capital Stock. MSAF will
not:

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(1) issue, deliver or sell any shares, interests, participations or other
equivalents (however designated, whether voting or non-voting, other
than beneficial interests, shares, participations or other equivalents
existing on March 3, 1998) in equity; or

(2) sell, or permit any subsidiary, directly or indirectly, to issue,
deliver or sell, any interests, shares, participations or other
equivalents (however designated, whether voting or non-voting, other
than such shares, interests, participations or other equivalents
existing on March 3, 1998) in equity except:

(a) issuances or sales of further beneficial interests in MSAF having
economic terms that are no less favorable to the noteholders than
those of the beneficial interest existing on March 3, 1998;

(b) issuances or sales of shares of stock of foreign subsidiaries of
MSAF to nationals in the jurisdiction of incorporation or
organization of such subsidiary, as the case may be, to the
extent required by applicable law or necessary in the
determination of the controlling trustees to avoid an adverse tax
consequence in any such jurisdiction;

(d) the sale, delivery or transfer of any stock of any member of the
MSAF group as part of a single transaction providing for the
redemption or defeasance of the MSAF notes, in accordance with
the terms set forth under "-- Payment of Principal and Interest
-- Redemption" or "-- Payment of Principal and Interest --
Defeasance", respectively;

(e) the sale of any stock of any subsidiary in connection with any
sale of aircraft in compliance with the terms of the "Limitation
on Aircraft Sales" covenant; and

(f) the sale, delivery, transfer or pledge of beneficial interests or
stock of any MSAF group member to or for the benefit of any other
MSAF group member.

Bankruptcy and Insolvency. MSAF:

(1) will promptly provide the trustee and the rating agencies with notice
of the institution of any proceeding by or against MSAF or any of its
subsidiaries, as the case may be, seeking to adjudicate any of them a
bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or
composition of their debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking an entry
of an order for relief or the appointment of a receiver, trustee or
other similar official for either or for any substantial part of their
property;

(2) will not take any action to waive, repeal, amend, vary, supplement or
otherwise modify its trust agreement that would adversely affect the
rights, privileges or preferences of any holder of the notes, as
determined by the controlling trustees; and

(3) will not, without an affirmative unanimous written resolution of the
controlling trustees and the independent trustees take any action to
waive, repeal, amend, vary, supplement or otherwise modify the
provision of the amended and restated trust agreement which requires a
unanimous resolution of the controlling trustees and the independent
trustees, or limits the actions of beneficial interest holders, with
respect to voluntary insolvency proceedings or consents to involuntary
insolvency proceedings.

In addition, under the terms of the amended and restated trust agreement
the controlling trustees and independent trustees will agree that while the
notes are outstanding they will not take any action:

(1) to cause MSAF to institute any proceeding seeking liquidation or
insolvency (or similar proceeding);

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(2) in the case of any such proceeding instituted against MSAF, to
authorize or consent to such proceedings; or

(3) to terminate MSAF's existence.

Operating Covenants

Concentration Limits. Unless the controlling trustees obtain prior written
confirmation from each of the rating agencies that no lowering or withdrawal of
the then current rating of any subclass of notes will result, MSAF will not
permit any of its subsidiaries to lease or re-lease any aircraft if entering
into such proposed lease would cause the portfolio, to exceed any of the
concentration limits set forth below. The indenture permits breaches of these
concentration limits upon any renewal, extension or restructuring of any lease.

For purposes of this restriction, the portfolio:

o excludes any aircraft then subject to an aircraft agreement and
expected to be disposed of within one year from the effective date of
such lease pursuant to clauses (c) and (e) under "-- Indenture
Covenants -- Limitation on Aircraft Sales,"

but

o includes any aircraft which MSAF group has entered into a binding
agreement to acquire and which the controlling trustees reasonably
expect to acquire within 180 days from the date of effectiveness of
such agreement.

Percentage of Most Recent
Appraised Value of
Lessee Concentration Limits Portfolio(1)
- --------------------------- -------------------------
Single Lessee rated BBB/Baa2 (or
the equivalent) or better.................... 15%
Other single Lessees............................ 10%
Five largest Lessees............................ 35%

Percentage of Most Recent
Appraised Value of
Country Concentration Limits Portfolio(1)
- ---------------------------- -------------------------
United States................................... 25%
Countries rated BBB/Baa2 (or the
equivalent) or better(2)...................... 20%
Other........................................... 15%

Percentage of Most Recent
Appraised Value of
Region Concentration Limits Portfolio(1)
- --------------------------- -------------------------
Any single Developed Market Region(3)....... 50%
Any single Emerging Market Region(3)........ 25%
Other(4).................................... 20%
Asia/Pacific................................ 55%

- ----------

(1) Percentage to be obtained by dividing the aggregate most recent appraised
values of all aircraft leased or to be leased to lessees habitually based
in the applicable country by the aggregate most recent appraised values of
all aircraft then owned by MSAF group and any future MSAF group member.

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(2) Based on the sovereign foreign currency debt rating assigned by the rating
agencies to the country in which a lessee is habitually based at the time
the relevant lease is executed.

(3) The designations of Emerging Markets and Developed Markets are as
determined and published by Morgan Stanley Capital International from time
to time based on, among other things, gross domestic product levels,
regulation of foreign ownership of assets, the regulatory environment,
exchange controls and perceived investment risk. The current designations
are as set out below:

Region Country
- ------ -------

Developed Markets
Europe.................................. Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
The Netherlands, Portugal, Spain, Sweden, the United Kingdom,
Norway and Switzerland
North America........................... Canada and the United States of America
Pacific................................. Australia, Hong Kong, Japan, New Zealand and Singapore
Emerging Markets
Asia.................................... China, India, Indonesia, South Korea, Malaysia, Pakistan, Philippines,
Sri Lanka, Taiwan and Thailand
Europe and Middle East.................. Czech Republic, Greece, Hungary, Israel, Jordan, Poland, and Turkey
Latin America........................... Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela
Other.................................... All other countries (generally those that have small or underdeveloped
capital markets, including Fiji, Iceland, Lithuania, Macau, Malta and
Mauritius)

(4) In addition no more than 10% of the most recent appraised value of the
portfolio shall be leased to lessees habitually based in countries in the
region designated as "Other" that are rated below BBB/Baa2 (or the
equivalent) and no more than 5% of the most recent appraised value of the
portfolio shall be leased to lessees habitually based in countries in the
region designated as "Other" that are in Africa.

In addition, the indenture does not permit MSAF or any subsidiary to lease
aircraft operated or to be operated by lessees domiciled in the following
jurisdictions: Burma, Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria. We
may amend this list from time to time upon the approval of the rating agencies.

In addition, the indenture requires MSAF to obtain political risk insurance
for each aircraft subject to a lease and habitually based in the following
jurisdictions: Angola, Armenia, Azerbaijan, Belarus, Benin, Bhutan, Cameroon,
Cape Verde Islands, Chad, Comoros, Congo, Equatorial Guinea, Eritrea, Ethiopia,
Grenada, Kazakhstan, Kirbati, Kyrgistan, Liberia, Moldova, Mongolia, Niger, Sao
Tome & Principe, Somalia, Turkmenistan and Uzbekistan. We may amend this list
from time to time upon the approval of the rating agencies. It is our policy to
decide on a case-by-case basis whether to voluntarily obtain political risk
insurance beyond the requirements of the indenture. We do not currently have any
political risk insurance.

Compliance with Law, Maintenance of Permits. MSAF will:

(1) comply, and cause each of its subsidiaries to comply, in all material
respects with all applicable laws;

(2) obtain, and cause each of its subsidiaries to obtain, all material
governmental including regulatory registrations, certificates,
licenses, permits and authorizations required for such person's use
and operation of the aircraft, including, without limitation, a
current certificate of airworthiness for each aircraft (issued by the
applicable aviation authority and in the appropriate category for the
nature of operations of such aircraft), except that:

(a) no certificate of airworthiness shall be required for any
aircraft:

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o during any period when such aircraft is undergoing
maintenance, modification or repair; and

o following the withdrawal or suspension by such applicable
aviation authority of certificates of airworthiness in
respect of all aircraft of the same model or period of
manufacture as such aircraft; in that case MSAF shall
comply, and cause each of its subsidiaries to comply, with
all directions of such applicable aviation authority in
connection with such withdrawal or suspension;

(b) no registration, certificates, licenses, permits or
authorizations required for the use or operation of any aircraft
need be obtained with respect to any period when such aircraft is
not being operated; and

(c) no such registrations, certificates, licenses, permits or
authorizations shall be required to be maintained for any
aircraft that is not the subject of a lease, except to the extent
required under applicable laws;

(3) not cause or knowingly permit, directly or indirectly, through any of
its subsidiaries, any lessee to operate any aircraft under any lease
in any material respect contrary to any applicable law; and

(4) not knowingly permit, directly or indirectly, through any of its
subsidiaries, any lessee not to obtain all material governmental
(including regulatory) registrations, certificates, licenses, permits
and authorizations required for such lessee's use and operation of any
aircraft under any operating lease except in the cases provided in
clauses (2)(a) and (2)(b) above.

This covenant shall not be breached by virtue of any act or omission of a
lessee or sub-lessee, or of any person which has possession of the aircraft or
any engine for the purpose of repairs, maintenance, modification or storage, or
by virtue of any requisition, seizure, or confiscation of the aircraft (other
than seizure or confiscation arising from a breach by MSAF or a subsidiary of
such covenant) so long as:

(1) no member of MSAF group consents or has consented to such third party
event; and

(2) the member of MSAF group which is the lessor or owner of such aircraft
promptly and diligently takes such commercially reasonable actions as
a leading international aircraft operating lessor or owner would
reasonably take in respect of such third party event, including,
(taking into account, among other things, the laws of the
jurisdictions in which the aircraft are located), seeking to compel
such lessee or other relevant person to remedy such third party event
or seeking to repossess the relevant aircraft or engine.

Appraisal of Portfolio. MSAF will, at least once each year and in any case
no later than October 31 of each year, deliver to the trustee appraisals of the
base value of each of the aircraft, from at least three independent appraisers
that are members of the International Society of Transport Aircraft Trading or
any similar organization. Each appraisal shall be dated within 30 days prior to
its delivery to the trustee.

Maintenance of Assets. MSAF will:

(1) in the case of each aircraft and engine that is subject to a lease,
cause directly or indirectly, through any of its subsidiaries, such
aircraft and engine to be maintained in a state of repair and
condition consistent with the reasonable commercial practice of
leading international aircraft operating lessors with respect to
similar aircraft under lease, taking into consideration, among other
things, the identity of the relevant lessee (including the credit
standing and operating experience thereof), the age and condition of
the aircraft and the jurisdiction in which such aircraft will be
operated or registered under such lease; and

(2) in the case of each aircraft that is not subject to a lease, maintain,
and cause each of its subsidiaries to maintain, such aircraft in a
state of repair and condition consistent with the reasonable
commercial practice of leading international aircraft operating
lessors with respect to aircraft not under lease. A third party event
will not cause a breach of this covenant so long as:

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(a) no member of MSAF group consents or has consented to the third
party event; and

(b) the member of MSAF group which is the lessor or owner of such
aircraft promptly and diligently takes such commercially
reasonable actions as a leading international aircraft operating
lessor would reasonably take in respect of the third party event,
including seeking to compel such lessee or other relevant person
to remedy the third party event or seeking to repossess the
relevant aircraft or engine.

Notification of Trustee and Administrative Agent. MSAF will
notify the trustee and administrative agent as soon as MSAF or any of its
subsidiaries becomes aware of any loss, theft, damage or destruction to any
aircraft or engine if the potential cost of repair or replacement of such
asset (without regard to any insurance claim related thereto) may exceed
$2,000,000.

Leases. MSAF shall adopt and has agreed to cause the servicer to use, and
will adopt and will agree to cause any additional servicer replacing the
servicer pursuant to the terms of the servicing agreement to use, the pro forma
lease agreement or agreements then used by the servicer or such additional
servicer, as the case may be, in connection with its aircraft operating leasing
services business generally, as such pro forma lease agreement or agreements may
be revised from time to time by the servicer or additional servicer as a
starting point in the negotiation of future leases.

In the case of any future lease entered into in connection with:

(1) the renewal or extension of a lease;

(2) the leasing of an aircraft to a person that is or was a lessee under a
pre-existing lease; or

(3) the leasing of an aircraft to a person that is or was a lessee under
an operating lease of an aircraft that is being managed or serviced by
the servicer or such additional servicer, as the case may be,

a form of lease substantially similar to the pre-existing lease or
operating lease may, in lieu of the pro forma lease, be used by the
servicer or such additional servicer, as a starting point in the
negotiation of such future lease with persons who are not members of the
MSAF group or any future MSAF group entity.

Opinions. MSAF will not enter into, and will not permit any of its
subsidiaries to enter into, any future lease with any person that is not a
member of MSAF group or change the jurisdiction of registration of any aircraft
that is subject to a lease, unless, upon entering into such future lease or
changing the jurisdiction or registration of such aircraft or within a
commercially reasonable period thereafter, the servicer or additional servicer,
as the case may be, obtains such legal opinions, if any, with regard to
compliance with the registration requirements of the relevant jurisdiction,
enforceability of the future lease and such other matters customary for such
transactions to the extent that receiving such legal opinions is consistent with
the reasonable commercial practice of leading international aircraft operating
lessors.

Insurance. MSAF will maintain or cause, directly or indirectly through its
subsidiaries, to be maintained with reputable and responsible insurers or with
insurers that maintain relevant reinsurance with reputable and responsible
reinsurers:

(1) airline hull insurance for each aircraft in an amount at least equal
to the note target price for such aircraft or the equivalent thereof
from time to time if such insurance is denominated in a currency other
than United States dollars;

(2) airline liability insurance for each aircraft and occurrence in an
amount at least equal to the relevant amounts set forth in the
indenture for each model of aircraft; and

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(3) airline political risk insurance for each aircraft subject to a lease
and habitually based in a jurisdiction determined in accordance with
the political risk insurance guidelines, as set forth in the indenture
and as amended from time to time with the consent of the rating
agencies, in an amount at least equal to the note target price, or the
equivalent thereof from time to time if such insurance is denominated
in a currency other than United States Dollars, for such aircraft;
except that such insurance may be subject to commercially reasonable
deductible and self-insurance arrangements, taking into account, among
other things, the creditworthiness and experience of the lessee, if
any, the type of aircraft and market practices in the aircraft
insurance industry generally. The coverage and terms (including
endorsements, deductibles and self-insurance arrangements) of any
insurance maintained with respect to any aircraft not subject to a
lease shall be substantially consistent with the commercial practices
of leading international aircraft operating lessors regarding similar
aircraft.

In determining the amount of insurance required to be maintained, MSAF may
take into account any indemnification from, or insurance provided by, any
governmental, supranational or inter-governmental authority or agency (other
than, with respect to political risk insurance, any governmental authority or
agency of any jurisdiction for which political risk insurance must be obtained),
the sovereign foreign currency debt rating of which is rated AA, or the
equivalent, by at least one of the rating agencies, against any risk with
respect to an aircraft. The amount of such indemnification or insurance when
added to the amount of insurance against such risk maintained by MSAF or which
MSAF has caused to be maintained, shall be at least equal to the amount of
insurance against such risk otherwise required by the covenant taking into
account self-insurance permitted by the covenant. Any such indemnification or
insurance provided by such government shall provide substantially similar
protection as the insurance required by the covenant. MSAF will not be required
to maintain, or to cause to be maintained, any insurance otherwise required
hereunder to the extent that such insurance is not generally available in the
relevant insurance market at commercially reasonable rates from time to time.

Indemnity. MSAF will, and will cause each of its subsidiaries to, include
in each lease between a member of MSAF group and a person who is not a member of
MSAF group an indemnity in respect of the lease in respect of any losses or
liabilities arising from the use or operation of the aircraft during the term of
such lease, subject to such exceptions, limitations and qualifications as are
consistent with the reasonable commercial practices of leading international
aircraft operating lessors.

Events of Default and Remedies

Each of the following events will be an event of default with respect to
any class of notes, except as specified below:

(1) failure to pay interest on the notes of such class or any subclass
thereof, other than step-up interest, in each case when such amount
becomes due, and such default continues for a period of five or more
business days;

(2) failure to pay principal or premium, if any, on the notes of such
class or any subclass thereof either on or prior to the applicable
final maturity date;

(3) failure to pay any amount other than interest when due and payable in
connection with any note of such class or any subclass thereof, to the
extent that there are at such time available collections therefor, and
such default continues for a period of five or more business days;

(4) failure by MSAF to comply with any of the covenants, obligations,
conditions or provisions binding on it under the indenture or the
notes (other than a payment default for which provision is made in
clause (1), (2) or (3) above), if such failure materially adversely
affects the holders of such class of notes and continues for a period
of 30 days or more after written notice thereof has been given to MSAF
by the cash manager, the administrative agent, the servicer or
additional servicer, or by holders of at least 25% of the aggregate
outstanding principal balance of the notes of the most senior class of
the notes outstanding;

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(5) a court having jurisdiction in the premises enters a decree or order
for:

(1) relief in respect of MSAF, or any subsidiary (other than a
subsidiary which owns or leases aircraft having an aggregate base
value of less than 10% of the Adjusted Portfolio Value at that
time) (a "significant subsidiary") under any applicable law
relating to bankruptcy, insolvency, receivership, winding-up,
liquidation, reorganization, examination, relief of debtors or
other similar law now or hereafter in effect;

(2) appointment of a receiver, liquidator, examiner, assignee,
custodian, trustee, sequestrator or similar official of MSAF or
any significant subsidiary; or

(3) the winding up or liquidation of the affairs of MSAF or any
significant subsidiary and, in each case, such decree or order
shall remain unstayed or such writ or other process shall not
have been stayed or dismissed within 90 days from entry thereof;

(6) MSAF or any significant subsidiary:

(a) commences a voluntary case under any applicable law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization, examination, relief of debtors or other similar
law now or hereafter in effect, or consents to the entry of an
order for relief in any voluntary case under any such law;

(b) consents to the appointment of or taking possession by a
receiver, liquidator, examiner, assignee, custodian, trustee,
sequestrator or similar official of MSAF or any significant
subsidiary or for all or substantially all of the property and
assets of MSAF or any significant subsidiary; or

(7) any judgment or order for the payment of money in excess of 5% of the
aggregate adjusted portfolio value shall be rendered against MSAF or
any subsidiary or any other member of MSAF group and either:

(a) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order; or

(b) there shall be any period of 10 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect. However, any
such judgment or order shall not be an event of default under the
indenture if and for so long as:

o the amount of such judgment or order is covered by a valid
and binding policy of insurance between the defendant and
the insurer covering payment thereof; and

o such insurer, which shall be rated at least A by A.M. Best
Company or any similar successor entity, has been notified
of, and has not disputed the claim made for payment of, the
amount of such judgment or order;

(8) the constitutional documents of MSAF cease to be in full force and
effect without replacement documents having the same terms being in
full force and effect.

The indenture provides that, within 30 days of when an event of default
occurs in respect of any class of notes, the trustee will give to the
noteholders of such class notice, transmitted by mail, of all uncured or
unwaived defaults under the indenture known to it on such date. If an event of
default other than an event of default under (5) or (6) above) with respect to
the senior class of notes shall have occurred and be continuing, the trustee for
the senior class may, and, when instructed by the holders of 25% of the
aggregate outstanding principal balance of the senior class of

131

notes, shall, give a default notice to MSAF, the administrative agent, the
trustee and the cash manager declaring the outstanding principal balance of the
notes and all accrued and unpaid interest thereon to be due and payable.

At any time after the senior trustee has declared the outstanding principal
balance of the notes to be due and payable and before the exercise of any other
remedies pursuant to the indenture, holders of a majority of the outstanding
principal balance of the senior class of notes, by written notice to MSAF, the
senior trustee and the administrative agent, may, except in the case of:

(1) a default in the deposit or distribution of any payment required to be
made on the notes of such class;

(2) a payment default on such class of notes; or

(3) a default in respect of any covenant or provision of the indenture
that cannot by the terms thereof be modified or amended without the
consent of each noteholder affected thereby,

rescind and annul such declaration and thereby annul its consequences if:

(1) there has been paid to or deposited with the senior trustee an amount
sufficient to pay all overdue installments of interest on the notes,
and the principal of and premium, if any, on the notes that would have
become due otherwise than by such declaration of acceleration;

(2) the rescission would not conflict with any judgment or decree; and

(3) all other defaults and events of default, other than nonpayment of
interest and principal on the notes that have become due solely
because of such acceleration, have been cured or waived.

If an event of default under clause (5) or (6) above occurs, the
outstanding principal balance of the notes and all accrued and unpaid interest
thereon shall automatically become due and payable without any further action by
any party.

After the occurrence and during the continuation of an event of default:

(1) the class B noteholders will not be permitted to give or direct the
giving of a default notice or to exercise any remedy in respect of
such event of default until all interest and principal on the class A
notes have been paid in full,

(2) the class C noteholders will not be permitted to give a default notice
or to exercise any remedy in respect of such event of default until
all interest and principal on the class A notes and the class B notes
have been paid in full, and

(3) the class D noteholders will not be permitted to give a default notice
or to exercise any remedy in respect of such event of default until
all interest and principal on the class A notes, the class B notes and
the class C notes have been paid in full.

The trustee shall provide each rating agency with a copy of any default
notice it receives pursuant to the indenture.

The indenture contains a provision entitling the trustee, subject to its
duty during a default to act with the required standard of care, to be
indemnified by the holders of any class of the notes before proceeding to
exercise any right or power under the indenture or the administrative agency
agreement at the request or direction of such holders. Except in limited
circumstances, no holder of the notes will have the right, other than through
the senior trustee acting in accordance with the indenture, to sue for recovery
or take any other actions to enforce the obligations of MSAF to pay any and all
amounts due and payable under the notes, and no holder of the notes will have
the right to take any steps to cause the filing for bankruptcy of MSAF. However,
such limitation does not apply

132

to a suit instituted by any holder of a note for the enforcement of payment of
principal or interest on such note on or after the respective due dates therefor
unless such holder shall have consented thereto. The senior trustee is entitled
to exercise any and all remedies available under the indenture.

The term default means the occurrence of any event which is, or after
notice or lapse of time, or both, would constitute an event of default.

Intercreditor Rights

Subject to the terms of the indenture, the senior trustee will have sole
discretion as to whether to direct the administrative agent to exercise and
enforce any and all remedies with respect to the notes. The senior trustee may
take various actions in respect of the notes, without regard to the interests of
any other creditors.

Modification and Waiver

If the trustee receives a request for its consent to an amendment,
modification or waiver under the indenture, the notes or any related document
relating to the notes, the trustee shall mail a notice of such proposed
amendment, modification or waiver to each noteholder as to whether or not to
consent to such amendment, modification or waiver.

The indenture provides that, with the consent of the holders of a majority
of the outstanding principal balance of the notes (acting as a single class),
modifications may be made to the notes or the indenture except that without the
consent of any swap provider and the holder of each outstanding note affected,
we may not make any modification of the provisions:

o setting forth the frequency or the currency of payment of, the
maturity of, or the method of calculation of the amount of any
interest, principal and premium, if any, payable in respect of any
subclass of notes;

o reducing the percentage of the aggregate outstanding principal balance
of any subclass of notes required to approve any such amendment or
waiver; or

o altering the manner or priority of payment of any subclass of notes.

Any such modification approved by the required holders of any subclass of
notes will be binding on the holders of the relevant subclass of notes and each
party to the indenture. This provision shall not prevent MSAF or any subsidiary
from amending any lease if such amendment is otherwise permitted by the
indenture. The senior trustee may also waive any event of default.

The subordination provisions contained in the indenture may not be amended
or modified without the consent of each swap provider, each provider of a credit
facility, each holder of the class of notes affected thereby and each holder of
any class of notes ranking senior to such notes.

In no event shall the provisions relating to the priority of the expenses
or swap payments in the indenture be amended or modified.

Notices to Noteholders

Except as provided below, any notice to the noteholders will be valid if
given:

(1) by publication in the Luxemburger Wort or, if such newspaper shall
cease to be published or timely publication therein shall not be
practicable, in such English language newspaper or newspapers as the
trustee shall approve having a general circulation in Europe;

133

(2) by either of (a) the information contained in such notice appearing on
the relevant page of the Reuters screen or such other medium for the
electronic display of data as may be approved by the trustee and
notified to noteholders or (b) publication in the Financial Times and
The Wall Street Journal (National Edition) or, if either newspaper
shall cease to be published or timely publication therein shall not be
practicable, in such English language newspaper or newspapers as the
trustee shall approve having a general circulation in Europe and the
United States; and

(3) until such time as any definitive notes are issued and, so long as the
notes are registered in the name of a nominee for DTC, Euroclear
and/or Clearstream, delivery of the relevant notice to DTC, Euroclear
and/or Clearstream for communication by them to noteholders.

The trustee may approve some other method of giving notice to the
noteholders if, in its opinion, the method:

(1) is reasonable, having regard to the number and identity of the
noteholders and/or to market practice then prevailing;

(2) is in the best interests of the noteholders; and

(3) will comply with the rules of the Luxembourg Stock Exchange or such
other stock exchange (if any) on which the notes are then listed.

Any such notice shall be deemed to have been given on such date as the
trustee may approve so long as notice of such method is given to the noteholders
in such manner as the trustee shall require.

Notice specifying the rate, amount or payment date in respect of any
floating rate notes, or in respect of any repayment of principal on any notes
shall, for so long as the notes are listed on the Luxembourg Stock Exchange and
so long as the rules of the Luxembourg Stock Exchange so require, be given to
the Luxembourg Stock Exchange.

However this requirement shall be satisfied until such time as any
definitive notes are issued to all noteholders and so long as the notes are held
on behalf of DTC, Clearstream and Euroclear by:

(1) delivery of the relevant notice to DTC, Clearstream and Euroclear for
communication by them to the noteholders without the need for
publication in the Luxemburger Wort; and

(2) delivery of the notice to the Luxembourg Stock Exchange and the paying
agent in Luxembourg.

Any notice specifying:

(1) an increase in the interest rate of any subclass of notes due to
step-up interest or failure by MSAF to comply with the registration
requirements for the notes; or

(2) redemption of principal of any notes,

must be published in the Luxemburger Wort or another daily newspaper of
general circulation in Luxembourg. Such notice shall be deemed to have been
given on the first day on which any of such conditions shall have been met.

Governing Law and Jurisdiction

The indenture, the notes, the administrative agency agreement and the cash
management agreement are to be governed by and construed in accordance with the
laws of the State of New York. In the indenture, the administrative agency
agreement and the cash management agreement, MSAF has submitted to the
jurisdiction of the United States Federal and New York State courts located in
The City of New York for all purposes of or in connection with the notes, the
administrative agency agreement and cash management agreement and has designated
a person in the city of New York to accept service of any process on its behalf.

134

Beneficial Interest

The nominal value of the beneficial interest in MSAF is $1.00. MSDW
Aircraft Holdings indirectly holds 100% of the beneficial interest, but MSDW
Aircraft Holdings may transfer all or a portion of the beneficial interest to a
related or unrelated person in the future. The beneficial interest will rank
junior in priority of payment to certain payments on the notes and certain other
obligations of MSAF and, to the extent held by more than one person, pari passu
among such persons. Pursuant to the subordination provisions of the indenture,
payments on the beneficial interest, other than the beneficial interest
distribution amount, as set forth in "-- Payment of Principal and Interest --
Priority of Payments", are subordinated to all payments of interest and
principal on the notes and no payments may be made on the beneficial interest
other than the beneficial interest distribution amount while the notes remain
outstanding.

When, as and if declared by the controlling trustees, a beneficial interest
distribution amount shall only be payable on any payment date occurring after
March 15, 2003 and will not exceed the lesser of:

(1) 3% of the difference, if positive, between the adjusted portfolio
value on such payment date and the outstanding principal balance of
the MSAF notes (determined prior to application of available
collections on such payment date); and

(2) 15% of available collections on such payment date after application of
payments and retentions (1) through (17) as set forth above under "--
Payment of Principal and Interest -- Priority of Payments".

The Accounts

The administrative agent, acting on behalf of the security trustee, has
established the following accounts:

(1) the collection account;

(2) the expense account;

(3) the rental account;

(4) the lessee funded account;

(5) the refinancing account; and

(6) the defeasance/redemption account.

Each of the collection account, the expense account, the rental accounts,
the lessee funded account and the aircraft purchase account has been established
at a bank having:

(1) a long-term unsecured debt rating of not less than AA, or the
equivalent, by the rating agencies; or

(2) a certificate of deposit rating of A-1+ by Standard & Poor's and P-1
by Moody's and that is acceptable to the other rating agencies.

Where required by the terms of the relevant leases, certain rental accounts
may be established at banks having ratings of less than AA, or the equivalent,
by the rating agencies, or a certificate of deposit rating of less than A-1+ by
Standard and Poor's and P-1 by Moody's. Except where local legal or regulatory
reasons do not permit, all of such accounts will be held in the names of the
security trustee, who will have sole dominion and control over the accounts,
including, among other things, the sole power to direct withdrawals from or
transfers among such accounts. Subject to certain conditions set forth in the
administrative agency agreement, the security trustee will delegate such
authority over the accounts to the administrative agent; the security trustee
will not be responsible for the acts or omissions of the administrative agent.

135

For as long as any notes remain outstanding, funds on deposit in the
accounts will be invested and reinvested by the cash manager at MSAF group's
written direction (or, following delivery to MSAF or the administrative agent of
a default notice or if any event of default described in clause (5) or (6) under
"-- Events of Default and Remedies" shall have occurred and be continuing, at
the security trustee's written direction). These investments must be permitted
account investments maturing, in the case of the collection account and expense
account, such that sufficient funds shall be available to make required payments
on the first succeeding scheduled payment date after such permitted account
investments are made. Investment and reinvestment of funds in the lessee funded
account must be made in a manner and with maturities that conform to the
requirements of the related leases or aircraft agreements. Investment earnings
on funds deposited in any account, net of losses and investment expenses, will,
if permitted by the terms of the related leases in the case of such funds in the
lessee funded account, be deposited in the collection account and treated as
collections.

Rental Accounts

The lessees will make all payments under the leases directly into the
applicable rental accounts. The administrative agent will transfer, or cause to
be transferred, all funds deposited into the rental accounts into the collection
account as collections within one business day of receipt thereof, other than
certain limited amounts, if any, required to be left on deposit for local legal
or regulatory reasons.

The Collection Account

Collections include all amounts received by MSAF group, including:

(1) rental payments;

(2) payments under any credit or liquidity enhancement facility;

(3) payments under any letter of credit, letter of comfort, letter of
guarantee or other assurance in respect of a lessee's obligations
under a lease;

(4) the cash portion of the liquidity reserve amount;

(5) amounts received in respect of claims for damages or in respect of any
breach of contract for nonpayment of any of the foregoing (including
any amounts received from any MSAF group subsidiary, whether by way of
distribution, dividend, repayment of a loan or otherwise and any
proceeds received in connection with any allowed restructuring);

(6) net proceeds of any aircraft sale or amounts received under any
aircraft agreement;

(7) proceeds of any insurance payments in respect of any aircraft or any
indemnification proceeds;

(8) certain amounts transferred from the lessee funded account to the
collection account;

(9) certain security deposits transferred from ILFC;

(10) net payments to MSAF group under any swap agreement;

(11) investment income, if any, on all amounts on deposit in the accounts
(in each case to the extent consistent with the terms of applicable
related leases); and

(12) any other amounts received by any member of the MSAF group other than
segregated funds, certain funds to be applied in connection with a
redemption, certain funds received in connection with a refinancing
and other amounts required to be paid over to any third party pursuant
to any related document.

136

Collections on deposit in the collection account will be calculated by the
administrative agent on the calculation date. The portion of the required
expense amount that has not been paid directly by the administrative agent to
expense payees will be transferred into the expense account on each payment date
and the administrative agent may, from time to time, transfer other amounts into
the expense account in respect of unanticipated expenses falling due and payable
within such interest accrual period. If funds are available on any payment date,
the administrative agent will also transfer amounts in respect of expenses and
costs that are not regular, monthly recurring expenses, including modification
payments and refinancing expenses, if any, anticipated to become due and payable
in any future interest accrual period. Amounts received for segregated security
deposits and maintenance reserves (as described below) will be transferred
directly into the lessee funded account.

The Lessee Funded Account

Certain lessee security deposits and supplemental rent payments to provide
for maintenance reserves may be required to be segregated from other MSAF group
funds in the future. Amounts we receive from lessees in respect of such security
deposits and maintenance obligations will be held in the lessee funded account.
Funds on deposit in the lessee funded account will be used to make certain
maintenance and security deposit repayment related payments (or such other
payments as may be required or permitted under the terms of the relevant leases)
or may be applied against maintenance-related payments otherwise required to be
made by the lessee during the term of the related lease and will not be used to
make payments in respect of the notes or the notes at any time, including after
the delivery of a default notice. In certain circumstances where lessees
relinquish their rights to receive certain maintenance and security deposit
payments upon the expiration of a lease, surplus funds may be credited from the
lessee funded account to the collection account.

The Expense Account

On each payment date, the administrative agent will withdraw from the funds
deposited in the collection account, in the priority of payments established for
the notes, an amount equal to the required expense amount. We will then use this
amount to pay the expenses. If the required expense amount has not been paid
directly by the administrative agent to expense payees, the required expense
amount will be deposited into the expense account. In addition, in the period
between payment dates, the administrative agent may make further withdrawals of
cash from the collection account in order to satisfy expenses due and payable
prior to the next payment date that were not previously anticipated to become so
due and payable on the previous payment date. If funds on deposit in the
collection account are less than the required expense amount on any payment
date, MSAF group will be unable to pay the required expense amount in full on
such date, which may lead to a default under one or more of the related
documents or MSAF group's various service agreements. All available collections
remaining in the collection account will be used by the administrative agent to
make payments on the notes in accordance with the priority of payments
established therefor under "-- Payment of Principal and Interest -- Priority of
Payments".

REPORTS TO NOTEHOLDERS

Monthly Reports to Noteholders

Summary

On the second business day before each payment date and any other date on
which we will distribute payments with respect to any subclass of notes, the
administrative agent will send to the trustee for further distribution to each
noteholder a monthly report relating to the payment to be made. The monthly
report will consist of two parts. The full format of each of those parts is
shown below. The first part will be called "Summary Performance to Date" and
will show (1) a comparison of our cumulative cash flow performance to the date
of the report with the Base Case as adjusted if necessary to reflect any
undelivered aircraft or aircraft sales, both in dollar amounts and as a
percentage of lease rentals and (2) an analysis of our interest coverage, debt
coverage and loan-to-value ratios in comparison with those assumed in this
prospectus under "Summary -- The Notes". The second part will be called "Cash
Report for the Month" and will show (1) a summary of account activity, (2) an
analysis of expense account and collection account activity, including a
breakdown of the priority of payments for that month, (3) payments on the notes
by

137

subclass (including a breakdown per $100,000 initial outstanding principal
balance) and (4) floating rate note information for the next interest accrual
period.

Summary Performance to Date

The Summary Performance to Date will contain the following information:

Actual Base Case Variance Actual Base Case Variance
------ --------- -------- ------ --------- --------
All amounts in U.S. dollars millions % of Lease Rentals
unless otherwise stated

CASH COLLECTIONS
Lease Rentals...................
Renegotiated Leases.............
Rental Resets...................
------------ ------------- ------------- -------- ------------ -----------
Contracted Lease Rentals
Movement in Current Arrears
Balance..........................
Less Net Stress-related Costs....
Bad debts.......................
Capitalized arrears.............
Security deposits drawn down....
AOG.............................
Other Leasing Income............
Repossession....................
------------ ------------- ------------- -------- ------------ -----------
Sub-total........................
------------ ------------- ------------- -------- ------------ -----------
Net Lease Rentals................
Interest Earned..................
Net Maintenance..................
Total Cash Collection............
============ ============= ============= ======== ============ ===========
CASH EXPENSES
Aircraft Operating Expenses......
Insurance.......................
Re-leasing and other overheads..
------------ ------------- ------------- -------- ------------ -----------
sub-total........................
------------ ------------- ------------- -------- ------------ -----------
SG&A Expenses....................
Aircraft Services Fees...........
Base Fee........................
Rent Collected Fee..............
Rent Contracted Fee.............
Incentive Fee...................
------------ ------------- ------------- -------- ------------ -----------
Sub-total........................
Other Servicer Fees..............
------------ ------------- ------------- -------- ------------ -----------
Sub-total........................
------------ ------------- ------------- -------- ------------ -----------
Total Cash Expenses..............
============ ============= ============= ======== ============ ===========

NET CASH COLLECTIONS
Total Cash Collections...........
Total Cash Expenses..............
Interest Payments................
Swap Payments....................

138

Actual Base Case Variance Actual Base Case Variance
------ --------- -------- ------ --------- --------
All amounts in U.S. dollars millions % of Lease Rentals
unless otherwise stated

Exceptional Item.................
------------ ------------- ------------- -------- ------------ -----------
TOTAL............................
============ ============= ============= ======== ============ ===========

PRINCIPAL PAYMENTS
[Each subclass of notes]
------------ ------------- ------------- -------- ------------ -----------
Total
============ ============= ============= ======== ============ ===========
Debt Balances
------------ -------------
[Each subclass of notes]
============ =============

Coverage Ratios Closing Base Case Actual
- --------------- ------- --------- ------

Interest Coverage Ratio..........
[Each class of notes]............
Debt Coverage Ratio..............
[Each class of notes]............
Loan-to-Value Ratios.............
Assumed Portfolio Value..........
Adjusted Portfolio Value.........
Liquidity Reserve Amount.........
Of which -- Cash.................
-- Letters of Credit held..
Sub-total........................
Less Lessee Security Deposits....
Less Accrued Expenses............
Subtotal.........................
Total Asset Value................

Note Balances....................
[Each class of notes]............
Total............................

Although we are not required under our indenture to provide the information
contained in the "Summary Performance to Date" section of our monthly report, we
believe that this additional information is beneficial to noteholders and we
intend to provide it to them voluntarily each month. If we find that noteholders
do not find this information useful or would prefer a different format, we
reserve the right to vary the format of this section, to include additional
information or to omit it from the monthly report at any time.

Cash Report for the Month

The Cash Report for the Month will contain the following information:

1. Account Activity Summary between Calculation Dates

Prior Balance on
Balance Deposits Withdrawals Calculation Date
------- -------- ----------- ----------------

Expense Account........................
Collection Account.....................
Aircraft Purchase Account..............

139

Prior Balance on
Balance Deposits Withdrawals Calculation Date
------- -------- ----------- ----------------

Liquidity Reserve cash balance.........
------- -------- ----------- ----------------
Total.................................
======= ======== =========== ================

2. Analysis of Expense Account Activity

Opening Balance on Previous Calculation Date......................
Transfer from Collection Account on previous Payment Date.........
Permitted Aircraft Accrual........................................
Interim Transfer from Collection Account..........................
Interest Income...................................................
Balance on current Calculation Date...............................
Payments on previous payment date................................
Interim payments.................................................
other............................................................
-------------
Balance on current Calculation Date...............................
=============

3. Analysis of Collection Account Activity

Opening Balance on Previous Calculation Date......................
Collections during period.........................................
lease rentals....................................................
maintenance reserves.............................................
other leasing income.............................................
interest income..................................................
interim transfer from Expense Account............................
Transfers from Aircraft Purchase Account..........................
Drawings under Credit or Liquidity Enhancement Facilities.........
Repayment of Drawings under Credit or Liquidity Enhancement
Facilities ......................................................
Transfer to Expense Account on previous Payment Date..............
Required Expense Amount..........................................
Permitted Aircraft Modifications.................................
Net Swap payments on previous Payment Date........................
Aggregate Note Payments on previous Payment Date..................
Interim Transfer to Expense Account...............................
-------------
Balance on current Calculation Date...............................
=============
Analysis of Liquidity Reserve Amount
First Collection Account Reserve..................................
Second Collection Account Reserve.................................
Morgan Stanley Facility...........................................
ILFC Facility.....................................................
Letter of Credit.................................................
Cash Security Deposits...........................................
-------------
Liquidity Reserve Amount..........................................
-------------
Minimum Liquidity Reserve Amount..................................
=============
Balance in Collection Account.....................................
Liquidity Reserve Amount..........................................
-------------

140

Available Collections............................................
=============
Analysis of Current Payment Date Distributions
(i) Required Expense Amount...................................
(ii)(a) Class A Interest but excluding Step-up....................
(b) Swap Payments other than subordinated swap payments.......
(iii(a) Repayment of Primary Eligible Credit Facilities...........
(b) First Collection Account top-up (Minimum liquidity
reserve $15m) ..........................................
(iv) Class A Minimum principal payment.........................
(v) Class B Interest..........................................
(vi) Class B Minimum principal payment.........................
(vii) Class C Interest..........................................
(viii) Class C Minimum principal payment.........................
(ix) Class D Interest..........................................
(x) Class D Minimum principal payment.........................
(xi)(a) Secondary Eligible Credit Facilities (ILFC and
Morgan Stanley Facilities) ..............................
(b) Second collection account top-up..........................
(xii) Class A Scheduled principal...............................
(xiii) Class B Scheduled principal...............................
(xiv) Class C Scheduled principal...............................
(xv) Class D Scheduled principal...............................
(xvi) Permitted accruals for Modifications......................
(xvii) Step-up interest..........................................
(xviii) Beneficial interest.......................................
(xix) Class A Supplemental principal............................
(xx) Class B Supplemental principal............................
(xxi) Class D Redemption Price..................................
(xxii) Class C Redemption Price..................................
(xxiii) Class B Redemption Price..................................
(xxiv) Class A Redemption Price..................................
(xxv) Subordinated Swap payments................................
(xxvi) all remaining amounts to holders of Beneficial
interests ...............................................
Total Payments with respect to Payment Date...............
less collection Account Top Ups (iii) (b)
and (xi) (b) above ......................................
-------------

=============

4. Payments on the Notes by Subclass

List each
subclass of notes
-----------------
(a) Floating Rate Notes
Applicable LIBOR..................................................
Applicable Margin.................................................
Applicable Interest Rate..........................................
Day Count.........................................................
Actual Number of Days.............................................
Interest Amount Payable...........................................
Step-up Interest Amount Payable...................................
-------------
Total Interest Paid...............................................
=============
Expected Final Payment Date.......................................

141

List each
subclass of notes
-----------------
Excess Amortization Date..........................................
-------------
Original Balance..................................................
Opening Outstanding Principal Balance.............................
-------------
Extended Pool Factors.............................................
Pool Factors......................................................
-------------
Extension Amount..................................................
Pool Factor Amount................................................
Surplus Amortization..............................................
-------------
Total Principal Distribution Amount...............................
=============

Redemption Amount.................................................
amount allocable to principal....................................
amount allocable to premium......................................
-------------
Closing Outstanding Principal Balance.............................
=============

(b) Fixed Rate Notes
Applicable Interest Rate..........................................
Day count.........................................................
Number of Days....................................................
Interest Amount Payable...........................................
-------------
Total Interest Paid...............................................
=============

Expected Final Payment Date.......................................
Excess Amortization Date..........................................
Opening Outstanding Principal Balance.............................
Extended Pool Factors.............................................
-------------
Pool Factors......................................................
Extended Amount...................................................
Pool Factor amount................................................
-------------
Total Principal Distribution Amount...............................
=============

Current Payment Date..............................................
Current Calculation Date..........................................
Previous Payment Date.............................................
Previous Calculation Date.........................................

5. Floating Rate Note information for next Interest Accrual Period

Start of Interest Accrual Period
End of Interest Accrual Period
Reference Date

142

Applicable LIBOR................................
Applicable Margin...............................
Applicable Interest Rate........................
Actual Pool Factor..............................

Fixed Rate Notes
Actual Pool Factor..............................

6. Payments per $ 100,000 Initial Outstanding Principal Balance of Notes

(a) Floating Rate Notes
Opening Outstanding Principal Balance...........
Total Principal Payments........................
Closing Outstanding Principal Balance...........
--------- --------- ----------
Total Interest..................................
--------- --------- ----------
Total Premium...................................
========= ========= ==========

(b) Fixed Rate Notes
Opening Outstanding Principal Balance...........
Total Principal Payments........................
Closing Outstanding Principal Balance...........
--------- ---------
Total Interest..................................
--------- ---------
Total Premium...................................
========= =========

We are required under our indenture to provide the information
contained in the "Cash Report for the Month" section of our monthly report to
noteholders.

Securities and Exchange Commission Reports

We will file each monthly report with the Commission in a Report on Form
8-K. The monthly reports for each April 15, July 15 and October 15 will be
accompanied by a statement setting forth an analysis of collection account
activity for the preceding fiscal quarter ended February 28, May 31 and August
31, respectively, together with a discussion and analysis of such activity and
of any significant developments affecting MSAF group in such quarter. Each
quarterly report will also include an updated description of the aircraft then
in the portfolio and the related lessees in substantially similar format to the
description set forth under "The Portfolio -- MSAF group Portfolio Analysis". We
will file each quarterly report with the Commission in a Report on Form 8-K. We
will also include each quarterly report in a Report on Form 10-Q. Finally, the
monthly report for each February 15 will be accompanied by a statement setting
forth an analysis of collection account activity for the preceding fiscal year
ended November 30, together with a discussion and analysis of such activity and
of any significant developments affecting MSAF group in such year. Each annual
report will also include updated information regarding the current portfolio
leases and lessees to substantially the same effect as the information set forth
under "The Portfolio". We will file each annual report with the Commission in a
Report on Form 8-K. We will also include each annual report in a Report on Form
10-K and the financial data relating to annual collection account activity in
such 10-K will be audited by Deloitte & Touche LLP.

Information for Noteholders' US Federal Tax Returns

After the end of each calendar year, the trustee will furnish to each
person who was a holder of any subclass of notes at any time during that
calendar year a statement containing the sum of the amounts determined under "4.
Payment on the Notes by Subclass" in the "Cash Report for the Month" section of
the monthly report above for that year or portion of the year for the relevant
subclass, and such other items as are readily available to the trustee that the
noteholder reasonably requests as necessary in preparing its United States
federal tax returns. So long as any

143

subclass of notes are registered in the name of DTC or its nominee, this
statement will be prepared on the basis of the information supplied to the
trustee by DTC and the DTC participants, and the trustee will deliver it to the
DTC participants to be available for forwarding by the DTC participants to the
applicable noteholders as described above.

Notices in Luxembourg and on BLOOMBERG([Registered])

Following each date on which a report described above is sent to
noteholders, the trustee will publish or cause to be published in the
Luxemburger Wort (or another daily newspaper in Luxembourg) a notice to the
effect that the information described above will be available for review at the
main office of the listing agent for the notes in Luxembourg. Notices to
noteholders regarding the notes will be given by publication in the Luxemburger
Wort. The trustee will notify the Luxembourg Stock Exchange promptly following
each payment date. In addition, promptly after each payment date, the
administrative agent intends to provide the same information to Bloomberg
Financial Markets for publication on the BLOOMBERG(R) Service. This information
can be found on BLOOMBERG([Registered]) at "[MSAF MTGE]".

Definitive Notes

If any notes are issued in the form of definitive notes, the
trustee will prepare and deliver the reports described above to each holder of
record of a definitive note in accordance with the name and period of
beneficial ownership of such holder of record appearing on the records of the
trustee. The trustee maintains the records concerning the holders of the notes.

144

BOOK-ENTRY REGISTRATION, GLOBAL CLEARANCE AND SETTLEMENT

Book-Entry Registration

Investors will own their notes either directly through The Depository Trust
Company ("DTC") in the United States or through Clearstream or Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euroclear System
("Euroclear") in Europe if they are participants in such systems, or indirectly
through organizations that are participants in such systems. Except as set forth
below, the notes will be issued in global form without interest coupons (each, a
"global note") and will be registered in the name of Cede & Co. as the nominee
for DTC. Investors will be entitled to receive a physical certificate registered
in the investor's name ("definitive notes") only in the limited circumstances
described below. Unless and until definitive notes are issued, all references in
this prospectus to actions by noteholders will refer to actions taken by DTC
upon instructions from participants whose securities are held by DTC, and all
references herein to distributions, notices, reports and statements to
noteholders will refer to distributions, notices, reports and statements,
respectively, to DTC or Cede & Co., as the registered holder of the notes, or to
DTC participants for distribution to noteholders in accordance with DTC
procedures.

Clearstream and Euroclear will hold omnibus positions on behalf of their
participants through their securities accounts on the books of Clearstream's and
Euroclear's respective depositaries which, in turn, will hold such positions in
securities accounts in such depositaries' names on the books of DTC. Citibank,
N.A. will act as depositary for Clearstream and Morgan Guaranty Trust Company of
New York will act as depositary for Euroclear.

Transfers between DTC participants will occur in the ordinary way in
accordance with DTC rules. Transfers between participating organizations whose
securities are held by Clearstream and participants in Euroclear will occur in
the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly
through DTC participants, on the one hand, and directly or indirectly through
Clearstream participants or Euroclear participants, on the other hand, will be
effected by DTC in accordance with DTC rules and on behalf of Clearstream or
Euroclear, as the case may be, by its respective depositary. However, such
cross-market transactions will require delivery of instructions to Clearstream
or Euroclear, as the case may be, by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines.
If the transaction meets its settlement requirements, Clearstream or Euroclear,
as the case may be, will deliver instructions to its respective depositary to
take action to effect final settlement on its behalf by delivering or receiving
securities in DTC, and making or receiving payment in accordance with procedures
for same-day funds settlement applicable to DTC. Clearstream participants and
Euroclear participants may not deliver instructions directly to Clearstream's
and Euroclear's depositaries.

Because of time-zone differences, credits of beneficial interests in the
notes received in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during the next business day following the DTC
settlement date on which securities settlement processing takes place. Such
credits or any transactions in such notes settled during such processing, will
be reported to the relevant Clearstream participant or Euroclear participant on
such business day. Cash received in Clearstream or Euroclear as a result of
sales of beneficial interests in the global notes by or through a Clearstream
participant or Euroclear participant to a DTC participant will be received with
value on the DTC settlement date but will be available in the relevant
Clearstream or Euroclear cash account only as of the business day following
settlement in DTC.

DTC

DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for DTC participants and to
facilitate the clearance and settlement of securities transactions between DTC
participants through electronic book-entry changes in accounts of DTC
participants, thereby eliminating the need for physical movement of
certificates. DTC participants include securities brokers and dealers (including
the initial purchaser of the notes), banks, trust companies and clearing
corporations and may in the future

145

include certain other organizations. Indirect access to the DTC systems also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a DTC participant,
either directly or indirectly.

Investors who are not DTC participants but desire to purchase, sell or
otherwise transfer ownership of, or other interests in, beneficial interests in
the notes may do so through DTC participants only. Indirect participants are
required to effect transfers through a DTC participant.

MSAF will make payments of interest, principal, and premium, if any, in
respect of the notes to DTC. These payments are the responsibility of MSAF.
Noteholders will receive all distributions of interest, principal and premium,
if any, in respect of the notes from the trustee or a paying agent, through DTC
participants and indirect participants. Disbursement of such payments to DTC
participants will be the responsibility of DTC and disbursement of such payments
to the noteholders will be the responsibility of DTC participants and indirect
participants. DTC's practice is to credit DTC participants' accounts on the
payment date in accordance with their respective holdings, as shown on DTC's
records, unless DTC has reason to believe that it will not receive payment on
such payment date. Payments by DTC participants to noteholders will be governed
by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such DTC participant. So long as the
notes are registered in the name of Cede & Co., the only noteholder will be Cede
& Co., as nominee for DTC, and such nominee will be considered the sole owner or
holder of the notes for all purposes under the indenture and the notes. While so
registered, owners of beneficial interests in the notes will be permitted to
exercise the rights of noteholders indirectly only, through DTC, DTC
participants and, if relevant, indirect participants.

Under the rules, regulations and procedures governing DTC and its
operations, DTC is required to make book-entry transfers of the notes among the
DTC participants on whose behalf it acts with respect to the notes and to
receive and transmit distributions of interest, principal and premium, if any,
in respect of the notes. DTC participants and indirect participants similarly
are required to make book-entry transfers and receive and transmit such payments
on behalf of their respective notes. DTC's procedures provide a mechanism by
which noteholders will receive payments and will be able to transfer their
interests.

DTC has advised MSAF that it will take any action permitted to be taken by
a noteholder in respect of each subclass of notes under the indenture at the
direction of the DTC participants only to whose accounts that subclass of notes
is credited. Additionally, DTC has advised MSAF that it will take such actions
with respect to any percentage of the outstanding principal amount of any
subclass of notes only at the direction of and on behalf of the DTC participants
whose customers own such outstanding principal amount. DTC may take conflicting
actions with respect to different subclasses of notes to the extent that such
actions are taken on behalf of DTC participants whose holdings include such
different subclasses of notes.

Clearstream

Distributions with respect to notes held beneficially through Clearstream
will be credited to cash accounts of Clearstream participants in accordance with
Clearstream rules and procedures, to the extent received by its depositary.
Clearstream will take any other action permitted to be taken by a noteholder
under the indenture on behalf of a Clearstream participant in accordance with
its rules and procedures only and subject to its depositary's ability to effect
such actions on its behalf through DTC.

Euroclear

Securities clearance accounts and cash accounts with Euroclear are governed
by the Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System and applicable Belgian law (collectively, the
"terms and conditions"). The terms and conditions govern transfers of securities
and cash within Euroclear, withdrawals of securities and cash from Euroclear and
receipts of payments with respect to securities in Euroclear. All securities of
a particular subclass in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
Euroclear acts under the terms and

146

conditions only on behalf of Euroclear participants and has no record of or
relationship with persons holding through Euroclear participants.

Distributions with respect to notes beneficially held through Euroclear
will be credited to the cash accounts of Euroclear participants in accordance
with the terms and conditions, to the extent received by its depositary.
Euroclear will take any other action permitted to be taken by a noteholder under
the indenture on behalf of a Euroclear participant in accordance with the terms
and conditions only subject to its depositary's ability to effect such actions
on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of notes among participants of DTC,
Clearstream and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be discontinued at any time.

Definitive Notes

The notes of any subclass may be issued in fully registered, certificated
form to individual owners of beneficial interests in the global notes of that
subclass or their nominees only if:

(1) MSAF advises the trustee in writing that DTC is no longer willing or
able to act as depositary with respect to the notes and the trustee does not
appoint a successor at MSAF's request within 90 days of DTC's notice;

(2) MSAF, at its option, elects to terminate the book-entry system through
DTC; or

(3) after the occurrence of an event of default with respect to any class
of notes, noteholders of a subclass within such class representing an aggregate
of not less than 51% of the aggregate outstanding principal amount of notes of
such subclass advise MSAF, the trustee and DTC through DTC participants in
writing that the continuation of a book-entry system through DTC (or a successor
thereto) is no longer in such noteholder's best interest.

If any of these events occurs, the trustee will notify the relevant holders
and will arrange for definitive notes to be issued in exchange for the holders'
book-entry interests.

The trustee or a paying agent will make distributions of interest,
principal and any premium on any definitive notes directly to holders of
definitive notes in whose names the definitive notes were registered at the
close of business on the last record date preceding such payment. Such
distributions will be made by check mailed to the address of such holder as it
appears on the register maintained by the registrar. A noteholder holding
definitive notes representing at least $1,000,000 of the principal balance of
any subclass of notes may apply to have distributions paid by wire transfer to
its account at a financial institution in New York, New York. The final payment
on any such definitive notes, however, will be made only upon presentation and
surrender of such definitive notes at the office or agency specified in the
notice of final distribution to noteholders.

Definitive notes will be freely transferable and exchangeable for
definitive notes of the same subclass at the office of the trustee or the
offices of the co-transfer agent and co-registrar in Luxembourg. No service
charge will be imposed for any registration of transfer or exchange, but payment
of a sum sufficient to cover any tax or other governmental charge may be
required.

You may exchange or replace a note that is mutilated, destroyed, lost or
stolen at the offices of the trustee or of the co-transfer agent and
co-registrar in Luxembourg upon presentation of the note or satisfactory
evidence of destruction, loss or theft. An indemnity satisfactory to the trustee
or co-transfer agent and co-registrar may be required at the expense of the
noteholder before a replacement note will be issued. The noteholder will have to
pay any tax or other governmental charge imposed in connection co-transfer agent
and with such exchange or replacement and any other expenses (including the fees
and expenses of the trustee and co-registrar) connected therewith.

147

CUSIP, ISIN and Common Code Numbers

The notes have been accepted for clearance through DTC, Clearstream and
Euroclear. The CUSIP numbers, International Securities Identification Numbers
(ISIN) and the Common Code Numbers (CCN) are set forth in the table below.

Subclass of Notes CUSIP ISIN CCN
----------------- --------- ------------ -----------
Subclass A-2.......... 61745WAM3 US61745WAM38 00,9188,363
Subclass A-3.......... 61745WAW1 US61745WAW10 011988814
Subclass A-4.......... 61745WAX9 US61745WAX92 011988857
Subclass A-5.......... 61745WAY7 US61745WAY75 011988873
Subclass B-1.......... 61745WAN1 US61745WAN11 00,9188,380
Subclass B-2.......... 61745WAZ4 US61745WAZ41 011988881
Subclass C-1.......... 61745WAP6 US61745WAP68 00,9188,436
Subclass C-2.......... 61745WBA8 US61745WBA80 011988903
Subclass D-1.......... 61745WAQ4 US61745WAQ42 00,9188,452

148

TAXATION

U.S. Federal Income Tax Considerations

The following discussion is the opinion of Davis Polk & Wardwell.

This discussion does not discuss all of the tax consequences that may be
relevant in light of your particular circumstances. In particular, it does not
address purchasers subject to special rules, including:

o insurance companies,

o tax-exempt entities,

o dealers in securities,

o persons who hold the notes as part of an integrated investment
(including a straddle, hedging or conversion transaction) comprised of
the notes and one or more other positions for tax purposes, and

o persons whose functional currency is not the U.S. dollar.

This discussion is based on the tax laws of the United States (including
the Internal Revenue Code of 1986, as amended, Treasury regulations, Revenue
Rulings, and judicial decisions). These laws may change, possibly with
retroactive effect.

Please consult your tax advisors with regard to the application of the U.S.
federal income tax laws to our notes, as well as any tax consequences arising
under the laws of any states, local or foreign taxing jurisdiction.

Taxation of U.S. Holders

This part of the discussion applies to you if you are a U.S. holder. For
these purposes, you are a U.S. holder if, for U.S. federal income tax purposes,
you are:

o a citizen or resident of the U.S.,

o a U.S. corporation or other entity subject to U.S. federal income
taxation as a corporation, or

o an estate or trust the income of which is subject to U.S. federal
income taxation regardless of its source.

Payments of Interest. Payments of interest on a note generally will be
includible in income by you as ordinary income at the time such payments are
accrued or received in accordance with your regular method of accounting for
U.S. federal income tax purposes.

Market Discount. If you purchased a note for less than its principal
amount, the difference will generally be treated as "market discount" for U.S.
federal income tax purposes, subject to a statutory de minimis exception of
0.25% of the principal amount, multiplied by the remaining number of remaining
whole years to maturity at the time of the purchase. Any principal payment on,
or any gain realized on the sale, exchange, retirement or other disposition of
the note, including certain dispositions that would not otherwise give rise to
tax, will be included in your gross income and characterized as ordinary income
to the extent of the market discount that has accrued on the note but that you
have not previously included in income. You may be required to defer taking a
deduction for all or a portion of the interest expense on any indebtedness you
incur or continue to purchase a note until the note matures or you dispose of
it. You must generally accrue market discount on a straight-line basis over the
remaining term of the note. However, you can make an irrevocable election to
accrue market discount on a constant yield basis. You may also elect to include
market discount in income as it accrues, regardless of whether you have elected
to accrue on a constant yield basis or not. If you make this election, the rules
described above requiring the inclusion of market

149

discount upon, and the deferral of interest expense until, a disposition will
not apply to you. If you make this election, it will apply to all debt
instruments you acquire on or after the first day of the taxable year to which
the election applies. This election may only be revoked with the consent of the
Internal Revenue Service.

Bond Premiums. If you purchased a note for greater than its principal
amount, the excess will be treated as "bond premium" for U.S. federal income tax
purposes. In general, you may elect to amortize bond premium over the remaining
term of the note using a constant yield method. The amount of bond premium
allocable to any accrual period is offset against the interest allocable to the
accrual period and any excess may be deducted, but only to the extent of your
prior inclusions on the note. Any excess that cannot be deducted is carried
forward to the next accrual period. If you elect to amortize bond premium, you
must reduce your basis in the note by the amount of bond premium that is used to
offset interest or that is deducted. An election to amortize bond premium
applies to all taxable debt instruments held at the beginning of the first
taxable year to which such election applies and any subsequently acquired debt
instruments. The election may be revoked only with the consent of the Internal
Revenue Service.

Sale, Exchange or Retirement of Notes. Except as noted below, upon the
sale, exchange or retirement of a note, you generally will recognize gain or
loss equal to the difference between the amount realized from such sale or
exchange (exclusive of any portion thereof reflecting interest accrued between
interest payment dates on the notes, which will be includible as ordinary income
in accordance with your method of accounting) and your tax basis in the note.
For these purposes, your basis in a note generally will equal your purchase
price for such note, decreased by any principal repayments. Subject to the
discussion on market discount above, if you hold your note as a capital asset,
any gain or loss will be U.S. source capital gain or loss. You should consult
your tax advisors regarding the U.S. federal income tax treatment of capital
gains (which may be taxed at lower rates than ordinary income if you are an
individual) and losses (the deductibility of which is subject to limitations).

You will not recognize gain or loss on the exchange of restricted notes for
exchange notes. You will have an adjusted basis in the exchange notes equal to
the adjusted basis of your restricted notes immediately prior to the exchange.
Your holding period for the exchange notes will include the period you held the
restricted notes prior to the exchange.

Taxation of Non-U.S. Holders

If you are not a U.S. holder, the following U.S. federal income tax
consequences will apply to you.

Payments on the notes to you will generally not be subject to U.S. federal
withholding tax, provided that:

o you do not own, actually or constructively, 10% or more of the total
combined voting power of all classes of stock entitled to vote in the
MSDW subsidiary that owns the beneficial interest,;

o you are not a controlled foreign corporation related, directly or
indirectly, to the issuer through stock ownership,

o you are not a bank receiving interest on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of
your trade or business, and

o you, or a securities clearing organization, bank or other financial
institution that holds your notes on your behalf, file a statement to
the effect that the beneficial owner of the note is not a U.S. person
and, under certain circumstances, provide certain other information.

Notwithstanding the foregoing, if interest or other income received by you
with respect to the note is effectively connected with a trade or business
conducted by you in the U.S., although you would be exempt from the withholding
tax described in the preceding paragraph, you may be subject to U.S. federal
income tax on such income in the same manner as if you were a U.S. person. In
addition, if you are a corporation, you may be subject to a

150

branch profits tax equal to 30% (or a lower treaty rate) of your effectively
connected earnings and profits for the taxable year, subject to certain
adjustments.

You will not be subject to U.S. federal income tax on gain realized on the
sale, exchange or other disposition of a note, unless

o you are an individual who is present in the U.S. for 183 days or more
in the taxable year of the disposition and certain other conditions
are met, or

o such gain is effectively connected with the conduct by you of a trade
or business in the U.S.

Information Reporting and Backup Withholding

The trustee will be required to report annually to the IRS, and to each
noteholder of record, certain information, including the noteholder's name,
address and taxpayer identification number (either the noteholder's Social
Security number or its employer identification number), the aggregate amount of
principal and interest paid and the amount of tax withheld, if any. This
obligation, however, does not apply with respect to certain U.S. noteholders,
including corporations, tax-exempt organizations, qualified pension and
profit-sharing trusts and individual retirement accounts.

In the event a U.S. noteholder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or under reports its tax liability, MSAF,
its agents or paying agents may be required to "backup" withhold a tax equal to
31 % of each payment of interest and principal on the notes. This backup
withholding is not an additional tax and may be credited against the
noteholder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS.

Under current Treasury regulations, information porting and backup
withholding will not apply to payments made by MSAF or any agent thereof to a
noteholder that is not a U.S. holder as long as:

o such noteholder provides a statement to the effect that the beneficial
owner of the note is not a U.S. person and, under certain
circumstances, provide certain other information, (this requirement
will be satisfied if you, or a securities clearing organization, bank
or other financial institution that holds your notes on your behalf,
file the statement referred to under "-- Taxation of Non-U.S.
Holders"); and

o MSAF or such agent does not have actual knowledge that the payee is a
U.S. person.

New Treasury regulations will modify the backup withholding and information
reporting procedures in certain respects for payments made after December 31,
2000. Please consult your tax advisors regarding the application of the backup
withholding and information reporting rules.

ERISA CONSIDERATIONS

ERISA and the Code impose certain requirements on employee benefit plans
and certain other retirement plans and arrangements, including individual
retirement accounts and annuities, that are subject to ERISA and/or the Code or
any entity which may be deemed to hold the assets of any such plan (all of which
are hereinafter referred to as "plans") and or persons who are fiduciaries with
respect to such plans. A person who exercises discretionary authority or control
with respect to the management or assets of a plan will be considered a
fiduciary of the plan under ERISA. In accordance with ERISA's general fiduciary
standards, before investing in a Note, a plan fiduciary should determine whether
such an investment is permitted under the governing plan instruments and is
appropriate for the plan in view of its overall investment policy and the
composition and diversification of its portfolio, taking into account the
limited liquidity of the notes. Other provisions of ERISA and the Code prohibit
certain transactions involving the assets of a plan and persons who have certain
specified relationships to the plan ("parties in interest"

151

within the meaning of ERISA or "disqualified persons" within the meaning of the
Code). By virtue of its relationship with Morgan Stanley, MSAF may be a party in
interest or a disqualified person with respect to a plan purchasing the notes.
Any Plan that proposes to purchase notes must determine that its purchase of
notes will not give rise to a direct or indirect Prohibited Transaction.

Certain statutory or administrative exemptions from the prohibited
transaction rules under ERISA and the Code may be available to a plan which is
purchasing the notes. Included among these exemptions are: Prohibited
Transaction Class Exemption ("PTCE") 84-14 (regarding transactions directed by
an independent qualified professional asset manager), PTCE 91-38 (regarding
investments by bank collective investment funds), PTCE 90-1 (regarding
investments by insurance company pooled separate accounts), PTCE 95-60
(regarding investments by insurance company general accounts) or PTCE 96-23
(regarding transactions directed by a qualified in-house asset manager).

Governmental plans and certain church plans (as defined under ERISA) are
not subject to the Prohibited Transaction rules. Such plans may, however, be
subject to federal, state or local laws or regulations which may affect their
investment in the notes. Any fiduciary of such a governmental or church plan
considering a purchase of the notes must determine the need for, and the
availability, if necessary, of any exemptive relief under any such laws or
regulations.

A plan fiduciary considering the purchase and holding of the notes should
consult with its tax and/or legal advisors regarding the consequences of such
purchase and holding. By its purchase and holding of a Note, each such purchaser
will be deemed to have represented and warranted that either (i) no plan assets
have been used to purchase such notes or (ii) one or more prohibited transaction
statutory or administrative exemptions applies such that the use of such plan
assets to purchase and hold such notes will not constitute a non-exempt
prohibited transaction.

152

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account
under the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of the new notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
resales of new notes received in exchange for restricted notes where the
restricted notes were acquired as a result of market-making activities or
other trading activities. MSAF has agreed that, starting on the expiration
date and ending on the close of business on the 180(th) day following the
expiration date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use with any resale of new notes.

MSAF will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account under
the exchange offer may be sold in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the new notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to such prevailing
market prices or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such new notes. Any broker-dealer that resells new notes that
were received by it for its own account pursuant to the exchange offer and any
broker or dealer that participates in a distribution of such new notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of new notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The letter of transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

153

LEGAL MATTERS

Certain legal matters relating to the new notes will be passed upon for
MSAF by Davis Polk & Wardwell, New York, New York, counsel for MSAF group and by
Richards, Layton & Finger, Wilmington, Delaware, special Delaware counsel for
MSAF group.

In accordance with the rules of the Luxembourg Stock Exchange, MSAF states
that there has been no material adverse change in the financial condition of
MSAF since the date of its formation on October 30, 1997.

LISTING AND GENERAL INFORMATION

We will apply to list each subclass of new notes on the Luxembourg Stock
Exchange, in accordance with its rules. In connection with the listing
application, the indenture, as well as legal notice relating to the issuance of
the notes, will be deposited prior to listing with the Chief Registrar of the
District Court of Luxembourg, where copies thereof may be obtained upon request.
Once the new notes have been listed, you may trade the notes on the Luxembourg
Stock Exchange. The old notes and the restricted notes have been listed on the
Luxembourg Stock Exchange and are eligible for trading in the PORTAL market.

Copies of the notes, the asset purchase agreements, the amended and
restated custody and loan agreement, the cash management agreement, the amended
and restated servicing agreement, the financial advisory agreement, the amended
and restated administrative agency agreement, the reference agency agreement,
the swap agreement and swap guarantees, if any, the acquisition agreements, if
any, the appraisals and the reports to noteholders referred to under "Reports to
Noteholders" will be available, free of charge, at the office of the listing
agent in Luxembourg: Banque Internationale a Luxembourg, 69, route d'Esch,
L-1470 Luxembourg.

The equity in MSAF consists of one beneficial interest with a nominal value
$1.00.

Market data and certain industry forecasts used throughout this prospectus
were obtained from publicly available information and industry publications.
Industry publications generally state that the information contained in them has
been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information is not guaranteed. Similarly, while we believe
that such information is reliable, we have not independently verified it, and
neither MSAF nor the initial purchaser makes any representation as to its
accuracy.

Various numbers and percentages set out in this prospectus have been
rounded and accordingly may not total exactly.

EXPERTS

The financial statements as of November 30, 1999 and 1998 and for the
periods ended November 30, 1999, 1998 and 1997, the Schedule of Net Assets
Acquired as of March 15, 2000 and the Schedule of Direct Revenues and Expenses
(related to 27 aircraft purchased from a subsidiary of MSDW) for the period from
August 11, 1999 to November 30, 1999 included in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and have been so included in reliance upon the report
of such firm given their authority as experts in accounting and auditing.

The schedule of direct revenues and expenses (related to 27 aircraft sold
to subsidiaries of Morgan Stanley Dean Witter & Co.) of International Lease
Finance Corporation and subsidiaries for the seven-month and ten day period from
January 1, 1999, August 10, 1999, and for the years ended December 31, 1998 and
1997 has been audited by PricewaterhouseCoopers LLP, independent auditors, and
has been so included in reliance on the report of such firm given their
authority as experts in accounting and auditing.

154

Valuations of the portfolio as of November 30, 1999 were made by five
expert aircraft appraisers: Aircraft Information Services, Inc., BK Associates,
Inc., Airclaims Limited, Morten Beyer and Agnew and Aircraft Value Analysis
Company. Valuations of the portfolio as of September 30, 2000 were made by three
expert aircraft appraisers: BK Associates, Aircraft Information Services and
Airclaims Limited. These valuations are discussed in detail elsewhere in this
prospectus, in reliance upon the authority of such firms as experts in giving
such appraisals.

155

APPENDIX 1

MSAF CASH FLOW PERFORMANCE FOR THE PERIOD FROM MARCH 15, 2000
TO OCTOBER 15, 2000.

Comparison of Actual to Date Cash Flows versus Base Case Cash Flows

March 15, 2000 to October 15, % of 2000 Lease Rentals
2000 under the Base Case
----------------------------- ------------------------
Base Base
Actual Case Variance Actual Case Variance
------- ------- -------- ------ ------ --------
(All amounts in US dollars
millions unless otherwise stated)

CASH COLLECTIONS
[1] Lease Rentals................. 142.5 142.5 (0.0) 100.0% 100.0% 0.0%
[2] -- Renegotiated Leases........ 0.0 - 0.0 0.0%
[3] -- Rental Resets.............. 0.1 - 0.1 0.1%
[4] Sum [1].. [3] Contracted Lease Rentals...... 142.6 142.5 0.1 100.1% 100.0% 0.0%
[5] Movement in Current
Arrears Balance (0.3) - (0.3) -0.2% 0.0% -0.2%
less Net Stress-related Costs.
[6] -- Bad debts.................. (1.8) -1.3%
[7] -- Security Deposits
Drawn Down.................... 0.7 0.5%
[8] Restructured Arrears.......... - 0.0%
[9] -- AOG........................ (3.6) -2.5%
[10] -- Other Leasing Income....... 7.0 4.9%
[11] -- Repossession Costs......... (0.4) -0.3%
[12] Sum [6]...[11] Sub-total..................... 1.9 (6.4) 8.3 1.3% -4.5% 5.8%
[13] [4]+[5]+[12] Net Lease Rentals............. 144.2 136.1 8.0 101.1% 95.5% 5.6%
[14] Interest Earned............... 2.4 1.4 1.0 1.7% 1.0% 0.7%
Maintenance Receipts.......... 17.3 - 17.3 12.1% 0.0% 12.1%
Maintenance Payments.......... (19.5) - (19.5) -13.6% 0.0% -13.6%
[15] Net Maintenance............... (2.1) - (2.1) -1.5% 0.0% -1.5%
[16] Sum [13]...[15] Total Cash Collections....... 144.4 137.6 6.9 101.3% 96.5% 4.8%

CASH EXPENSES
Aircraft Operating Expenses...
[17] -- Insurance.................. (0.6) -0.4%
[18] -- Re-leasing and Other
Overheads..................... (0.2) -0.2%
[19] [17] + [18] Sub-total..................... (0.8) (1.1) 0.3 -0.6% -0.8% 0.2%
SG&A Expenses
Aircraft Servicer Fees
-- Base Fee................... (1.7) (1.7) 0.0 -1.2% -1.2% 0.0%
-- Rent Collected Fee......... (1.8) (1.7) (0.0) -1.2% -1.2% 0.0%
-- Rent Contracted Fee........ (1.4) (1.4) 0.1 -1.0% -1.0% 0.0%
-- Incentive Fee.............. - - - 0.0% 0.0% 0.0%
[20] Sub-total..................... (4.9) (4.9) 0.0 -3.4% -3.4% 0.0%
Other Servicer Fees...........
Cabot......................... (0.7) (0.7) 0.0 -0.5% -0.5% 0.0%
Other Service Providers....... (1.3) (0.4) (0.8) -0.9% -0.3% -0.6%

A-1-1

[21] Sub-total..................... (1.9) (1.1) (0.8) -1.4% -0.8% -0.6%
[22] Sum [19]...[21] Total Cash Expenses........... (7.6) (7.1) (0.5) -5.3% -5.0% -0.3%
NET CASH
COLLECTIONS
[23] [16] Total Cash Collections........ 144.4 137.6 6.9 101.3% 96.5% 4.8%
[24] [22] Total Cash Expenses........... (7.6) (7.1) (0.5) -5.3% -5.0% -0.3%
[25] Drawings from Expense
Account....................... 22.1 - 22.1 15.5% 0.0% 15.5%
[26] Transfer to Expense
Account....................... (23.3) - (23.3) -16.4% 0.0% -16.4%
[27] Interest Payments............. (77.3) (72.5) (4.7) -54.2% -50.9% -3.3%
[28] Swap Payments................. (2.1) (6.1) 4.0 -1.5% -4.3% 2.8%
[29] Exceptional Items............. - - - 0.0% 0.0% 0.0%
[30] Sum [23]...[29] TOTAL......................... 56.2 51.9 4.4 39.5% 36.4% 3.1%
[31] PRINCIPAL PAYMENTS
subclass A-2.................. 12.3 11.2 1.1 8.6% 7.8% 0.8%
subclass A-3.................. - - - 0.0% 0.0% 0.0%
subclass A-4.................. - - - 0.0% 0.0% 0.0%
subclass A-5.................. 39.5 36.3 3.2 27.7% 25.4% 2.3%
subclass B-1.................. 4.0 4.0 0.0 2.8% 2.8% 0.0%
subclass B-2.................. 0.0 0.0 - 0.0% 0.0% 0.0%
subclass C-1.................. 0.5 0.5 (0.0) 0.3% 0.3% 0.0%
subclass C-2.................. - - - 0.0% 0.0% 0.0%
subclass D-1.................. - - - 0.0% 0.0% 0.0%
Total......................... 56.2 51.9 4.4 39.5% 36.4% 3.1%
Debt Balances
subclass A-2.................. 212.4 213.5 1.1
subclass A-3.................. 580.0 580.0 -
subclass A-4.................. 200.0 200.0 -
subclass A-5.................. 360.5 363.7 3.2
subclass B-1.................. 85.8 85.8 0.0
subclass B-2.................. 75.0 75.0 -
subclass C-1.................. 99.4 99.4 (0.0)
subclass C-2.................. 55.0 55.0 -
subclass D-1.................. 110.0 110.0 -
Total......................... 1,778.0 1,782.4 4.4

A-1-2

Coverage Ratios

Closing Actual 2000 Base Case
------- ------ --------------

Source of Funds
Net Cash Collections (excl.
interest and swap pymts)........ 56.2 51.9
Add Back Interest Payments...... 77.3 72.5
Add Back Swap Payments.......... 2.1 6.1
a Net Cash Collections............ 135.6 130.5
Application of Funds
b Swaps Payments.................. 2.1 6.1
c Class A Interest................ 57.5 53.2
d Class A Minimum................. 5.8 4.8
e Class B Interest................ 7.1 6.6
f Class B Minimum................. 2.9 2.9
g Class C Interest................ 7.1 7.1
h Class C Minimum................. - -
i Class D Interest................ 5.6 5.6
j Class D Minimum................. - -
k Class A Scheduled............... 0.8 0.2
l Class B Scheduled............... 1.0 1.0
m Class C Scheduled............... 0.5 0.5
n Class D Scheduled............... - -
o Permitted Aircraft Modifications - -
p Class A Supplemental............ 45.2 42.5

Total 135.6 130.5
[1] Interest Coverage Ratio
Class A......................... 2.28 2.20 =a/(b+c)
Class B......................... 1.87 1.85 =a/(b+c+d+e)
Class C......................... 1.64 1.62 =a/(b+c+d+e+f+g)
Class D......................... 1.54 1.51 =a/(b+c+d+e+f+g+h+i)
[2] Debt Coverage Ratio
Class A......................... 1.53 1.51 =a/(b+c+d+e+f+g+h+i+j+k)
Class B......................... 1.51 1.49 =a/(b+c+d+e+f+g+h+i+j+k+l)
Class C......................... 1.50 1.48 =a/(b+c+d+e+f+g+h+i+j+k+l+m)
Class D......................... 1.50 1.48 =a/(b+c+d+e+f+g+h+i+j+k+l+m+n)

Loan-to-Value Ratios
(in $mm)
2000 Base Case Actual 2000 Base Case
March 15, 2000 October 15, 2000 October 15, 2000
-------------- ---------------- ----------------

[3] Assumed Portfolio Value.......... 2,000.9 1,952.3 1,952.3
Liquidity Reserve Amount
Of which--Cash.................. 30.0 30.0 30.0
- Accrued Expenses.............. 6.0 7.0 7.0
- Security Deposits............. 7.1 19.6 19.6
Subtotal Cash................... 43.1 56.6 56.6
Letters of Credit............... 82.1 69.5 69.5
Total Liquidity Reserve......... 125.2 126.1 126.1

A-1-3

2000 Base Case Actual 2000 Base Case
March 15, 2000 October 15, 2000 October 15, 2000
-------------- ---------------- ----------------

[4] Total Asset Value 2,126.1 2,078.4 2,078.4
Note Balances
Class A......................... 1,404.7 66.1% 1,352.9 65.6% 1,357.3 65.6%
Class B......................... 164.7 73.8% 160.8 73.3% 160.7 73.3%
Class C......................... 154.4 81.1% 154.4 80.7% 154.4 80.7%
Class D......................... 110.0 86.3% 110.0 86.0% 110.0 86.0%
------- ----- ------- ----- ------- -----
[5] Total 1,834.3 1,778.0 1,782.4

- ---------
(1) Interest Coverage Ratio is equal to Net Cash Collections, before interest
and swap payments, expressed as a ratio of the swap costs and interest
payable on each subclass of Notes plus the interest and minimum principal
payments payable on each subclass of Notes that rank senior in priority of
payment to the relevant subclass of Notes.

(2) Debt Coverage Ratio is equal to Net Cash Collections before interest and
swap payments, expressed as a ratio of the interest and minimum and
scheduled principal payments payable on each subclass of notes plus the
interest and minium and scheduled principal payments payable on each
subclass of Notes that ranks equally with or senior to the relevant
subclass of Notes in the priority of payments.

(3) Assumed Portfolio Value represents the Initial Appraised Value of each
aircraft in the Portfolio multiplied by the Depreciation Factor at
Calculation date divided by the Depreciation Factor at March 15, 2000.

(4) Total Asset Value is equal to Total Portfolio Value plus Liquidity Reserve
Amount.

(5) These numbers may be subject to rounding errors.

A-1-4

Note: Report Line Name Description
- ----- ---------------- -----------
CASH COLLECTIONS
[1] Lease Rentals...................... Assumptions per the March 2000 Prospectus, the "2000 Base Case".
[2] - Renegotiated Leases.............. Loss in rental revenue caused by a lessee negotiating a reduction in
lease rental
[3] - Rental Resets.................... Loss in rental when new lease rates are lower than those assumed in the
2000 Base Case
[4] Sum [1]...[3] Contracted Lease Rentals........... Current Contracted Lease Rentals less adjustments for renegotiated
leases and rental resets
[5] Movement in Current Arrears Balance Current Contracted Lease Rentals not received as at the latest
less Net Stress related Costs...... Calculation Date, excluding Bad Debts
[6] - Bad debts........................ Rental arrears owed by lessees who have defaulted and which are deemed
irrecoverable.
[7] - Security deposits drawn down..... Amounts drawn down from Security Deposits to offset arrears or Bad
Debts
[8] - Restructured arrears............. Current arrears that have been capitalized and restructured into a note
payable.
[9] - AOG.............................. Base Case lease rental lost when an aircraft is off-lease and
non-revenue earning
[10] - Other Leasing Income............. Includes lease termination payments, rental guarantees and
late payments charges
[11] - Repossession Costs............... Legal and technical costs incurred as a result of repossessing an
aircraft
[12] Sum [6]...[11] Sub-total
[13] [4]+[5]+[12] Net Lease Rentals.................. Contracted Lease Rentals less Movement in Current Arrears Balance and
Net Stress related costs
[14] Interest Earned.................... Interest earned on monthly cash balances held in Collection and Expense
Accounts
[15] Net Maintenance.................... Maintenance Revenue Reserve received less any reimbursements
paid to lessees.
[16] Sum [13]...[15] Total Cash Collections............. Net Lease Rentals + Interest Earned + Net Maintenance
CASH EXPENSES
Aircraft Operating Expenses........ All operational costs related to the leasing of aircraft.
[17] - Insurance........................ Premium for contingent insurance policies
[18] - Re-leasing and Other Overheads... Miscellaneous re-delivery and leasing costs associated with re-leasing
events
[19] [17]+[18] Sub-total
SG&A Expenses...................... All fees paid to the Aircraft Servicer, ILFC, and to other service
providers
[20] Aircraft Servicer Fees............. Monthly and annual fees paid to Aircraft Servicer, ILFC
- Base Fee......................... Fixed amount per month per aircraft and changes only as aircraft are
acquired or sold
- Rent Collected Fee............... Amount equal to approximately 1.25% of rentals received during the
previous calendar month
- Rent Contracted Fee.............. Amount equal to 1.00% of rentals contracted in the current calendar
month
- Incentive Fee.................... Annual fee paid to the Aircraft Servicer, ILFC, for performance above
an annually agreed target
[21] Other Servicer Fees................ Fees paid to other service providers including the Administrative
Agent, Financial Advisor and Independent Trustees
[22] [19]+[21] Total Cash Expenses................ Aircraft Operating Expenses + SG&A Expenses
NET CASH COLLECTIONS
[23] [16] Total Cash Collections............. as per line 17 above
[24] [22] Total Cash Expenses................ as per line 24 above
[25] Drawings from Expense Account...... Cash drawn from Expense Account and used to pay for expenses during
the period.
[26] Transfer to Expense Account........ Cash set aside in the Expense Account to pay for future expected
expense obligations.
[27] Interest Payments.................. Interest Payments to Noteholders on all outstanding debt
[28] Swap payments...................... Net swap payments (paid) /received

[29] Sum [24]...[29] Exceptional Items.................. Cash flows that occur infrequently and are outside the normal business
activities of MSAF Group
[30] TOTAL

[31] PRINCIPAL PAYMENTS................. Principal Payments to Noteholders

A-1-5

APPENDIX 2

EXTRACT FROM CASH ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TWELVE MONTH PERIOD FROM DECEMBER 1, 1998 TO NOVEMBER 30, 1999(1)

I Background and General Information

On March 3, 1998, Morgan Stanley Aircraft Finance ("MSAF"), a
Delaware business trust, issued $1,050 million of notes in five subclasses --
Subclass A-1, Subclass A-2, Subclass B-1, Subclass C-1 and Subclass D-1 (the
"notes"). The notes were issued in connection with MSAF's agreement to acquire
33 aircraft plus a spare engine with a total appraised value at September 30,
1997 of $1,115.5 million from International Lease Finance Corporation ("ILFC").

All but one of the 33 aircraft was acquired by MSAF. The
undelivered aircraft was a B737-400 with an appraised value of $28.8 million.
Pursuant to the indenture relating to the notes (the "Indenture"), MSAF
decided not to substitute this aircraft but to distribute to the Noteholders
$27.1 million on June 15, 1998. $26 million of this amount represents that
portion of the proceeds from the offering of the notes relating to this
aircraft and $1.1 million represents swap breakage costs paid by ILFC. As a
result, the overall size of the aircraft fleet is now 32 aircraft plus a spare
engine and the appraised value of the fleet reduced from $1,115.5 million to
$1,086.7 million at September 30, 1997.

Applying the declining value assumption to the original
September 30, 1997 fleet appraisal of $1,086.7 million, the total appraised
value was assumed to be $1,026.7 million at November 15, 1999. The fleet is
appraised annually and the most recent appraisal dated June 30, 1999 valued
the portfolio at $978.1 million. See Section III -- "Other Financial Data"
below for a discussion on assumed aircraft values and annual appraisals.

As of February 1, 2000, 28 aircraft plus the engine were
on-lease with 25 lessees in 18 countries as shown in Appendix A attached. Four
aircraft were non-revenue earning of which one was subject to a lease
commencing in February, 2000 and two had signed Letters of Intent for lease to
new lessees. The fourth aircraft was available for lease.

The discussion and analysis that follows is based on the
results of MSAF and its subsidiaries as a single entity (collectively the
"MSAF group").

MSAF group is a special purpose vehicle, which owns aircraft
subject to operating leases and one financing lease. MSAF group may also make
additional aircraft acquisitions and aircraft sales. MSAF group intends to
acquire additional commercial passenger or freight aircraft from various
sellers and will finance the acquisition of such aircraft by issuing additional
notes. In August 1999, MSAF group announced that it intended to acquire a
portfolio of 29 aircraft -- see Section IV -- "Recent Developments" for more
information. Any acquisition of additional aircraft will be subject to certain
confirmations with respect to the notes from rating agencies and compliance
with certain operating covenants of MSAF set out in the Indenture.

MSAF group's cash receipts and disbursements are determined, in
part, by the overall economic condition of the operating leasing market. The
operating leasing market, in turn, is affected by various cyclical factors.
These include the level and volatility of interest rates, the availability of
credit, fuel costs and both general and regional economic conditions affecting
lessee operations and trading. Other factors to consider are manufacturer
production levels, passenger demand, retirement and obsolescence of aircraft
models, manufacturers exiting or entering the market or ceasing to produce
aircraft types or re-introduction into service of aircraft previously in
storage. In

- ---------
(1) This is an extract from a report filed on Form 8-K/A with
the Securities and Exchange Commission on February 28, 2000.

A-2-1

addition, state regulations and air traffic control infrastructure
constraints such as limitations on the number of landing slots can also impact
the operating leasing market.

MSAF group's ability to compete against other lessors is
determined, in part, by the composition of its fleet in terms of mix, relative
age and popularity of aircraft type. In addition, operating restrictions
imposed by the Indenture, and the ability of other lessors, who may possess
substantially greater financial resources, to offer leases on more favorable
terms than MSAF group, may also impact MSAF group's ability to compete against
other lessors.

For the purposes of this report, the "Twelve Month Period",
referred to in Section II -- "Comparison of Actual Cash Flows versus the Base
Case for the Twelve Month Period", shall comprise information from the monthly
cash reports dated December 15, 1998 through to November 15, 1999. The
financial data in these reports includes cash receipts from November 10, 1998
(first day of the Collection Period for the December 1998 Report) up to
November 8, 1999 (last day of the Collection Period for the November 1999
Report). It also includes payments made by MSAF group between November 17, 1998
and up to November 15, 1999 (the Note Payment Date for the November 1999
Report).

II Comparison of Actual Cash Flows versus the 1998 Base Case for the Twelve
Month Period

The February 20, 1998 Prospectus (the "Prospectus") and the
November 4, 1998 Prospectus (the "Prospectus") for the notes contain
assumptions in respect of MSAF group's future cash flows and cash expenses (the
"1998 Base Case"). For the purpose of this report, "Net Cash Collections" is
defined as Total Cash Collections less Total Cash Expenses, Interest Payments
and Swap Payments. A discussion of the annual Cash Collections, Cash Expenses,
Interest Payments and Principal Payments is given below and should be read in
conjunction with the analysis in Appendix B.

CASH COLLECTIONS

"Total Cash Collections" include Net Lease Rentals (Contracted
Lease Rentals less Net Stress-related Costs), Movement in Current Arrears
Balance, Interest Earned and Net Maintenance. In the Twelve Month Period, MSAF
group generated approximately $119.1 million in Total Cash Collections, $3.4
million less than the 1998 Base Case. This difference is due to a combination
of the factors set out below (the numbers in brackets refer to the line item
number shown in Appendix B).

[2] Renegotiated Leases

Renegotiated Leases refers to the loss in rental revenue caused
by a lessee negotiating a reduction in the lease rental. Typically, this can be
a permanent reduction over the remaining lease term in exchange for other
contractual concessions. In the Twelve Month Period, the amount of revenue loss
attributed to Renegotiated Leases was $1.4 million and relates to two
renegotiated leases. The $1.4 million loss in rental revenue is primarily due
to a 14% reduction from the 1998 Base Case rental on a B767-300ER on lease to
Air Pacific. The new rental was reset at the then prevailing market rate for
B767-300ERs in exchange for a lease extension.

[3] Rental Resets

Rental Resets is a measure of the loss in rental revenue when
new lease rates are lower than those assumed in the Base Case. In the Twelve
Month Period, six new leases were entered into with a weighted average decline
of 10.4% versus the rental assumed in the 1998 Base Case resulting in a loss of
$2.0 million in rental revenue. See Section IV -- "Recent Developments" for a
discussion of current re-leasing events.

A-2-2

Analysis of Rental Resets in Twelve Month Period

% change from % of
Aircraft Type 1998 Base Case Appraised Value*
------------- -------------- ----------------
1 A310-300............ -28.2 2.35
2 A310-300............ -28.2 2.38
3 A320-100............ -9.2 4.22
4 B737-300............ -13.1 2.57
5 A320-200............ -15.3 3.09
6 B757-200ER.......... 18.5 3.48
Weighted Average** -10.4% 18.09%

- ---------
* Appraisal as of June 30, 1999

** Average weighted by Appraised Value as of June 30, 1999.

[4] Contracted Lease Rentals

Contracted Lease Rentals represents the current contracted lease
rental rollout which equates to the 1998 Base Case Lease Rentals less
adjustments for Renegotiated Leases and Rental Resets. For the Twelve Month
Period, Contracted Lease Rentals were $123.4 million, $3.4 million less than
assumed in the 1998 Base Case. The difference is due to losses from
renegotiated leases and rental resets as discussed above.

[5] Movement in Current Arrears Balance

Current Arrears is the total contracted lease rentals
outstanding from current lessees at a given date and excludes any amounts
classified as Bad Debts. The current arrears balance at the start of the Twelve
Month Period was $3.2 million versus $3.1 million at the end, a positive
movement of $0.1 million.

Analysis of Current Arrears Balances

% of Current Current Movement
Appraised Arrears Arrears in Current
Aircraft Type Country Value* 11/15/98 11/15/99 Arrears
------------- ------- --------- -------- -------- -------
$M $M $M

1 A310-300....... Brazil 2.9 1.00 0.60 0.40
2 A321-100....... Turkey** 4.2 1.30 1.30
3 B737-300....... Brazil 2.1 0.30 1.00 (0.70)
4 B737-400....... Mexico 2.3 0.50 (0.50)
5 A321-100....... Turkey 4.2 0.60 (0.60)
6 B757-200....... Guyana** 3.5 0.50 0.50
7 B757-200....... U.K. 3.4 0.10 0.10
8 A310-300....... Oman 2.4 0.10 (0.10)
9 A320-200....... Ireland 3.2 0.30 (0.30)
---- ---- ---- ----
Total........................ 28.1 3.20 3.10 0.10
==== ==== ==== ====

- ---------
* Appraised Value as of June 30, 1999

** Lessees which subsequently defaulted in Twelve Month Period, Onur Air and
Guyana Airways.

At November 15, 1998, five lessees in arrears owed $3.2 million,
against which, MSAF group held security deposits of $2.7 million. Two of the
five lessees (Onur Air and Guyana Airways) defaulted in 1999 and the aircraft
were repossessed. Arrears amounting to $2.2 million associated with these
lessees at the time of repossession were deemed irrecoverable and re-classified
from Current Arrears to Bad Debts. See the discussion on Bad Debts below.

A-2-3

As at November 15, 1999, six lessees were in arrears, owing $3.1
million, against which MSAF group held security deposits of $2.9 million. Since
November 15, 1999 one of the 6 lessees (TAESA) has defaulted and the aircraft
has been repossessed. See Section IV -- "Recent Developments" for a discussion
of lessee defaults.

Net Stress-related Costs

Net Stress-related Costs is a combination of all the factors
which can cause actual lease rentals received to differ from the Contracted
Lease Rentals. The 1998 Base Case assumed net stress-related costs equal to
4.5% of the 1998 Base Case Lease Rentals. For the Twelve Month Period, net
stress-related costs amounted to $8.8 million (7.0% of Contracted Lease
Rentals) compared to $5.7 million assumed in the 1998 Base Case, a variance of
$3.1 million that is due to the following six factors described in items [6] to
[11] below.

[6] Bad Debts and [8] Security Deposits Drawn Down

Bad Debts are arrears owed by lessees who have defaulted and
which are deemed irrecoverable. These arrears are partially offset by the draw
down of security deposits held and amounts subsequently recovered from the
defaulted lessee.

Analysis of Bad Debts for the Twelve Month Period

Security
Bad Debts Bad Debts Deposits
Aircraft Type Lessee Country Rental Recovered Drawn Total
------------- ------ ------- ------ --------- ----- -----
$M $M $M $M

1 B757-200 Transaero........ Russia 0.2* 0.2
2 B757-200 Guyana Airways... Guyana (1.3) 1.3 0.7 0.7
3 A321-100 Onur Air......... Turkey (1.6) 1.0 0.7 0.1
4 B747-300 VARIG............ Brazil (4.0) 0.4 1.1 (3.0)
---- --- --- ----
Total ........................................... (6.9) 2.9 2.5 (2.0)
==== === === ====

- ---------
* $0.2 million was recovered from Transaero against amounts written off in
the previous period.

In the Twelve Month Period, $6.9 million was written off in
respect of lease rentals due from three former lessees, Guyana Airways, Onur
Air, and VARIG, against which MSAF group drew down security deposits totaling
$2.5 million. In the Twelve Month Period, $2.9 million was recovered and
applied to rental due from four former lessees, Transaero, Guyana Airways, Onur
Air and VARIG.

[7] Capitalized Arrears

Capitalized arrears refer to current arrears that have been
capitalized and restructured into a note payable. As a result, arrears balances
previously shown as Current Arrears are re-categorized as capitalized arrears.
In August 1999, the current arrears of Passaredo, a Brazilian carrier, equal to
$3.5 million were capitalized (with interest of $0.2 million) into a note
payable and added to the lessee's Conditional Sale Agreement loan balance. The
term of the loan balance was also extended.

[9] Aircraft on Ground ("AOG")

AOG is defined as the Base Case lease rental lost when an
aircraft is off-lease and non-revenue earning.

A-2-4

AOG Analysis

Aircraft Type Old Lessee New Lessee Lost Rentals # Days*
------------- ---------- ---------- ------------ -------
$M
1 B757-200ER Transaero..... Flying Colours 1.0 10
2 B757-200ER Guyana........ National Airlines 1.0 75
3 A321-100 Onur Air...... Air Alfa None 17
4 B747-300 VARIG......... AOG 3.2 137**
----
Total......................................... 5.2
====

- ---------
* #Days is measured from date of lease termination to commencement date of
new lease

** #Days is measured from date of lease termination to November 30, 1999. A
Letter of Intent has been signed for this aircraft. It is scheduled to be
delivered to a new lessee in February, 2000.

The impact of AOG downtime amounted to $5.2 million. This was in
respect of three former lessees; Transaero, Guyana Airways and VARIG. Although
the ex-Transaero aircraft was off-lease for only 10 days, the new lessee paid a
reduced rental until April 1999 while the aircraft underwent modification work
and this loss of rental revenue is reflected in the AOG cost. No AOG costs were
incurred when the ex-Onur Air aircraft was re-leased to Air Alfa as the
downtime was less that 1 month. The ex-Guyana aircraft was AOG for 75 days
prior to its re-lease to National Airlines. The ex-VARIG aircraft was AOG and
non-revenue earning since July 1999, but is scheduled to be delivered to its
new lessee in February, 2000.

[10] Other Leasing Income

Other leasing income consists of miscellaneous income received
in connection with a lease other than contracted rentals, maintenance receipts
and security deposits, such as early termination payments or default interest.
In the Twelve Month Period, other leasing income amounted to $2.5 million. This
consists of one payment for $0.9 million received in respect of a rental
support agreement for a lessee credit and several miscellaneous amounts of less
than $0.5 million.

[11] Repossession Costs

Repossession costs cover legal and aircraft technical costs
incurred as a result of repossessing an aircraft. In the Twelve Month Period,
repossession costs amounted to $1.1 million, of which $1.0 million related to
the repossession of a B757-200ER from Guyana Airways in April 1999. An
additional $0.1 million in costs were incurred relating to legal, inspection
and consultancy fees in respect of the repossessions from Onur Air and from
VARIG.

[13] Net Lease Rentals is Contracted Lease Rentals less any movement in Current
Arrears Balance and Net Stress- related Costs. In the Twelve Month Period, net
lease rentals amounted to $114.7 million, $6.4 million less than assumed in the
1998 Base Case. The variance was attributable to the combined effect of the six
factors outlined in items [2] and [3] and in items [6] to [11] above.

[14] Interest Earned

Interest earned relates to interest received on cash balances
held in the Collection and Expense Accounts. Cash held in the Collection
Account consists of the cash liquidity reserve amount of $25.0 million plus the
intra-month cash balances for all the rentals and maintenance payments
collected prior to the monthly payment date. The Expense Account contains cash
set aside to pay for expenses which are expected to be payable over the next 3
months. In the Twelve Month Period, interest earned amounted to $1.8 million,
$0.4 million more than assumed in the 1998 Base Case. The difference is due to
a combination of two offsetting factors. The 1998 Base Case made no assumption
as to the interest earned on the intra-month cash balances in the Collection
Account and Expense

A-2-5

Account and the average actual reinvestment rate for the Twelve Month Period
was 4.99% as compared to 5.75% assumed in the 1998 Base Case.

[15] Net Maintenance

Net maintenance refers to maintenance reserve revenue received
less any maintenance reimbursements paid to lessees. In the Twelve Month
Period, actual maintenance reserve revenue received amounted to $17.8 million
from 20 lessees and maintenance expenditure amounted to $15.2 million,
generating positive net maintenance revenue of $2.6 million. The 1998 Base Case
makes no assumptions for net maintenance as it assumes that, over time,
maintenance revenue will equal maintenance expenditure. However, it is unlikely
that in any particular Note Payment Period, maintenance revenue will exactly
equal maintenance expenses.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and
Selling, General and Administrative ("SG&A") Expenses. In the Twelve Month
Period, total cash expenses were $8.6 million, $5.4 million lower than the Base
Case, which assumed total cash expenses of $14.0 million. The difference is due
to a combination of factors discussed below.

Aircraft Operating Expenses includes all operational costs
related to the leasing of an aircraft including costs of insurance, re-leasing
and other overhead costs. In the Twelve Month Period, Aircraft Operating
Expenses amounted to $0.6 million compared to $4.4 million per the 1998 Base
Case, which assumes these costs to be 3.5% of the 1998 Base Case Lease Rentals.

[17] Insurance

Insurance costs amounted to $0.4 million relating to the annual
insurance premium for contingent coverage for the portfolio.

[18] Re-leasing and other overhead costs

Re-leasing and other overhead costs consist of miscellaneous
re-delivery and leasing costs associated with re-leasing events. In the Twelve
Month Period these costs amounted to $0.2 million.

SG&A Expenses relate to fees paid to the Aircraft Servicer
and to other service providers.

[20] Aircraft Servicer Fees

The Aircraft Servicer Fees are defined as amounts paid to the
Aircraft Servicer, ILFC, in accordance with the terms of the Servicing
Agreement. In the Twelve Month Period, the total Aircraft Servicer fee paid was
$5.7 million, $0.7 million lower than assumed in the 1998 Base Case, reflecting
lower actual rentals achieved relative to Contracted Lease Rentals.

Aircraft Servicer Fees consist of:

$M
--
Base Fee....................................... 2.9
Rent Collected Fee............................. 1.1
Rent Contracted Fee............................ 1.2
Incentive Fee 1997/98.......................... 0.5
Total Servicer Fee............................. 5.7

A-2-6

The Base Fee is a fixed amount per month per aircraft and
changes only as aircraft are acquired or sold. The Rent contracted fee is equal
to 1% of all rentals contracted. The Rent Contracted Fee is 1% of all rentals
received. The Incentive fee is 10% of all cash flow received above a targeted
amount set at the beginning of each financial year. The Incentive fee for the
year ended November 30, 1998, but paid in December 1998 was $0.5 million. No
incentive fee was paid to ILFC in December 1999 for the Twelve Month Period due
to the lower than expected revenues received.

[22] Other Fees

Other Fees relate to fees and expenses paid to other Service
providers including the Administrative Agent, Financial Advisor, legal
advisors, accountants and Independent Trustees. In the Twelve Month Period,
Other Fees amounted to $2.3 million as compared to an assumed expense of $3.2
million in the 1998 Base Case, a positive variance of $0.9 million. The
variance is due to lower than expected Administrative Agent fees and a
reduction in the level of accrued expenses. The Administrative Agent fee is
equal to 1.5% of rentals collected and was lower than assumed in the 1998 Base
Case, reflecting lower actual rentals achieved relative to Contracted Lease
Rentals.

[27] Interest Payments and [28] Swap Payments

In the Twelve Month Period, interest payments to Noteholders
amounted to $58.5 million. This is $4.7 million lower than the 1998 Base Case,
which assumed interest costs for the Twelve Month Period to be $63.2 million.
The variance reflects the faster than expected amortization of the A-2 Note,
coupled with a lower than expected level of average interest rates. The 1998
Base Case assumed LIBOR to be 5.75% whereas the average monthly LIBOR rate was
5.6%. The reduced interest costs were offset by an increase in swap payments.
MSAF paid $8.7 million in swap costs, $4.9 million more than assumed in the
1998 Base Case.

[29] Exceptional Item

Exceptional items refer to cash flows that occur infrequently
and are outside the normal business activities of MSAF. There were no
exceptional cash flows in the Twelve Month Period.

[31] Principal Payments

In the Twelve Month Period, total principal payments to
Noteholders amounted to $43.3 million, $1.8 million more than assumed in the
1998 Base Case, reflecting the application of the positive Net Cash Collections
variance of $1.8 million.

III Other Financial Data

[Intentionally omitted]

IV Recent Developments

[Intentionally omitted]

A-2-7

APPENDIX A TO APPENDIX 2

Portfolio Details

All amounts in thousands of US dollars unless otherwise stated

Figures as of February 1, 2000

30-Jun-99
Date of Adjusted
Country of Aircraft Engine Serial Manu- Base % of % of
Region (1) Current Lessee Current Lessee Type Configuration Number facture Value (2) Total Region
---------- -------------- -------------- -------- ------------- ------ ------- --------- ----- ------

1 Europe France Air Liberte MD-83 JT8D-219 49,822 Dec-88 19,454 2.0%
B737-
2 (Developed) France l'Aeropostale 300 CFM56-3C1 23,788 May-87 19,330 2.0%
CF6- 704,27
3 Netherlands KLM engine 80C2B6F 9 Jun-95 5,425 0.5%
B737-
4 Netherlands Transavia 300 CFM56-3C1 27,635 May-95 28,072 2.9%
A320-
5 Ireland TransAer 200 V2500-A1 414 May-93 31,182 3.2%
B737-
6 Norway Braathens 500 CFM56-3B1 25,165 Apr-93 19,849 2.0%
Britannia B767-
7 UK Airways 200ER CF6-80A 23,807 Aug-87 30,952 3.2%
Flying A320-
8 UK Colours(5) 200 V2500-A1 393 Feb-93 30,426 3.1%
B767- CF6-
9 UK Air2000 300ER 80C2B6F 26,256 Apr-93 64,912 6.6%
B757- RB211-535-
10 UK Flying Colours 200ER E4-37 24,367 Feb-89 32,859 3.4%
Sub-total 28.9%
Alaska B737-
11 North America USA Airlines 400 CFM56-3C1 25,104 May-93 27,099 2.8%
12 (Developed) USA TWA MD-83 JT8D-219 49,824 Mar-89 20,726 2.1%
13 USA TWA MD-82 JT8D-217C 49,825 Mar-89 18,290 1.9%
National B757- RB211-535-
14 USA Airlines 200ER E4 24,260 Dec-88 34,083 3.4%
Canadian A320-
15 Canada Airlines 200 V2500-A1 279 Feb-92 30,175 3.1%
Sub-total 13.3%
TAYMK62
16 Europe Hungary Malev F-70 0-15 11,564 Dec-95 13,991 1.5%
and Middle TAYMK62
17 East Hungary Malev F-70 0-15 11,565 Feb-96 14,603 1.5%
TAYMK62
18 (Emerging) Hungary Malev F-70 0-15 11,569 Mar-96 14,969 1.5%
Olympic B737-
19 Greece Airways 400 CFM56-3C1 25,371 Jan-92 25,729 2.6%
A321-
20 Turkey AirAlfa 100 V2530-A5 597 May-96 41,248 4.2% 11.3%
Sub-total
B767- CF6-
21 Asia Korea Asiana 300 80C2B6F 24,798 Oct-90 54,775 5.6%
A300-
22 (Emerging) Taiwan China Airlines 600R PW4158 555 Mar-90 47,140 4.8%
B737-
23 China China Hainan 300 CFM56-3C1 26,295 Dec-93 25,741 2.7%
Sub-total 13.1%

A-2-8

Latin America
B.R.A.
Transportes A310-
24 (Emerging) Brazil Aereos 300 JT9D-7R4E1 437 Nov-86 28,322 2.9%
B737-
25 Brazil VASP 300 CFM56-3B2 24,299 Nov-88 20,454 2.1%
B757-
26 Mexico Aero Mexico 200ER PW2037 26,272 Mar-94 42,545 4.3%
Sub-total 9.3%
B767-
27 Other Fiji Air Pacific 300ER CF6-80C2B4 26,260 Sep-94 67,167 6.9%
B737-
28 Iceland Iceland Air 300 CFM56-3B2 23,811 Oct-87 20,299 2.1%
B737-
29 Malta Air Malta 300 CFM56-3B2 25,161 Feb-92 25,123 2.5%
Sub-total 11.5%
AOG
Air Atlanta B747-
30 Other Iceland(6) Icelandic 300B CF6-80C2 24,106 Apr-88 54,382 5.6%
Pacific A310-
31 (Developed) Singapore(6) Regionair 300 JT9D-7R4E1 409 Nov-85 23,009 2.3%
Pacific A310-
32 (Developed) Singapore(6) Regionair 300 JT9D-7R4E1 410 Nov-85 23,276 2.4%
Available for Available for B737- 22,508 2.3% 12.6%
33 lease(7) lease 400 CFM56-3B2 24,234 Oct-88
Total ........................................................................................... 978,116 100.0% 100.0%

- ---------
(1) Regions are defined according to MSCI designations.

(2) Adjusted Base Value is the Base Value of each aircraft as per the June 30,
1999 Appraisal.

(3) Total Number of Lessees = 25.

(4) Total Number of Countries = 18.

(5) Previously Caledonian Airways, now merged with Flying Colours.

(6) Currently AOG but subject to a Letter of Intent.

(7) Subject to a Letter of Intent since February 1, 2000.

A-2-9

APPENDIX B TO APPENDIX 2

Comparison of Actual Cash Flows versus the Base Case for the Twelve Month Period

% of 1998 Lease Rentals
1998 under the Base Case
--------------------------- ---------------------------
Actual Base Case Variance Actual Base Case Variance
------ --------- -------- ------ --------- --------
(All amounts in US dollars millions unless otherwise stated)
CASH COLLECTIONS

[1] Lease Rentals................................ 26.3 126.8 -- 100.0% 100.0% 0.0%
[2] -- Renegotiated Leases....................... -- -- (1.4) (1.1)% (1.1)%
-----
[3] -- Rental Resets............................. -- -- (2.0) (1.6)% (1.6)%
----- --- ----- ----- ---
[4] Sum [1] . . . [3] Contracted Lease Rentals..................... 123.4 126.8 (3.4) 97.3% 100.0% (2.7)%
[5] Movement in Current Arrears Balance less Net
Stress-related Costs......................... (1.7) -- 0.1 0.1% 0.1%
[6] -- Bad debts................................. (4.0) -- (3.2)%
[7] -- Capitalized arrears....................... (3.5) -- (2.7)%
[8] -- Security deposits drawn down.............. 2.5 -- 1.9%
[9] -- AOG....................................... (5.2) -- (4.1)%
[10] -- Other Leasing Income...................... 2.5 -- 2.0%
[11] -- Repossession.............................. (1.1) (0.9)%
----- ----- --- ----- ----- ---
[12]
(13.5) Sum [6] . . [11] Sub-total.................................... (8.8) (5.6) (3.1) (7.0)% (4.5)% (2.5)%
[13]
[4]+[5]+[12] Net Lease Rentals............................ 114.7 121.1 (6.4) 90.4% 95.5% (5.1)%
[14] Interest Earned.............................. 1.8 1.4 0.4 1.4% 1.1% 0.3%
[15] Net Maintenance.............................. 2.6 -- 2.6 2.1% 0.0% 2.1%
----- ----- --- ----- ----- ---
[16] Sum [13] [15] Total Cash Collections....................... 119.1 122.5 (3.4) 93.9% 96.6% (2.7)%
===== ===== === ===== ===== ===
CASH EXPENSES
Aircraft Operating Expenses..................
[17] -- Insurance................................. (0.4) -- (0.3)%
[18] -- Re-leasing and other overheads............ (0.2) (0.2)%
----- ----- --- ----- ----- ---
[19] [17] + [18] Sub-total.................................... (0.6) 3.8 (0.5)% (3.5)% 3.0%
SG&A Expenses
[20] Aircraft Servicer Fees
-- Base Fee.................................. (2.9) (2.3)%
-- Rent Collected Fee........................ (1.1) (0.9)%
-- Rent Contracted Fee....................... (1.2) (0.9)%
-- Incentive Fee............................. (0.5) (0.4)%
----- ----- --- ----- ----- ---
[21] [20] Sub-total.................................... (5.7) (6.4) 0.7 (4.5)% (5.1)% 0.6%
[22] Other Fees................................... (2.3) (3.2) 0.9 (1.8)% (2.6)% 0.8%
----- ----- --- ----- ----- ---
[23] [21]+[22] Sub-total.................................... (8.0) (9.6) 1.6 (6.3)% (7.7)% 1.4%
----- ----- --- ----- ----- ---
[24] [19]+[23] Total Cash Expenses.......................... (8.6) (14.0) 5.4 (6.8)% (11.2)% 4.4%
===== ===== === ===== ===== ===
NET CASH COLLECTIONS
[25] [16] Total Cash Collections....................... 119.1 122.5 (3.4) 93.9% 96.6% (2.7)%
[26] [24] Total Cash Expenses (8.6) (14.0) 5.4 (6.8)% (11.2)% 4.4%
[27] Interest Payments............................ 58.5) (63.2) 4.7 (46.1)% (49.8)% 3.7%
[28] Swap Payments................................ (8.7) (3.8) (4.9) (6.8)% (3.0)% (3.8)%
[29] Exceptional Items............................ -- -- -- --
[30] Sum [25]...[29] TOTAL........................................ 43.3 41.5 1.8 34.2% 32.6% 1.6%
===== ===== === ===== ===== ===
[31] PRINCIPAL PAYMENTS
subclass A-1................................. -- --
subclass A-2................................. 39.5 37.7 1.8 31.2% 29.6% 1.6%

A-2-10

subclass B-1................................. 3.8 3.8 0.0 3.0% 3.0% 0.0%
subclass C-1................................. 0.0 0.0 0.0 0.0% 0.0% 0.0%
subclass D-1................................. -- 0.0% 0.0% 0.0%
----- ----- --- ----- ----- ---
Total........................................ 43.3 41.5 1.8 34.2% 32.6% 1.6%
===== ===== === ===== ===== ===
Debt Balances as at November 15, 1999
subclass A-1................................. 400.0 400.0
subclass A-2................................. 234.5 247.1
subclass B-1................................. 91.0 91.0
subclass C-1................................. 100.0 100.0
subclass D-1................................. 110.0 110.0
----- -----
935.5 948.1
===== =====

A-2-11

APPENDIX C TO APPENDIX 2

[Intentionally omitted]

A-2-12

APPENDIX 3

EXTRACT FROM CASH ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTH PERIOD FROM DECEMBER 1, 1999 TO FEBRUARY 29, 2000(1)

I Background and General Information

Morgan Stanley Aircraft Finance ("MSAF"), a Delaware business
trust, is a special purpose vehicle which owns aircraft subject to operating
leases. Under the terms of its Indenture MSAF may acquire additional aircraft
and sell aircraft from the fleet. Any acquisition of additional aircraft will
be subject to certain confirmations with respect to the notes from rating
agencies and compliance with certain operating covenants of MSAF set out in the
Indenture.

Initial Portfolio

On March 3, 1998, MSAF issued $1,050 million of notes in
connection with its acquisition of 33 aircraft plus an engine with a total
appraised value at September 30, 1997 of $1,115.5 million from International
Lease Finance Corporation ("ILFC"). All but one of the 33 aircraft was acquired
by MSAF.

New Issuance

On March 15, 2000, MSAF refinanced the A-1 subclass notes of
$400 million as part of a total issuance of $1,310 million of New notes in five
subclasses (A-3, A-4, A-5, B-2 and C-2). In addition to the refinancing of the
A-1 subclass, these notes were issued in association with MSAF's acquisition of
29 aircraft with a total appraised value of $1,047.8 million as of November 30,
1999 from a subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). MSAF
acquired all but one of the 29 aircraft on March 15, 2000. The remaining
aircraft, a B737-300, is subject to a financing that will terminate before
April 30, 2000 and is scheduled to deliver to MSAF at this time. MSDW acquired
two aircraft from an affiliate of GE Capital Corporation on March 19, 1999 and
27 aircraft from ILFC on August 6, 1999.

Combined Fleet

As a result, the overall size of the combined aircraft fleet is
now 61 aircraft plus an engine with a total appraised value of $2,000.9 million
as of November 30, 1999. As of April 1, 2000, MSAF had 61 lease contracts in
effect with 42 lessees based in 25 countries and one aircraft was off-lease as
shown in Appendix A attached.

The discussion and analysis that follows in Section II is based
on the results of MSAF and its subsidiaries as a single entity (collectively
the "MSAF group") for the reporting periods from December 1999 to February
2000. This relates to the Initial Portfolio and the 1998 Basecase against which
the actual performance is compared. This period was prior to the New Issuance
and the aircraft acquisition on March 15, 2000 and therefore relates to the
Initial Portfolio of 32 aircraft only. The discussion and analysis in Section
IV - "Recent Developments" relates to the combined fleet of 61 aircraft plus an
engine.

MSAF group's cash receipts and disbursements are determined, in
part, by the overall economic condition of the operating leasing market. The
operating leasing market, in turn, is affected by various cyclical factors.
These include the level and volatility of interest rates, the availability of
credit, fuel costs and both general and regional economic conditions affecting
lessee operations and trading. Other factors to consider are manufacturer
production levels, passenger demand, retirement and obsolescence of aircraft
models, manufacturers exiting or entering the

- ---------
(1) This is an extract from a report filed on form 8-K with the Securities
and Exchange Commission on April 14, 2000.

A-3-1

market or ceasing to produce aircraft types or re-introduction into service of
aircraft previously in storage. In addition, state regulations and air traffic
control infrastructure constraints, such as limitations on the number of
landing slots, can also impact the operating leasing market.

For the purposes of this report, the "First Quarter 2000",
referred to in Section II - "Comparison of Actual Cash Flows versus the 1998
Base Case for the First Quarter 2000" shall comprise information from the
monthly cash reports dated December 15, 1999 through to February 15, 2000. The
financial data in these reports includes cash receipts from November 9, 1999
(first day of the Collection Period for the December 1999 Report) up to
February 9, 2000 (last day of the Collection Period for the February 2000
Report). It also includes payments made by MSAF group between November 16, 1999
and up to February 15, 2000 (the Note Payment Date for the February 2000
Report).

II Comparison of Actual Cash Flows versus the 1998 Base Case for the First
Quarter 2000

The February 20, 1998 Prospectus (the "Prospectus") and the
November 4, 1998 Prospectus (the "Prospectus") for the notes contain
assumptions in respect of MSAF group's future cash flows and cash expenses (the
"1998 Base Case"). For the purpose of this report, "Net Cash Collections" is
defined as Total Cash Collections less Total Cash Expenses, Interest Payments
and Swap Payments. A discussion of the quarterly Cash Collections, Cash
Expenses, Interest Payments and Principal Payments is given below and should be
read in conjunction with the analysis in Appendix B.

CASH COLLECTIONS

"Total Cash Collections" include Net Lease Rentals (Contracted
Lease Rentals less Net Stress-related Costs), Movement in Current Arrears
Balance, Interest Earned and Net Maintenance.

Actual Basecase Variance
------ -------- --------
Total Cash Collections
$M $M $M
Lease Rentals....................... 32.0 32.0 --
-- Renegotiated Leases............. (0.3) -- (0.3)
-- Rental Resets................... (0.6) -- (0.6)
Contracted Lease Rentals............ 31.1 32.0 (0.9)
Movement in Current Arrears Balance. (0.3) -- (0.3)
Net Stress Related Costs............ (3.1) (1.4) (1.7)
Net Lease Rentals................... 27.7 30.6 (2.9)
Interest Earned..................... 0.5 0.4 0.1
Net Maintenance..................... (4.1) -- (4.1)
Total Cash Collections.............. 24.1 31.0 (6.9)

In the First Quarter 2000, MSAF group generated approximately
$24.1 million in Total Cash Collections, $6.9 million less than assumed in the
1998 Base Case. This difference is due to a combination of the factors set out
below (the numbers in brackets refer to the line item number shown in Appendix
B).

A-3-2

[2] Renegotiated Leases

Renegotiated Leases refers to the loss in rental revenue caused
by a lessee negotiating a reduction in the lease rental. Typically, this can be
a permanent reduction over the remaining lease term in exchange for other
contractual concessions. In the First Quarter 2000, the amount of revenue loss
attributed to Renegotiated Leases was $0.3 million and relates to three
renegotiated leases. The loss is primarily due to a 14% reduction from the 1998
Base Case rental on a B767-300ER on lease to Air Pacific. The new rental was
reset at the then prevailing market rate for B767-300ERs in exchange for a
lease extension.

[3] Rental Resets

Rental Resets is a measure of the loss in rental revenue when
new lease rates are lower than those assumed in the 1998 Base Case. In the
First Quarter 2000, no new leases were written, however, lost revenue
attributable to lease resets in previous quarters amounted to $0.6 million. See
Section IV - "Recent Developments" for a discussion of current re-leasing
events.

[4] Contracted Lease Rentals

Contracted Lease Rentals represents the current contracted lease
rental rollout which equates to the 1998 Base Case Lease Rentals less
adjustments for Renegotiated Leases and Rental Resets. For the First Quarter
2000, Contracted Lease Rentals were $31.1 million, $0.9 million less than
assumed in the 1998 Base Case. The difference is due to losses from
renegotiated leases and rental resets as discussed above.

[5] Movement in Current Arrears Balance

Current Arrears is the total contracted lease rentals
outstanding from current lessees at a given date and excludes any amounts
classified as Bad Debts. The current arrears balance at the start of the First
Quarter 2000 was $3.1 million versus $3.4 million at the end of the First
Quarter 2000, an increase in arrears of $0.3 million.

Movement in
Current Current Current
Aircraft Type Country Arrears Arrears Arrears
- ------------- ------- ------- ------- -------
A310-300....... Brazil 0.6 0.4 0.2
A321-100....... Turkey 0.6 0.9 (0.3)
B737-300....... Brazil 1.0 1.6 (0.6)
B737-400....... Mexico 0.5 -- 0.5
A310-300....... Oman 0.1 -- 0.1
A320-200....... Canada -- 0.2 (0.2)
A320-200....... Ireland 0.3 0.3 0.0

- ---------
* Re-classified as Bad Debts during the First Quarter 2000.

As at November 15, 1999, six lessees were in arrears, owing $3.1
million, against which MSAF group held security deposits of $2.9 million. One
of the six lessees TAESA, based in Mexico, defaulted in the First Quarter 2000
and the aircraft was repossessed. Rental arrears amounting to $0.5 million
associated with this lessee at the time of the repossession were deemed
irrecoverable and re-classified from Current Arrears to Bad Debts.

A-3-3

At February 15, 2000, five lessees in arrears owed $3.4 million,
against which MSAF group held security deposits of $2.2 million. See Section IV
- - "Recent Developments" for information on the current level of arrears as of
April 1, 2000.

Net Stress-related Costs

Actual Basecase Variance
------ -------- --------
Net Stress Related Costs
$M $M $M
Bad Debts.................... (0.5) -- --
Security Deposits Drawndown.. 0.5 -- --
Capitalized Arrears.......... -- -- --
AOG.......................... (4.2) -- --
Other Leasing Income......... 1.0 -- --
Repossession Costs........... 0.1 -- --
---
Net Stress Related Costs..... (3.1) (1.4) (1.7)
--- --- ---

For the First Quarter 2000, net stress-related costs amounted to
$3.1 million (9.7% of 1998 Base Case Lease Rentals) compared to $1.4 million
assumed in the 1998 Base Case, a variance of $1.7 million that is due to the
following six factors described in items [6] to [11] below.

[6] Bad Debts and [7] Security Deposits Drawn Down

Bad Debts Bad Debts
Aircraft Type Lessee Country Rental Recovered Deposits Drawn Security Total
- ------------- ------ -------------- --------- -------------- -------- -----
$M $M $M

B737-400 TAESA Mexico (0.5) 0.0 0.5 0.0
--- --- --- ---
Total (0.5) 0.0 0.5 0.0
--- --- --- ---

In the First Quarter 2000, $0.5 million was written off in
respect of lease rentals due from a former lessee, TAESA, against which MSAF
group drew down security deposits totaling $0.5 million. See Section IV -
"Recent Developments" for information on the current level of Bad Debts as of
April 1, 2000.

[8] Capitalized Arrears

Capitalized arrears refer to current arrears that have been
capitalized and restructured into a note payable. No arrears were capitalized
in the First Quarter 2000.

[9] Aircraft on Ground ("AOG")

AOG is defined as the Base Case lease rental lost when an
aircraft is off-lease and non-revenue earning.

A-3-4

Aircraft Type Old Lessee Lost New Lessee Rental
------------- ---------- --------------- ------
$M
1 B747-300 VARIG Air Atlanta Icelandic 2.4
2 A310-300 Oman Air Region Air 0.7
3 A310-300 Oman Air Region Air 0.6
4 B737-400 TAESA LOI 0.5
---
Total 4.2
---

The impact of AOG downtime amounted to $4.2 million during the
First Quarter 2000. This was in respect of four aircraft; one B747-300
previously on lease to VARIG and terminated early, two A310-300s previously on
lease to Oman Air and terminated as scheduled and one B737-400 previously on
lease to TAESA and terminated early. See Section IV - "Recent Developments"
below for information on the current level of AOG costs as of April 1, 2000.

[10] Other Leasing Income

[11] Repossession Costs

Repossession costs consist of legal and aircraft technical costs
incurred as a result of repossessing an aircraft. In the First Quarter 2000,
repossession costs amounted to $0.1 million, which consists of consultancy fees
incurred during the repossession of the B747-300 previously on lease to VARIG.

[13] Net Lease Rentals

Net Lease Rentals is Contracted Lease Rentals less the movement
in Current Arrears Balance and Net Stress-related Costs. In the First Quarter
2000, net lease rentals amounted to $27.7 million, $2.9 million less than
assumed in the 1998 Base Case. The variance was attributable to the combined
effect of lower contracted lease rentals, the increase in current arrears and
net stress-related costs discussed above.

[14] Interest Earned

Interest earned relates to interest received on cash balances
held in the Collection and Expense Accounts. Cash held in the Collection
Account in the First Quarter 2000 consisted of the cash liquidity reserve
amount of $25.0 million plus the intra-month cash balances for all the rentals
and maintenance payments collected prior to the monthly payment date. The
Expense Account contains cash set aside to pay for expenses which are expected
to be payable over the next three months.

The average mutual funds 30-day effective rate for the period
was 5.73%, slightly less than the 5.75% assumed in the 1998 Base Case. In the
First Quarter 2000, interest earned amounted to $0.5 million, $0.1 million more
than assumed in the 1998 Base Case. The difference is due primarily to interest
earned on the intra-month cash balances in the Collection Account and Expense
Account, albeit at a slightly lower than assumed interest rate. The 1998 Base
Case made no assumption as to interest earned on these balances.

[15] Net Maintenance

Net maintenance refers to maintenance reserve revenue received
less any maintenance reimbursements paid to lessees. In the First Quarter 2000,
actual maintenance reserve revenue received amounted to $2.8 million and
maintenance expenditure amounted to $6.9 million, generating negative net
maintenance revenue of $4.1 million.

A-3-5

Maintenance expenditure included costs incurred in the overhaul of a B757-200ER
repossessed from Guyana Airways ($4.0 million), the reimbursement from the
airframe reserves of $0.5 million in respect of a B767-300ER in accordance with
a lease restructuring and the reimbursement from the engine reserves in respect
of a B737-400, previously on lease to TAESA ($1.4 million). The 1998 Base Case
makes no assumptions for net maintenance as it assumes that, over time,
maintenance revenue will equal maintenance expenditure. However, it is unlikely
that in any particular Note Payment Period, maintenance revenue will exactly
equal maintenance expenditure.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and
Selling, General and Administrative ("SG&A") Expenses. In the First Quarter
2000, total cash expenses were $1.9 million, $1.4 million lower than the 1998
Base Case, which assumed total cash expenses of $3.3 million.

Total Cash Expenses Actual Basecase Variance
- ------------------- ------ -------- --------
$M $M $M
Aircraft Operating Expenses.... (0.3) (1.1) 0.8
SG&A Expenses.................. (1.6) (2.2) 0.6
--- --- ---
Total Cash Expenses............ (1.9) (3.3) 1.4
--- --- ---

The difference is due to a combination of lower Aircraft
Operating Expenses and SG&A Expenses as discussed below. Aircraft Operating
Expenses include all operational costs related to the leasing of an aircraft
including costs of insurance, re-leasing and other overhead costs. In the
First Quarter 2000, Aircraft Operating Expenses amounted to $0.3 million
compared to $1.1 million per the 1998 Base Case, which assumes these costs to
be 3.5% of the 1998 Base Case Lease Rentals.

[17] Insurance

No insurance costs were incurred in the First Quarter 2000.

[18] Re-leasing and other overhead costs

Re-leasing and other overhead costs consist of miscellaneous
re-delivery and leasing costs associated with re-leasing events. In the First
Quarter 2000 these costs amounted to $0.3 million. SG&A Expenses relate to fees
paid to the Aircraft Servicer and to other service providers. In the First
Quarter 2000, SG&A Expenses were $1.6 million or $0.6 million lower than assumed
in the 1998 Base Case. The variance is explained below.

[20] Aircraft Servicer Fees

The Aircraft Servicer Fees are defined as amounts paid to the
Aircraft Servicer, ILFC, in accordance with the terms of the Servicing
Agreement. In the First Quarter 2000, the total Aircraft Servicer fee paid was
$1.1 million, $0.3 million lower than assumed in the 1998 Base Case, reflecting
lower actual rentals achieved relative to 1998 Base Case Lease Rentals.

Aircraft Servicer Fees consist of:

$M
--
Base Fee....................................... 0.5
Rent Collected Fee............................. 0.3
Rent Contracted Fee............................ 0.3
Incentive Fee 1998/99*......................... 0.0
Total Servicer Fee............................. 1.1

- ---------
*For financial year ended November 30, 1999

A-3-6

The Base Fee is a fixed amount per month per aircraft and
changes only as aircraft are acquired or sold. The Rent Contracted Fee is equal
to 1% of all rentals contracted. The Rent Collected Fee is equal to 1% of all
rentals received. The Incentive fee is 10% of all cash flow received above a
targeted amount set at the beginning of each financial year. No incentive fee
was paid to ILFC for the financial year ended November 1999.

[22] Other Servicer Fees

Other Servicer Fees relate to fees and expenses paid to other
service providers including the Administrative Agent, Financial Advisor, legal
advisors, accountants and Independent Trustees. In the First Quarter 2000,
Other Servicer Fees amounted to $0.5 million as compared to an assumed expense
of $0.8 million in the 1998 Base Case, a positive variance of $0.3 million. The
variance is due primarily to lower than expected Administrative Agent fees and
other overhead costs. The Administrative Agent fee is equal to 1.5% of rentals
collected and declined in line with the reduced rentals actually received.

[27] Interest Payments and [28] Swap Payments

In the First Quarter 2000, interest payments to Noteholders
amounted to $15.6 million. This is $0.1 million higher than the 1998 Base Case,
which assumed interest costs for the First Quarter 2000 to be $15.5 million.
While the total debt balance outstanding during the quarter was lower than
expected in the 1998 Base Case, interest payments rose due to an increase in
the Libor rate at year-end in 1999. The average Libor rate for the First
Quarter 2000 was 5.88% versus an assumed Libor rate of 5.75%. The higher
interest costs were offset by a reduction in the amount of swap payments. MSAF
paid $0.5 million in swap costs, $0.3 million less than assumed in the 1998
Base Case.

[29] Exceptional Item

Exceptional items refer to cash flows that occur infrequently
and are outside the normal business activities of MSAF. There were no
exceptional cash flows in the First Quarter 2000.

[31] Principal Payments

In the First Quarter 2000, total principal payments to
Noteholders amounted to $6.1 million, $5.3 million less than assumed in the
1998 Base Case, reflecting the lower Net Cash Collections available during this
period, mainly as a result of the lower than expected lease revenue
performance, partially offset by lower expenses.

III Other Financial Data

[Intentionally omitted]

IV Recent Developments

[Intentionally omitted]

A-3-7

APPENDIX A TO APPENDIX 3

[Intentionally omitted]

A-3-8

APPENDIX B TO APPENDIX 3

[Intentionally omitted]

A-3-9

APPENDIX C TO APPENDIX 3

[Intentionally omitted]

A-3-10

APPENDIX 4

EXTRACT FROM CASH ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTH PERIOD FROM MARCH 1, 2000 TO MAY 31, 2000(1)

I Background and General Information

Morgan Stanley Aircraft Finance ("MSAF"), a Delaware business
trust, is a special purpose vehicle which owns aircraft subject to operating
leases. Under the terms of its Indenture, MSAF may acquire additional aircraft
and sell aircraft from the fleet. Any acquisition of additional aircraft will
be subject to certain confirmations with respect to the Notes from rating
agencies and compliance with certain operating covenants of MSAF set out in the
Indenture.

Initial Portfolio

On March 3, 1998, MSAF issued $1,050 million of Notes in
connection with its acquisition of 33 aircraft plus an engine with a total
appraised value at September 30, 1997 of $1,115.5 million from International
Lease Finance Corporation ("ILFC"). All but one of the 33 aircraft was acquired
by MSAF.

New Issuance

On March 15, 2000, MSAF refinanced the A-1 subclass Notes of
$400 million as part of a total issuance of $1,310 million of New Notes in five
subclasses (A-3, A-4, A-5, B-2 and C-2). In addition to the refinancing of the
A-1 subclass, these Notes were issued in association with MSAF's acquisition of
29 aircraft with a total appraised value of $1,047.8 million as of November 30,
1999 from a subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). MSDW
acquired two aircraft from an affiliate of GE Capital Corporation on March 19,
1999 and 27 aircraft from ILFC on August 6, 1999.

Combined Portfolio

As a result, the overall size of the combined aircraft fleet is
now 61 aircraft plus an engine with a total appraised value of $2,000.9 million
as of November 30, 1999. As of July 1, 2000, MSAF had 60 lease contracts in
effect with 41 lessees based in 25 countries and two aircraft were off-lease as
shown in Appendix A attached.

Management Discussion and Analysis

The discussion and analysis that follows in Section II is based
on the results of MSAF and its subsidiaries as a single entity (collectively
the "MSAF Group") for the reporting periods from March 2000 to May 2000.

Section II (a) covers the one-month period, March 2000, prior to
the New Issuance and the aircraft acquisition on March 15, 2000 and therefore
relates to the Initial Portfolio of 32 aircraft and engine only. The March 2000
cash flows are compared against the 1998 Base Case.

For the purposes of this report, "March 2000", referred to in
Section II (a) shall comprise information from the monthly cash report dated
March 15, 2000. The financial data in this report includes cash receipts from
February 10, 2000 (first day of the Collection Period for the March 2000
Report) up to March 9, 2000 (last day of the Collection Period for the March
2000 Report). It also includes payments made by MSAF group between February 16,
1999 and up to March 15, 2000 (the Note Payment Date for the March 2000
Report).

- ---------
(1) This is an extract from a report filed on Form 8-K with the Securities
and Exchange Commission on July 13, 2000.

A-4-1

Section II (b) covers the two month period, April/May 2000,
after the New Issuance and the aircraft acquisition on March 15, 2000 and
therefore relates to the Combined Portfolio of 61 aircraft plus an engine. The
April/May 2000 cash flows are compared against the 2000 Base Case.

For the purposes of this report, "April/May 2000", referred to
in Section II (b), shall comprise information from the monthly cash reports
dated April 15, 2000 through to May 15, 2000. The financial data in these
reports includes cash receipts from March 10, 2000 (first day of the Collection
Period for the April/May 2000 Report) up to May 9, 2000 (last day of the
Collection Period for the April/May 2000 Report). It also includes payments
made by MSAF group between March 16, 2000 and up to May 15, 2000 (the Note
Payment Date for the April/May 2000 Report).

The discussion and analysis in Section IV - "Recent
Developments" relates to the combined fleet of 61 aircraft plus an engine.

MSAF Group's cash receipts and disbursements are determined, in
part, by the overall economic condition of the operating leasing market. The
operating leasing market, in turn, is affected by various cyclical factors.
These include the level and volatility of interest rates, the availability of
credit, fuel costs and both general and regional economic conditions affecting
lessee operations and trading. Other factors to consider are manufacturer
production levels, passenger demand, retirement and obsolescence of aircraft
models, manufacturers exiting or entering the market or ceasing to produce
aircraft types or re-introduction into service of aircraft previously in
storage. In addition, state regulations and air traffic control infrastructure
constraints, such as limitations on the number of landing slots, can also
impact the operating leasing market.

MSAF Group's ability to compete against other lessors is
determined, in part, by the composition of its fleet in terms of mix, relative
age and popularity of aircraft type. In addition, operating restrictions
imposed by the Indenture, and the ability of other lessors, who may possess
substantially greater financial resources, to offer leases on more favorable
terms than MSAF Group, may also impact MSAF Group's ability to compete against
other lessors.

II(a) Comparison of Actual Cash Flows versus the 1998 Base Case for March 2000

The February 20, 1998 Offering Memorandum (the "Offering
Memorandum") and the November 4, 1998 Prospectus (the "Prospectus") for the
Notes contain assumptions in respect of MSAF Group's future cash flows and cash
expenses (the "1998 Base Case"). For the purpose of this report, "Net Cash
Collections" is defined as Total Cash Collections less Total Cash Expenses,
Accrued Expenses, Interest Payments, Swap Payments and Exceptional Items. A
discussion of the Cash Collections, Cash Expenses, Accrued Expenses, Interest
Payments, Swap Payments, Exceptional Items and Principal Payments is given
below and should be read in conjunction with the analysis in Appendix B.

CASH COLLECTIONS

"Total Cash Collections" include Net Lease Rentals (Contracted
Lease Rentals plus Movement in Current Arrears Balance less Net Stress-related
Costs), Interest Earned, Drawings from Expense Account and Net Maintenance.

Cash Collections Actual Base Case Variance
- ---------------- ------ --------- --------
$M $M $M
Lease Rentals 12.2 12.2 -
-- Renegotiated Leases............. (0.1) - (0.1)
-- Rental Resets................... (0.4) - (0.4)
Contracted Lease Rentals............. 11.7 12.2 (0.5)
Movement in Current Arrears Balance.. 0.2 - 0.2
Net Stress Related Costs............. (1.1) (0.5) (0.6)
Net Lease Rentals.................... 10.8 11.7 (0.9)

A-4-2

Cash Collections Actual Base Case Variance
- ---------------- ------ --------- --------
$M $M $M
Interest Earned ..................... 0.1 0.1 0.0
Drawings from Expense Account........ 1.2 - 1.2
Net Maintenance...................... (0.2) - (0.2)
---- ---- ---
Total Cash Collections............... 11.9 11.8 0.1
==== ==== ===

In March 2000, MSAF Group generated approximately $11.9 million
in Total Cash Collections, $0.1 million more than assumed in the 1998 Base
Case. This difference is due to a combination of the factors set out below (the
numbers in square brackets refer to the line item number shown in Appendix B).

[2] Renegotiated Leases.

Renegotiated. Leases refers to the loss in rental revenue caused
by a lessee negotiating a reduction in the lease rental. Typically, this can be
a permanent reduction over the remaining lease term in exchange for other
contractual concessions. In March 2000, the amount of revenue loss attributed
to Renegotiated Leases of $0.1 million is due to a 14% reduction from the 1998
Base Case rental on a B767-300ER on lease to Air Pacific. The new rental was
reset at the then prevailing market rate for B767-300ERs in exchange for a
lease extension.

[3] Rental Resets.

Rental Resets is a measure of the loss in rental revenue when
new lease rates are lower than those assumed in the 1998 Base Case. In March
2000, no new leases were written, however, lost revenue attributable to lease
resets in previous quarters amounted to $0.4 million. The loss primarily
relates to the decline in rentals received for two A310-300s. See Section IV -
"Recent Developments" for a discussion of current re-leasing events.

[4] Contracted Lease Rentals.

Contracted Lease Rentals represents the current contracted lease
rental rollout which equates to the 1998 Base Case Lease Rentals less
adjustments for Renegotiated Leases and Rental Resets. For March 2000,
Contracted Lease Rentals were $11.7 million, $0.5 million less than assumed in
the 1998 Base Case. The difference is due to losses from renegotiated leases
and rental resets as discussed above.

[5] Movement in Current Arrears Balance.

Balance Current Arrears are the total contracted lease rentals
outstanding from current lessees at a given date and excludes any amounts
classified as Bad Debts. The current arrears balance at the start of the March
2000 payment period was $3.4 million versus $3.2 million at the end of the
March 2000 payment period, a decrease in arrears of $0.2 million.

Current Arrears Current Arrears Movement in Security Deposits
Aircraft Type Country 2/15/00 3/15/00 Current Arrears Held
- ------------- ------- --------------- --------------- --------------- -----------------
$M $M $M $M

A320-200 Canada 0.2 0.5 (0.3) 0.3
A310-300 Brazil 0.4 0.7 (0.3) -
B737-300 Brazil 1.6 0.5 1.1 0.7
A321-100 Turkey 0.9 1.2 (0.3) 0.7
A320-200 Ireland 0.3 0.3 0.0 0.5
--- --- --- --- --- ---
Total 3.4 3.2 0.2 2.2
=== === === ===

A-4-3

As at March 15, 2000, five lessees were in arrears, owing $3.2
million, against which MSAF Group held security deposits of $2.2 million. See
Section IV - "Recent Developments" for information on the current level of
arrears as of July 1, 2000.

Net Stress-related Costs.

Net Stress Related Costs Actual Base Case Variance
- ------------------------ ------ --------- --------
$M $M $M
Bad Debts....................... -
Security Deposits Drawn Down.... -
Restructured Arrears............ (0.1)
AOG............................. (1.2)
Other Leasing Income............ 0.3
Repossession Costs.............. (0.1)
--- --- ---
Net Stress Related Costs........ (1.1) (0.5) (0.6)
=== === ===

For the March 2000 Payment Period, net stress-related costs
amounted to $1.1 million (9.0% of 1998 Base Case Lease Rentals) compared to
$0.5 million assumed in the 1998 Base Case, a variance of $0.6 million that is
due to the following six factors described in items[6] to [11] below.

[6] Bad Debts and [7] Security Deposits Drawn Down.

In March 2000, no arrears were transferred to Bad Debts and no
security deposits were drawn down. See Section IV - "Recent Developments" for
information on the current level of Bad Debts as of July 1, 2000.

[8] Restructured Arrears.

Restructured Arrears refer to current arrears that have been
capitalized and restructured into a note payable, which is repaid over an
agreed period. Losses from restructured leases were $0.1 million in March 2000
and were due to a restructuring of arrears and lease payments of two lessees.
See Section IV-- "Recent Developments" for information on the current level of
Restructured Arrears as of July 1, 2000.

[9] Aircraft on Ground ("AOG").

AOG is defined as the Base Case Lease Rental lost when an
aircraft is off-lease and non-revenue earning.

AOG Analysis for March 2000

Aircraft Type Old Lessee New Lessee Lost Rental
- ------------- ---------- ---------- -----------
$M
1 B747-300 VARIG Air Atlanta Icelandic 0.8
2 A310-300 Oman Air Region Air 0.1
3 A310-300 Oman Air Region Air 0.1
4 B737-400 TAESA LOI 0.2
---
Total 1.2
===

A-4-4

The impact of AOG downtime amounted to $1.2 million during March
2000. This was in respect of four aircraft; one B747-300 previously on lease to
VARIG which terminated early, two A310-300s previously on lease to Oman Air
which terminated as scheduled and one B737-400 previously on lease to TAESA
which terminated early. See Section IV-- "Recent Developments" below for
information on the current level of AOG costs as of July 1, 2000.

[10] Other Leasing Income.

[11] Repossession Costs.

Repossession costs consist of legal and aircraft technical costs
incurred as a result of repossessing an aircraft. In March 2000, repossession
costs amounted to $0.1 million, which consists of consultancy fees incurred
during the repossession of a B737-400 previously on lease to TAESA.

[13] Net Lease Rentals.

Net Lease Rentals is Contracted Lease Rentals plus the movement
in Current Arrears Balance less Net Stress-related Costs. In March 2000, net
lease rentals amounted to $10.8 million, $0.9 million less than assumed in the
1998 Base Case. The variance was attributable to the combined effect of lower
contracted lease rentals, the decrease in current arrears and an increase in
net stress-related costs discussed above.

[14] Interest Earned.

Interest earned relates to interest received on cash balances
held in the Collection and Expense Accounts. Cash held in the Collection
Account in March 2000 consisted of the cash liquidity reserve amount of $25.0
million plus the intra-month cash balances for all the rentals and maintenance
payments collected prior to the monthly payment date. The Expense Account
contains cash set aside to pay for expenses which are expected to be payable
over the next three months ("Accrued Expenses"). The average interest rate for
the period was 5.75%, the same as assumed in the 1998 Base Case. In March 2000,
interest earned amounted to $0.1 million the same as assumed in the 1998 Base
Case.

[15] Drawings from Expense Account.

The Expense Account contains cash set aside each month from
current cash collections to pay for expenses which are expected to be payable
over the next three months. The level of Accrued Expenses is set each month by
the Administrative Agent. In March 2000, $1.2 million was drawn from the
Expense Account to pay for current expenses. The 1998 Base Case makes no
assumption as to the level of Accrued Expenses. Accrued Expenses are discussed
separately as line item number (28) in the Net Cash Collections section below.

[16] Net Maintenance.

Net maintenance refers to maintenance receipts less any
maintenance reimbursements paid to lessees. In March 2000, actual maintenance
receipts amounted to $0.9 million and maintenance expenditure amounted to $1.1
million, generating negative net maintenance of $0.2 million.

A-4-5

Maintenance expenditure included costs incurred in the overhaul
of the airframe for two A310-300s. The 1998 Base Case makes no assumptions for
net maintenance as it assumes that, over time, maintenance receipts will equal
maintenance expenditure. However, it is unlikely that in any particular Note
Payment Period, maintenance receipts will exactly equal maintenance
expenditure.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and Selling,
General and Administrative ("SG&A") Expenses. In March 2000, total
cash expenses were $0.6 million, $0.6 million lower than the 1998 Base Case,
which assumed total cash expenses of $1.2 million.

Total Cash Expenses Actual Base Case Variance
- ------------------- ------ --------- --------
$M $M $M
Aircraft Operating Expenses.... (0.1) (0.4) 0.3
SG&A Expenses.................. (0.5) (0.8) 0.3
--- --- ---
Total Cash Expenses............ (0.6) (1.2) 0.6
=== === ===

The difference is due to a combination of lower Aircraft
Operating Expenses and SG&A Expenses as discussed below.

Aircraft Operating Expenses include all operational costs
related to the leasing of an aircraft including costs of insurance, re-leasing
and other overhead costs. In March 2000, Aircraft Operating Expenses were $0.1
million compared to $0.4 million per the 1998 Base Case, which assumes these
costs to be 3.5% of the 1998 Base Case Lease Rentals.

[18] Insurance.

No insurance costs were incurred in March 2000.

[19] Re-leasing and other overhead costs.

Re-leasing and other overhead costs consist of miscellaneous
re-delivery and leasing costs associated with re-leasing events. In March 2000
these costs were $0.1 million.

SG&A expenses relate to fees paid to the Aircraft Servicer
and to other service providers. In March 2000, SG&A expenses were $0.5 million
or $0.3 million lower than assumed in the 1998 Base Case. The variance is
described in items numbered [21] and [23] below.

[21] Aircraft Servicer Fees.

The Aircraft Servicer Fees are defined as amounts paid to the
Aircraft Servicer, ILFC, in accordance with the terms of the Servicing
Agreement. In March 2000, the total Aircraft Servicer fee paid was $0.3
million, $0.2 million lower than assumed in the 1998 Base Case, reflecting
lower actual rentals achieved relative to 1998 Base Case Lease Rentals.

A-4-6

Aicraft Servicer Fees consist of: $M
- --------------------------------- ---
Base Fee............................................ 0.1
Rent Collected Fee.................................. 0.1
Rent Contracted Fee................................. 0.1
Incentive Fee 1999/2000*............................ 0.0
---
Total Servicer Fee.................................. 0.3
===

- ---------
*For financial year ended November 30, 2000

The Base Fee is a fixed amount per month per aircraft and
changes only as aircraft are acquired or sold. The Rent Contracted Fee is equal
to 1% of all rentals contracted. The Rent Collected Fee is equal to 1% of all
rentals received. The Incentive fee is 10% of all cash flow received above a
targeted annual amount set at the beginning of each financial year. No
incentive fee was payable to ILFC in March 2000 for the financial year ended
November 2000.

[23] Other Servicer Fees.

Other Servicer Fees relate to fees and expenses paid to other
service providers including the Administrative Agent, Financial Advisor, legal
advisors, accountants and Independent Trustees. In March 2000, Other Servicer
Fees amounted to $0.2 million as compared to an assumed expense of $0.3 million
in the 1998 Base Case, a positive variance of $0.1 million. The variance is due
primarily to lower than expected Administrative Agent fees and other overhead
costs. The Administrative Agent fee is equal to 1.5% of rentals collected and
declined in line with the reduced rentals actually received.

NET CASH COLLECTIONS

"Net Cash Collections" equals Total Cash Collections less Total
Cash Expenses, Accrued Expenses, Interest Payments, Swap Payments and
Exceptional Items.

Net Cash Collections Actual Base Case Variance
- -------------------- ------ --------- --------
$M $M $M
Total Cash Collections...... 11.9 11.8 0.1
Total Cash Expenses......... (0.6) (1.2) 0.6
Accrued Expenses............ (0.8) - (0.8)
Interest Payments........... (4.9) (4.9) -
Swap Payments............... (0.4) (0.5) 0.1
Exceptional Items........... - - -
--- --- ---
Net Cash Collections........ 5.2 5.2 0.0
=== === ===

[26] Total Cash Collections.

As discussed above in line items [1] to [17] above in Cash
Collections, MSAF Group generated approximately $11.9 million in Total Cash
Collections, $0.1 million more than assumed in the 1998 Base Case.

[27] Total Cash Expenses.

As discussed above in line items [18] to [25] above in Cash
Expenses, MSAF Group incurred approximately $0.6 million in Total Cash
Expenses, $0.6 million less than assumed in the 1998 Base Case.

A-4-7

[28] Accrued Expenses.

Accrued Expenses Accrued Expenses represent the level of cash
set aside in the Expense Account each month to pay for expenses which are
expected to be payable over the next 3 months. In March 2000, $0.8 million was
added to the Closing Expense Account balance of $4.9 million (a total of to
$5.7 million) to fund future expenses, primarily maintenance.

[29] Interest Payments and [30] Swap Payments.

In March 2000, interest payments to Noteholders amounted to $4.9
million, which was in line with the 1998 Base Case. While the total debt
balance outstanding during the quarter was lower than expected in the 1998 Base
Case, the interest payments were increased due to a higher than assumed LIBOR
rate. The LIBOR rate for March 2000 was 5.89% versus an assumed LIBOR rate
of-5.75%. The higher interest costs were offset by a reduction in the amount of
swap payments. MSAF paid $0.4 million in swap costs, $0.1 million less than
assumed in the 1998 Base Case.

[31] Exceptional Items.

Exceptional items refer to cash flows that occur infrequently
and are outside the normal business activities of MSAF. There were no
exceptional cash flows in March 2000.

[33] Principal Payments.

In the First Quarter 2000, total principal payments to
Noteholders amounted to $5.2 million, the same as assumed in the 1998 Base
Case.

II(b) Comparison of Actual Cash Flows versus the 2000 Base Case for April/May
2000

The March 8, 2000 Offering Memorandum for the New Notes contain
assumptions in respect of MSAF Group's future cash flows and cash expenses (the
"2000 Base Case"). For the purpose of this report, "Net Cash Collections" is
defined as Total Cash Collections less Total Cash Expenses, Accrued Expenses,
Interest Payments, Swap Payments and Exceptional Items. A discussion of the
Cash Collections, Cash Expenses, Accrued Expenses, Interest Payments, Swap
Payments, Exceptional Items and Principal Payments is given below and should be
read in conjunction with the analysis in Appendix C.

CASH COLLECTIONS

Total Cash Collections Actual Base Case Variance
- ---------------------- ------ --------- --------
$M $M $M
Lease Rentals........................ 44.5 44.5 -
- Renegotiated Leases............... - - -
- Rental Resets..................... - -
---- ---- ---
Contracted Lease Rentals............. 44.5 44.5 -
Movement in Current Arrears Balance.. (0.9) - (0.9)
Net Stress Related Costs............. (2.0) (2.0) -
Net Lease Rentals.................... 41.6 42.5 (0.9)
---- ---- ---

A-4-8

Total Cash Collections Actual Base Case Variance
- ---------------------- ------ --------- --------
$M $M $M
Interest Earned...................... 0.6 0.4 0.2
Drawings from Expense Account........ 5.1 - 5.1
Net Maintenance...................... (3.1) - (3.1)
---- ---- ---
Total Cash Collections............... 44.2 42.9 1.3
==== ==== ===

In April/May 2000, MSAF Group generated approximately $44.2
million in Total Cash Collections, $1.3 million more than assumed in the 2000
Base Case. This difference is due to a combination of the factors set out below
(the numbers in brackets refer to the line item number shown in Appendix C).

[2] Renegotiated Lease.

Renegotiated Leases refers to the loss in rental revenue caused
by a lessee negotiating a reduction in the lease rental. Typically, this can be
a permanent reduction over the remaining lease term in exchange for other
contractual concessions. In April/May 2000, one lease was renegotiated
resulting in a small decrease in the present value of the rental cash flows
over the lease term. The new rental was agreed in exchange for an extension of
the lease term.

[3] Rental Resets.

Rental Resets is a measure of the loss in rental revenue when
new lease rates are lower than those assumed in the 2000 Base Case. In
April/May 2000, no new leases were written. See Section IV - "Recent
Developments" for a discussion of current re-leasing events as at July 1, 2000.

[4] Contracted Lease Rentals.

Contracted Lease Rentals represents the current contracted lease
rental rollout which equates to the 2000 Base Case Lease Rentals less
adjustments for Renegotiated Leases and Rental Resets. For April/May 2000,
Contracted Lease Rentals were $44.5 million, in line with rentals assumed in
the 2000 Base Case.

[5] Movement in Current Arrears Balance.

Current Arrears is the total contracted lease rentals
outstanding from current lessees at a given date and excludes any amounts
classified as Bad Debts. The current arrears balance at the New Issuance date
(March 15, 2000) was assumed to be nil versus $1.5 million at the end of
April/May 2000, a difference in arrears of $0.9 million.

A310-300 Brazil 0.0 0.7 0.7 0.0
B737-300 USA 0.0 0.2 0.2 0.2
--- --- --- --- --- ---
Total 0.0 0.9 0.2 0.2
=== === === ===

As at May 15, 2000, two lessees were in arrears, owing $0.9
million, against which MSAF Group held security deposits of $0.2 million. One
of the two lessees, B.R.A., based in Brazil, defaulted in April/May 2000 and
the aircraft was repossessed. Rental arrears, associated with the lessee, at
the time of the repossession totaled $1.3 million are now deemed irrecoverable
and will be re-classified from Current Arrears to Bad Debts. See the discussion
on Bad Debts below.

A-4-9

Actual Current Arrears and Base Case Arrears.

The Movement in Current Arrears Balance measures the difference
in arrears balances between the start of the new Base Case, March 15, 2000, and
May 15, 2000. For the purposes of the Base Case only, any arrears owed by
lessees as at March 15, 2000 were assumed to be zero. Actual current arrears
were $3.2 million as at March 15, 2000 and these pertain to the Initial
Portfolio only. Actual Current Arrears as at May 15, 2000 were $3.6 million and
relate to the Combined Portfolio. See Section IV - "Recent Developments" for
information on the current level of arrears as of July 1, 2000 which covers
total arrears owed by lessees.

Net Stress-related Costs.

Net Stress-related Costs Net Stress-related Costs is a
combination of all the factors which can cause actual lease rentals received to
differ from the Contracted Lease Rental's. The 2000 Base Case assumed net
stress-related costs equal to 4.5% of the 2000 Base Case Lease Rentals.

Net Stress Related Costs Actual Base Case Variance
- ------------------------ ------ --------- --------
$M $M $M
Bad Debts....................... -
Security Deposits Drawn Down.... -
Restructured Arrears............
AOG............................. (0.7)
Other Leasing Income............ 1.2
Repossession Costs.............. (0.1)
---
Net Stress Related Costs (2.0) (2.0) 0.0
=== === ===

For April/May 2000, net stress-related costs amounted to $2.0
million (4.5% of 2000 Base Case Lease Rentals), in line with the 2000 Base Case
assumptions. A detailed analysis of net stress-related costs is provided in
item [6] to [11] below.

[6] Bad Debts and [7] Security Deposits Drawn Down.

In April/May 2000, no amounts were written off and no security
deposits were drawn down. See Section IV - "Recent Developments" for
information on the current level of Bad Debts as of July 1, 2000.

[8] Restructured Arrears.

Restructured arrears refer to current arrears that have been
capitalized and restructured into a note payable, which is repaid over an
agreed period. There were no losses from restructured arrears in April/May
2000. See Section IV - "Recent Developments" for information on the current
level of Restructured Arrears as of July 1, 2000.

[9] Aircraft on Ground ("AOG").

AOG is defined as the Base Case Lease Rental lost when an
aircraft is off-lease and non-revenue earning.

A-4-10

AOG Analysis for April/May 2000

Aircraft Type Old Lessee New Lessee Lost Rental
------------- ---------- ---------- -----------
$M
1 A310-300 Oman Air Region Air 0.2
2 B737-400 TAESA LOI 0.5
Total 0.7
===

The impact of AOG downtime amounted to $0.7 million during
April/May 2000. This was in respect of two aircraft: one A310-300 previously on
lease to Oman Air and terminated as scheduled and one B737-400 previously on
lease to TAESA and terminated early. See Section IV --"Recent Developments"
below for information on the current level of AOG costs as of July 1, 2000.

[10] Other Lease Income.

Other leasing income consists of miscellaneous income received
in connection with a lease other than contracted rentals, maintenance receipts
and security deposits, such as early termination payments or default interest.
In April/May 2000, other leasing income amounted to a negative $1.2 million
which relates to rentals which the Base Case assumed would be received in this
period but are due in the following month.

[11] Repossession Costs.

Repossession costs consist of legal and aircraft technical costs
incurred as a result of repossessing an aircraft. In April/May 2000,
repossession costs amounted to $0.1 million, which primarily related to
consultancy fees incurred during the repossession of the B747-300 previously on
lease to VARIG.

[13] Net Lease Rentals.

Net Lease Rentals is Contracted Lease Rentals plus the Movement
in Current Arrears Balance less Net Stress-related Costs. In April/May 2000,
net lease rentals amounted to $41.6 million, $0.9 million less than assumed in
the 2000 Base Case. The variance was primarily attributable to the increase in
current arrears discussed above.

[14] Interest Earned.

Interest earned relates to interest received on cash balances
held in the Collection and Expense Accounts. Cash held in the Collection
Account in April/May 2000 consisted of the cash liquidity reserve amount of
$30.0 million plus the intra-month cash balances for all the rentals and
maintenance payments collected prior to the monthly payment date. The Expense
Account contains cash set aside to pay for expenses which are expected to be
payable over the next three months. The average interest rate for the two-month
period was 5.93%, slightly less than the 5.97% assumed in the 2000 Base Case.
In April/May 2000, interest earned amounted to $0.6 million, $0.2 million more
than assumed in the 2000 Base Case. The difference is due primarily to interest
earned on the Aircraft Purchase Account prior to the acquisition of the
Lithuanian B737-300 on May 1, 2000.

[15] Drawings from Expense Account.

The Expense Account contains cash set aside each month from
current cash collections to pay for expenses which are expected to be payable
over the next three months. The level of Accrued Expenses is set each month by
the Administrative Agent. In April/May 2000, $5.1 million was drawn from the
Expense account to pay current expenses. The 2000 Base Case makes no assumption
as to the level of Accrued Expenses. Accrued Expenses are discussed separately
as line item number [28] in the Net Cash Collections section below.

A-4-11

[16] Net Maintenance.

Net maintenance refers to maintenance receipts less any
maintenance reimbursements paid to lessees. In April/May 2000, actual
maintenance receipts amounted to $4.0 million and maintenance expenditure
amounted to $7.1 million, generating negative net maintenance of $3.1 million.

Maintenance expenditure included costs incurred in the overhaul
of two engines on a B747-300 repossessed from Varig ($2.0 million), the
overhaul of two A310-300 airframes previously on lease to Oman air ($2.8
million) and the reimbursement from reserves for the overhaul of two engines
($2.0 million). The 2000 Base Case makes no assumptions for net maintenance as
it assumes that, over time, maintenance receipts will equal maintenance
expenditure. However, it is unlikely that in any particular Note Payment
Period, maintenance receipts will exactly equal maintenance expenditure.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and
SG&A Expenses. In April/May 2000, total cash expenses were $2.6 million, $0.4
million higher than the 2000 Base Case, which assumed total cash expenses of
$2.2 million.

Total Cash Expenses Actual Base Case Variance
- ------------------- ------ --------- --------
$M $M $M
Aircraft Operating Expenses.... (0.3) (0.3) -
SG&A Expenses.................. (2.3) (1.9) 0.4
--- --- ---
Total Cash Expenses............ (2.6) (2.2) 0.4
==== ==== ===

The difference is due to higher SG&A Expenses as discussed
below.

Aircraft Operating Expenses include all operational costs
related to the leasing of an aircraft including costs of insurance, re-leasing
and other overhead costs. In April/May 2000, Aircraft Operating Expenses
amounted to $0.3 million, the same as assumed in the 2000 Base Case, which
assumes these costs to be 0.8% of the 2000 Base Case Lease Rentals.

[18] Insurance.

Insurance costs of $0.2 million were incurred in April/May 2000
and relate to the payment of the quarterly premium in respect of the aircraft
contingent insurance programme.

[19] Re-leasing and other overhead costs.

Re-leasing and other overhead costs consist of miscellaneous
re-delivery and leasing costs associated with re-leasing events. In April/May
2000 these costs amounted to $0.1 million.

SG&A Expenses relate to fees paid to the Aircraft Servicer and
to other service providers. In April/May 2000, SG&A Expenses were $2.3 million
or $0.4 million higher than assumed in the 2000 Base Case. The variance is
described in items numbered [21] and [23] below.

[21] Aircraft Servicer Fees.

The Aircraft Servicer Fees are defined as amounts paid to the
Aircraft Servicer, ILFC, in accordance with the terms of the Servicing
Agreement. In April/May 2000, the total Aircraft Servicer fee paid was $1.5
million, in line with 2000 Base Case assumptions.

A-4-12

Aicraft Servicer Fees consist of $M
- -------------------------------- --
Base Fee............................................ 0.5
Rent Collected Fee.................................. 0.5
Rent Contracted Fee................................. 0.5
Incentive Fee 1999/2000*............................ 0.0
---- ---- ---
Total Servicer Fee.................................. 1.5
===

- ---------
*For financial year ended November 30, 2000

The Base Fee is a fixed amount per month per aircraft and
changes only as aircraft are acquired or sold. The Rent Contracted Fee is equal
to is of all rentals contracted. The Rent Collected Fee is equal to
approximately 1.25% of all rentals received. The Incentive fee applies to the
Initial Portfolio only and is set at 10% of all cash flow received above a
targeted annual amount set at the beginning of each financial year. No
incentive fee was payable to ILFC in April/May 2000 for the financial year
ended November 2000.

[23] Other Servicer Fees.

Other Servicer Fees relate to fees and expenses paid to other
service providers including the Administrative Agent, Financial Advisor, legal
advisors, accountants and Independent Trustees. In April/May 2000, Other
Servicer Fees amounted to $0.8 million as compared to an assumed expense of
$0.4 million in the 2000 Base Case, a positive variance of $0.4 million. The
variance is due primarily to the payment of the annual premium for the
Directors and Officers insurance coverage ($0.2 million).

NET CASH COLLECTIONS

"Net Cash Collections" equals Total Cash Collections less Total
Cash Expenses, Accrued Expenses, Interest Payments, Swap Payments and
Exceptional Items.

Net Cash Collections Actual Base Case Variance
- -------------------- ------ --------- --------
$M $M $M
Total Cash Collections...... 44.2 42.9 1.3
Total Cash Expenses......... (2.6) (2.2) (0.4)
Accrued Expenses............ (3.9) - (3.9)
Interest Payments........... (21.1) (20.9) (0.2)
Swap Payments............... (1.6) (1.8) 0.2
Exceptional Items........... - - -
---- ---- ---
Net Cash Collections........ 15.0 18.0 3.0
==== ==== ===

[26] Total Cash Collections.

As discussed above in line items [1] to [17] above in Cash
Collections, MSAF Group generated approximately $44.2 million in Total Cash
Collections, $1.3 million more than assumed in the 2000 Base Case.

[27] Total Cash Expenses.

As discussed above in line items [18] to [25] above in Cash
Expenses, MSAF Group incurred approximately $2.6 million in Total Cash
Expenses, $0.4 million more than assumed in the 2000 Base Case.

A-4-13

[28] Accrued Expenses.

Accrued Expenses represent the level of cash set aside in the
Expense Account each month to pay for expenses which are expected to be payable
over the next 3 months. In April/May 2000, $2.9 million was added to the
Closing Expense Account balance of $1.6 million (a total of to $4.5 million) to
fund future expenses, primarily maintenance.

[29] Interest Payments and [30] Swap Payments.

In April/May 2000, interest payments to Noteholders amounted to
$21.1 million. This is $0.2 million higher than the 2000 Base Case, which
assumed interest costs for April/May 2000 to be $20.9 million. The higher
interest cost was due to a higher than assumed debt balance outstanding during
the two month period and a higher than assumed average LIBOR rate. The average
LIBOR rate for April/May 2000 was 6.07% versus an assumed LIBOR rate of 5.97%.
The higher interest costs were offset by a reduction in the amount of swap
payments. MSAF paid $1.6 million in swap costs, $0.2 million less than assumed
in the 2000 Base Case.

[31] Exceptional Items.

Exceptional items refer to cash flows that occur infrequently
and are outside the normal business activities of MSAF. There were no
exceptional cash flows in April/May 2000.

[33] Principal Payments.

In April/May 2000, total principal payments to Noteholders
amounted to $15.0 million, $3.0 million less than assumed in the 2000 Base
Case, reflecting the lower Net Cash Collections available during this period,
mainly as a result of the higher than expected maintenance costs.

III Other Financial Data

[Intentionally omitted]

IV Recent Developments

[Intentionally omitted]

A-4-14

APPENDIX A TO APPENDIX 4

[Intentionally omitted]

A-4-15

APPENDIX B TO APPENDIX 4

[Intentionally omitted]

A-4-16

APPENDIX C TO APPENDIX 4

[Intentionally omitted]

A-4-17

APPENDIX 5

EXTRACT FROM CASH ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTH PERIOD FROM JUNE 1, 2000 TO AUGUST 31, 2000(1)

I Background and General Information

Morgan Stanley Aircraft Finance ("MSAF"), a Delaware business
trust, is a special purpose vehicle which owns aircraft subject to operating
leases. Under the terms of its Indenture, MSAF may acquire additional aircraft
and sell aircraft from the fleet. Any acquisition of additional aircraft will
be subject to certain confirmations with respect to the Notes from rating
agencies and compliance with certain operating covenants of MSAF as set out in
the Indenture.

Initial Portfolio

New Issuance

On March 15, 2000, MSAF refinanced the A-1 subclass Notes of
$400 million as part of a total issuance of $1,310 million of New Notes in five
subclasses (A-3, A-4, A-5, B-2 and C-2). In addition to the refinancing of the
A-1 subclass, the New Notes were issued in association with MSAF's acquisition
of 29 aircraft with a total appraised value of $1,047.8 million as of November
30, 1999 from a subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). MSDW
acquired two aircraft from an affiliate of GE Capital Corporation on March 19,
1999 and 27 aircraft from ILFC on August 6, 1999.

Combined Portfolio

As a result of the acquisition, the overall size of MSAF's
combined aircraft fleet is now 61 aircraft plus an engine with a total
appraised value of $2,000.9 million as of November 30, 1999. As of October 1,
2000, MSAF had 61 lease contracts in effect with 41 lessees based in 25
countries and one aircraft was off-lease as shown in Appendix A.

Management Discussion and Analysis

The discussion and analysis that follows in Section II and III
are based on the results of MSAF and its subsidiaries as a single entity
(collectively the "MSAF Group") for the Third Quarter 2000 and relates to the
combined portfolio of 61 aircraft plus an engine.

For the purposes of this report, the "Third Quarter 2000",
discussed in Section II shall comprise information from the monthly cash
reports dated June 15, 2000 to August 15, 2000. The financial data in this
report includes cash receipts from May 10, 2000 (first day of the Collection
Period for the June 2000 Report) up to August 9, 2000 (last day of the
Collection Period for the August 2000 Report). It also includes payments made
by MSAF Group between May 16, 2000 and up to August 15, 2000 (the Note Payment
Date for the August 2000 Report).

- ---------
(1) This is an extract from a report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 2000.

A-5-1

II Comparison of Actual Cash Flows versus the 2000 Base Case for the Third
Quarter 2000

The March 8, 2000 Offering Memorandum for the New Notes contains
assumptions in respect of MSAF Group's future cash flows and cash expenses (the
"2000 Base Case"). For the purpose of this report, "Net Cash Collections" is
defined as Total Cash Collections less Total Cash Expenses, Drawings from and
Transfers to Expense Account, Interest Payments, Swap Payments and Exceptional
Items. A discussion of the Cash Collections, Cash Expenses, Drawings from and
Transfers to Expense Account, Interest Payments, Swap Payments, Exceptional
Items and Principal Payments is given below and should be read in conjunction
with the analysis in Appendix B.

CASH COLLECTIONS

"Total Cash Collections" include Net Lease Rentals (Contracted
Lease Rentals plus Movement in Current Arrears Balance less Net Stress-related
Costs), Interest Earned, and Net Maintenance.

Actual Base Case Variance
------ --------- --------
Cash Collections $ MM $ MM $ MM
Lease Rentals 57.9 57.9 -
- - Renegotiated Leases - - -
- - Rental Resets - - -
Contracted Lease Rentals 57.9 57.9 -
Movement in Current Arrears Balance 0.1 - 0.1
Net Stress-related Costs 3.2 (2.7) 5.9
Net Lease Rentals 61.2 55.2 6.0
Interest Earned 1.1 0.6 0.5
Net Maintenance (3.5) - (3.5)
Total Cash Collections 58.8 55.8 3.0

In the Third Quarter 2000, MSAF Group generated approximately
$58.8 million in Total Cash Collections, $3.0 million more than assumed in the
2000 Base Case. This difference is due to a combination of the factors set out
below (the numbers in brackets refer to the line item number shown in Appendix
B).

A-5-2

[2] Renegotiated Leases

[3] Rental Resets

Rental Resets is a measure of the loss in rental revenue when
new lease rates are lower than those assumed in the 2000 Base Case. In the
Third Quarter 2000, one new lease was written. To compensate for a short lease
term (4 months), the lease rate was above market, resulting in a small increase
over the 2000 Base Case assumptions for this aircraft. See Section IV - "Recent
Developments" for a discussion of current re-leasing events as of October 1,
2000.

[4] Contracted Lease Rentals

Contracted Lease Rentals represents the current contracted lease
rental rollout which equates to the 2000 Base Case Lease Rentals less
adjustments for Renegotiated Leases and Rental Resets. For the Third Quarter
2000, Contracted Lease Rentals were $57.9 million, the same as assumed in the
2000 Base Case.

[5] Movement in Current Arrears Balance

Current Arrears are the total contracted lease rentals
outstanding from current lessees at a given date and excludes any amounts
classified as Bad Debts. The Current Arrears Balance at the end of the Second
Quarter 2000 (payment date of May 15, 2000) was $0.9 million versus $0.8
million at the end of the Third Quarter 2000, a decrease in arrears of $0.1
million.

Current Arrears Movement in Security
Current Arrears 5/15/00 8/15/00 Current Arrears Deposits Held
----------------------- ------- --------------- -------------
Aircraft Type Country $ MM $ MM $ MM $ MM
- ------------- -------

A310-300 Brazil 0.7 0.0 (0.7) -
B737-300 USA 0.2 0.0 (0.2) -
A320-200 Ireland 0.0 0.7 0.7 1.0
Engine Netherlands 0.0 0.1 0.1 0.1
Total 0.9 0.8 (0.1) 1.1

As of the Noteholders Report on August 15, 2000, two lessees
were in arrears, owing $0.8 million, against which MSAF Group held security
deposits of $1.1 million. See Section IV - "Recent Developments" for a
discussion of Current Arrears as of October 1, 2000.

Net Stress-related Costs

Net Stress-related Costs is a combination of all the factors
which can cause actual lease rentals received to differ from the Contracted
Lease Rentals. The 2000 Base Case assumed Net Stress-related Costs equal to
4.5% of the 2000 Base Case Lease Rentals.

Actual Base Case Variance
------ --------- --------
Net Stress-related Costs $ MM $ MM $ MM
Bad Debts (1.8)
Security Deposits Drawn Down 0.7
Restructured Arrears -
AOG (1.8)
Other Leasing Income 6.4
Repossession Costs (0.3)
Net Stress-related Costs 3.2 (2.7) 5.9

A-5-3

For the Third Quarter 2000, Net Stress-related Costs amounted to
positive income of $3.2 million. A detailed analysis of Net Stress-related
Costs is provided below in line items [6] to [11].

[6] Bad Debts and [7] Security Deposits Drawn Down

Bad Debts are rental arrears owed by lessees who have defaulted
and which are deemed irrecoverable. These arrears are partially offset by the
draw down of security deposits held and amounts subsequently recovered from the
defaulted lessee. In the Third Quarter 2000, rental arrears associated with two
lessees were deemed irrecoverable and classified as Bad Debts.

A former Brazilian lessee, B.R.A., defaulted on its obligations
under its lease of an A310-300 aircraft and the aircraft was repossessed in May
2000. The lease was scheduled to expire in July 2007. The total amount of
rental payments due under the lease at the date of repossession was $1.3
million. There was no security deposit held by MSAF Group to offset against the
arrears balance.

A second Brazilian lessee, VASP, defaulted on its obligations
under its lease of a B737-300 aircraft and the aircraft was repossessed in May
2000 following legal proceedings against VASP. The lease was scheduled to
expire in March 2003. The total rental payments due under the lease at the date
of repossession totaled $0.5 million. A security deposit of $0.7 million, held
by MSAF Group, was drawn down against this lessee, covering the arrears and a
portion of the expenditure incurred in returning the aircraft to a deliverable
condition.

[8] Restructured Arrears

Restructured Arrears refer to current arrears that have been
capitalized and restructured into a note payable, which is repaid over an
agreed period. There were no losses from Restructured Arrears in the Third
Quarter 2000. See Section IV - "Recent Developments" for information on the
current level of Restructured Arrears as of October 1, 2000.

[9] Aircraft on Ground ("AOG")

AOG is defined as the Base Case Lease Rental lost when an
aircraft is off-lease and non-revenue earning.

AOG Analysis for the Third Quarter 2000

Lost Rental
Aircraft Type Old Lessee New Lessee $ MM
------------- ---------- ---------- -----------
1 A310-300 B.R.A. Region Air 0.9
2 B737-300 VASP - 0.7
3 B737-400 TAESA Travel Service 0.2
Total 1.8

The impact of AOG downtime amounted to lost rental of $1.8
million during the Third Quarter 2000. This was in respect of three aircraft,
one A310-300 (previously on lease to B.R.A.), one B737-300 (previously on lease
to VASP) and one B737-400 (previously on lease to TAESA). All three leases were
terminated early and the aircraft repossessed. See Section IV - "Recent
Developments" for an analysis of AOG Costs as of October 1, 2000.

A-5-4

[10] Other Leasing Income

Other Leasing Income consists of miscellaneous income received
in connection with a lease other than contracted rentals, maintenance receipts
and security deposits, such as early termination payments, default interest or
payment for excess flight hours flown. In the Third Quarter 2000, Other Leasing
Income amounted to $6.4 million. This mainly related to $4.0 million received
in respect of an insurance claim submitted for the maintenance work, repairs
and services required to reconstruct the technical records following
repossession of a B757-200 aircraft from Guyana Airways. The remainder
consisted of $2.1 million received against arrears due before the New Issuance
Date (March 15, 2000) and $0.3 million received from a lessee in respect of the
fee payable upon exercise of an early termination option.

[11] Repossession Costs

Repossession Costs consist of legal and aircraft technical costs
incurred as a result of repossessing an aircraft. In the Third Quarter 2000,
Repossession Costs amounted to $0.3 million, which primarily related to
consultancy and legal fees incurred during the repossession of the A310-300
previously on lease to B.R.A. and repossession of the B737-300 previously on
lease to VASP.

[13] Net Lease Rentals

Net Lease Rentals is Contracted Lease Rentals plus the Movement
in Current Arrears Balance less Net Stress-related Costs. In the Third Quarter
2000, Net Lease Rentals amounted to $61.2 million, $6.0 million greater than
assumed in the 2000 Base Case. The variance was primarily attributable to the
increase in Other Leasing Income, which is discussed above in line item [10].

[14] Interest Earned

Interest Earned relates to interest received on cash balances
held in the Collection and Expense Accounts. Cash held in the Collection
Account in the Third Quarter 2000 consisted of the cash liquidity reserve
amount of $30.0 million, lessee Security Deposits of $18.3 million, plus the
intra-month cash balances for all the rentals and maintenance payments
collected prior to the monthly payment date. The Expense Account contains cash
set aside to pay for expenses which are expected to be payable over the next
three months. The average interest rate for the three-month period was 6.50%,
53 basis points greater than the 5.97% assumed in the 2000 Base Case. In the
Third Quarter 2000, Interest Earned amounted to $1.1 million, $0.5 million more
than assumed in the 2000 Base Case. The difference was due primarily to a
higher interest rate and interest earned on Other Leasing Income received
during the Third Quarter 2000.

[15] Net Maintenance

Net Maintenance refers to maintenance receipts less any
maintenance reimbursements paid to lessees. In the Third Quarter 2000, actual
maintenance receipts amounted to $6.8 million while maintenance expenditure
amounted to $10.3 million, generating negative Net Maintenance of $3.5 million.

Maintenance expenditure included costs incurred in the overhaul
of two A310-300 airframes previously on lease to Oman air ($2.4 million), the
overhaul of one B737-400 airframe previously on lease to TAESA ($1.0 million),
the reimbursement from reserves for the overhaul of five engines ($6.2 million)
and two C-Checks ($0.7 million). The 2000 Base Case made no assumptions for Net
Maintenance as it assumed that, over time, maintenance receipts will equal
maintenance expenditure. However, it is unlikely that in any particular Note
Payment Period, maintenance receipts will exactly equal maintenance
expenditure.

A-5-5

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and
SG&A Expenses. In the Third Quarter 2000, Total Cash Expenses were $3.0
million, the same as assumed in the 2000 Base Case, which assumed these costs
to be 5.0% of the 2000 Base Case Lease Rentals.

Actual Base Case Variance
Cash Expenses $ MM $ MM $ MM
- ------------- ------ --------- --------
Aircraft Operating Expenses (0.2) (0.5) 0.3
SG&A Expenses (2.8) (2.5) (0.3)
Total Cash Expenses (3.0) (3.0) -

Aircraft Operating Expenses include all operational costs
related to the leasing of an aircraft including costs of insurance, re-leasing
and other overhead costs. In the Third Quarter 2000, Aircraft Operating
Expenses amounted to $0.2 million, $0.3 million less than the 2000 Base Case,
which assumed these costs to be 0.8% of the 2000 Base Case Lease Rentals.

[17] Insurance

Insurance costs of $0.1 million were incurred in the Third
Quarter 2000 and related to the payment of the quarterly premium in respect of
the aircraft contingent insurance program.

[18] Re-leasing and other overhead costs

Re-leasing and other overhead costs consist of miscellaneous
re-delivery and leasing costs associated with re- leasing events. In the Third
Quarter 2000 these costs amounted to $0.1 million.

SG&A Expenses relate to fees paid to the Aircraft Servicer
and to other service providers. In the Third Quarter 2000, SG&A Expenses were
$2.8 million, $0.3 million higher than assumed in the 2000 Base Case. The
variance is described below in line items [20] and [21].

[20] Aircraft Servicer Fees

The Aircraft Servicer Fees are defined as amounts paid to the
Aircraft Servicer, ILFC, in accordance with the terms of the Servicing
Agreement. In the Third Quarter 2000, the total Aircraft Servicer Fees paid was
$2.0 million, in line with the 2000 Base Case assumptions.

Aircraft Servicer Fees consist of:
$ MM
Base Fee 0.7
Rent Collected Fee 0.7
Rent Contracted Fee 0.6
Incentive Fee 1999/2000* 0.0
---
Total Servicer Fee 2.0

- ---------
*For financial year ended November 30, 2000

The Base Fee is a fixed amount per month per aircraft and
changes only as aircraft are acquired or sold. The Rent Contracted Fee is equal
to 1% of all rentals contracted in the current calendar month. The Rent
Collected Fee is equal to approximately 1.25% of all rentals received during
the previous calendar month. The Incentive Fee applies to the Initial Portfolio
only and is set at 10% of all cash flow received above a targeted annual amount
set in the Operating Budget at the beginning of each financial year. No
Incentive Fee was payable to ILFC in the Third Quarter 2000 for the financial
year ended November 2000.

A-5-6

[21] Other Servicer Fees

Other Servicer Fees relate to fees and expenses paid to other
service providers including the Administrative Agent, Financial Advisor, legal
advisors, accountants and Independent Trustees. In the Third Quarter 2000,
Other Servicer Fees amounted to $0.8 million as compared to an assumed expense
of $0.5 million in the 2000 Base Case, a variance of $0.3 million. The variance
was due primarily to the payment of $0.3 million for the registration of the
New Notes with the Securities and Exchange Commission.

NET CASH COLLECTIONS

"Net Cash Collections" equals Total Cash Collections less Total
Cash Expenses, Drawings from and Transfers to Expense Account, Interest
Payments, Swap Payments and Exceptional Items.

Actual Base Case Variance
Net Cash Collections $ MM $ MM $ MM
- -------------------- ------ --------- --------
Total Cash Collections 58.8 55.8 3.0
Total Cash Expenses (3.0) (3.0) -
Drawings from Expense Account 11.2 - 11.2
Transfers to Expense Account (10.8) - 10.8)
Interest Payments (33.7) (31.1) (2.6)
Swap Payments (0.2) (2.5) 2.3
Exceptional Items - - -
Net Cash Collections 22.3 19.2 3.1

[23] Total Cash Collections

As discussed in line items [1] to [15], MSAF Group generated
approximately $58.8 million in Total Cash Collections, $3.0 million more than
assumed in the 2000 Base Case.

[24] Total Cash Expenses

As discussed in line items [17] to [21], MSAF Group incurred
approximately $3.0 million in Total Cash Expenses, the same as assumed in the
2000 Base Case.

[25] Drawings from Expense Account

The Expense Account contains cash set aside each month from
current cash collections to pay for expenses which are expected to be payable
over the next three months. The Administrative Agent determines the level of
cash set aside each month. In the Third Quarter 2000, $11.2 million was drawn
from the Expense account to pay expenses incurred and which were payable during
the period. The 2000 Base Case made no assumption as to the level of these
Drawings.

[26] Transfers to Expense Account

Transfers to the Expense Account represents the level of cash
set aside each month to pay for expenses which are expected to be payable over
the next three months. During the Third Quarter 2000, $10.8 million was
transferred to the Expense Account. As at August 15, 2000, the closing balance
on the Expense Account was $4.1 million, which will be used to fund future
expenses, primarily maintenance.

[27] Interest Payments and [28] Swap Payments

In the Third Quarter 2000, Interest Payments to Noteholders
amounted to $33.7 million. This is $2.6 million higher than the 2000 Base Case,
which assumed interest costs for the Third Quarter 2000 to be $31.1 million.
The higher interest payments are due to a higher than assumed debt balance
outstanding during the three month period

A-5-7

and a higher than assumed average LIBOR. The average LIBOR for the Third
Quarter 2000 was 6.60% versus an assumed LIBOR of 5.97%. The higher interest
costs were offset by a reduction in the amount of Swap Payments. MSAF paid $0.2
million in swap costs, $2.3 million less than assumed in the 2000 Base Case.

[29] Exceptional Items

Exceptional Items refer to cash flows that occur infrequently
and are outside the normal business activities of MSAF. There were no
exceptional cash flows in the Third Quarter 2000.

[31] Principal Payments

In the Third Quarter 2000, total Principal Payments to
Noteholders amounted to $22.3 million, $3.1 million greater than assumed in the
2000 Base Case, reflecting the higher Net Cash Collections available during
this period, mainly as a result of Other Leasing Income.

III Other Financial Data

[Intentionally omitted]

IV Recent Developments

[Intentionally omitted]

A-5-8

APPENDIX A TO APPENDIX 5

[Intentionally omitted]

A-5-9

APPENDIX B TO APPENDIX 5

[Intentionally omitted]

A-5-10

APPENDIX C TO APPENDIX 5

[Intentionally omitted]

A-5-11

APPENDIX 6

MONTHLY LEASE RENTALS UNDER THE BASE CASE

Base Case
Month Lease Rentals
- ----- -------------
(US$)
April 2000..........................................................26,299,918
May 2000............................................................18,159,742
June 2000...........................................................22,702,755
July 2000...........................................................16,973,964
August 2000.........................................................18,180,075
September 2000......................................................22,710,991
October 2000........................................................17,515,197
November 2000.......................................................18,107,622
December 2000.......................................................22,034,089
January 2001........................................................17,075,927
February 2001.......................................................18,330,805
March 2001..........................................................22,037,187
April 2001..........................................................17,542,045
May 2001............................................................17,944,760
June 2001...........................................................21,953,432
July 2001...........................................................17,395,741
August 2001.........................................................18,330,552
September 2001......................................................21,972,775
October 2001........................................................18,235,068
November 2001.......................................................18,193,373
December 2001.......................................................21,892,987
January 2002........................................................17,316,872
February 2002.......................................................18,242,523
March 2002..........................................................21,891,090
April 2002..........................................................18,134,870
May 2002............................................................18,301,447
June 2002...........................................................20,853,005
July 2002...........................................................17,913,605
August 2002.........................................................18,794,469
September 2002......................................................20,883,069
October 2002........................................................18,513,025
November 2002.......................................................18,508,469
December 2002.......................................................20,599,744
January 2003........................................................17,643,920
February 2003.......................................................18,422,727
March 2003..........................................................20,111,157
April 2003..........................................................18,893,938
May 2003............................................................18,112,813
June 2003...........................................................20,348,317
July 2003...........................................................18,249,207
August 2003.........................................................18,253,943
September 2003......................................................20,231,608
October 2003........................................................19,517,466
November 2003.......................................................18,493,358
December 2003.......................................................19,561,358
January 2004........................................................18,481,749
February 2004.......................................................18,469,498
March 2004..........................................................19,533,340
April 2004..........................................................19,677,006
May 2004............................................................18,504,306
June 2004...........................................................19,521,306
July 2004...........................................................18,430,517
August 2004.........................................................18,459,855
September 2004......................................................19,527,855
October 2004........................................................19,639,542
November 2004.......................................................18,280,958
December 2004.......................................................19,414,568
January 2005........................................................18,346,568
February 2005.......................................................18,346,568
March 2005..........................................................19,108,977

A-6-1

Base Case
Month Lease Rentals
- ----- -------------
(US$)
April 2005..........................................................19,548,058
May 2005............................................................18,472,563
June 2005...........................................................18,599,571
July 2005...........................................................18,599,571
August 2005.........................................................18,570,875
September 2005......................................................18,570,875
October 2005........................................................19,570,182
November 2005.......................................................18,537,872
December 2005.......................................................18,524,210
January 2006........................................................18,524,210
February 2006.......................................................18,524,210
March 2006..........................................................18,481,857
April 2006..........................................................19,292,858
May 2006............................................................18,407,089
June 2006...........................................................18,348,828
July 2006...........................................................18,327,189
August 2006.........................................................18,275,570
September 2006......................................................18,264,257
October 2006........................................................19,086,028
November 2006.......................................................18,222,843
December 2006.......................................................18,194,251
January 2007........................................................18,157,532
February 2007.......................................................18,157,532
March 2007..........................................................18,157,532
April 2007..........................................................18,941,919
May 2007............................................................18,097,911
June 2007...........................................................18,082,659
July 2007...........................................................18,082,659
August 2007.........................................................17,773,434
September 2007......................................................17,773,434
October 2007........................................................18,509,901
November 2007.......................................................17,762,088
December 2007.......................................................17,685,852
January 2008........................................................17,685,852
February 2008.......................................................17,641,560
March 2008..........................................................17,604,067
April 2008..........................................................17,456,460
May 2008............................................................17,368,338
June 2008...........................................................17,352,204
July 2008...........................................................17,335,388
August 2008.........................................................17,335,388
September 2008......................................................17,335,388
October 2008........................................................17,258,270
November 2008.......................................................17,162,540
December 2008.......................................................17,162,540
January 2009........................................................17,152,670
February 2009.......................................................17,142,842
March 2009..........................................................17,133,034
April 2009..........................................................17,133,034
May 2009............................................................17,069,632
June 2009...........................................................17,069,632
July 2009...........................................................17,012,965
August 2009.........................................................16,965,429
September 2009......................................................16,965,429
October 2009........................................................16,965,429
November 2009.......................................................16,894,311
December 2009.......................................................16,857,998
January 2010........................................................16,857,998
February 2010.......................................................16,857,998
March 2010..........................................................16,826,929

A-6-1

Base Case
Month Lease Rentals
- ----- -------------
(US$)
April 2010..........................................................16,664,711
May 2010............................................................16,664,711
June 2010...........................................................16,580,826
July 2010...........................................................22,716,139
August 2010.........................................................16,330,653
September 2010......................................................16,330,653
October 2010........................................................16,165,499
November 2010.......................................................15,972,159
December 2010.......................................................25,116,702
January 2011........................................................15,809,809
February 2011.......................................................15,809,809
March 2011..........................................................15,719,809
April 2011..........................................................15,640,874
May 2011............................................................15,584,748
June 2011...........................................................15,451,427
July 2011...........................................................15,410,251
August 2011.........................................................15,385,486
September 2011......................................................15,365,122
October 2011........................................................15,365,122
November 2011.......................................................15,294,127
December 2011.......................................................15,235,323
January 2012........................................................15,174,614
February 2012.......................................................15,174,614
March 2012..........................................................15,174,614
April 2012..........................................................20,638,135
May 2012............................................................14,870,783
June 2012...........................................................18,311,527
July 2012...........................................................14,710,999
August 2012.........................................................14,708,671
September 2012......................................................19,885,660
October 2012........................................................17,867,304
November 2012.......................................................14,229,433
December 2012.......................................................14,068,037
January 2013........................................................14,068,037
February 2013.......................................................13,987,507
March 2013..........................................................13,924,739
April 2013..........................................................17,084,281
May 2013............................................................21,997,135
June 2013...........................................................13,234,803
July 2013...........................................................13,186,455
August 2013.........................................................13,186,455
September 2013......................................................13,186,455
October 2013........................................................16,716,779
November 2013.......................................................16,192,838
December 2013.......................................................12,758,040
January 2014........................................................21,406,124
February 2014.......................................................17,554,276
March 2014..........................................................12,120,782
April 2014..........................................................18,270,505
May 2014............................................................11,756,471
June 2014...........................................................11,756,471
July 2014...........................................................11,641,183
August 2014.........................................................11,535,363
September 2014......................................................11,535,363
October 2014........................................................11,535,363
November 2014.......................................................11,396,514
December 2014.......................................................11,329,940
January 2015........................................................11,329,940
February 2015.......................................................11,329,940
March 2015..........................................................11,254,486

A-6-1

April 2015..........................................................18,207,074
May 2015............................................................17,111,705
June 2015...........................................................10,379,234
July 2015...........................................................10,379,234
August 2015.........................................................10,379,234
September 2015......................................................10,379,234
October 2015........................................................18,131,152
November 2015........................................................9,738,110
December 2015........................................................9,686,195
January 2016.........................................................9,686,195
February 2016........................................................9,686,195
March 2016...........................................................9,686,195
April 2016...........................................................9,634,807
May 2016.............................................................9,634,807
June 2016...........................................................26,972,818
July 2016............................................................8,610,359
August 2016..........................................................8,537,659
September 2016.......................................................8,494,670
October 2016........................................................24,494,266
November 2016........................................................7,834,803
December 2016........................................................7,718,814
January 2017........................................................11,299,052
February 2017........................................................7,529,178
March 2017..........................................................24,025,724
April 2017..........................................................19,820,868
May 2017.............................................................6,308,438
June 2017............................................................9,883,191
July 2017............................................................6,087,449
August 2017..........................................................6,082,582
September 2017.......................................................6,082,582
October 2017.........................................................5,925,310
November 2017........................................................5,925,310
December 2017........................................................5,839,716
January 2018.........................................................5,839,716
February 2018.......................................................11,592,746
March 2018...........................................................9,821,985
April 2018..........................................................18,282,691
May 2018.............................................................7,206,060
June 2018...........................................................12,209,340
July 2018............................................................4,054,017
August 2018.........................................................11,383,758
September 2018.......................................................3,699,201
October 2018.........................................................3,699,201
November 2018........................................................7,763,854
December 2018........................................................6,892,544
January 2019.........................................................3,282,827
February 2019........................................................3,241,548
March 2019...........................................................8,695,766
April 2019...........................................................2,934,047
May 2019............................................................17,918,100
June 2019............................................................2,400,637
July 2019............................................................2,400,637
August 2019..........................................................2,400,637
September 2019.......................................................5,169,376
October 2019........................................................11,007,345
November 2019........................................................5,574,365
December 2019........................................................5,206,064
January 2020.........................................................1,632,100
February 2020........................................................1,632,100
March 2020...........................................................1,632,100
April 2020..........................................................13,561,661
May 2020.............................................................1,246,451
June 2020............................................................4,719,329
July 2020............................................................1,783,087
August 2020..........................................................1,048,152
September 2020.......................................................1,048,152
October 2020.........................................................1,048,152
November 2020........................................................1,048,152
December 2020........................................................5,937,046
January 2021.........................................................2,501,666
February 2021........................................................2,484,770
March 2021...........................................................2,429,037
April 2021.............................................................506,143
May 2021...............................................................506,143
June 2021............................................................5,481,496
July 2021..............................................................309,573
August 2021..........................................................6,197,419
September 2021...............................................................0

A-6-2

APPENDIX 7

ASSUMED PORTFOLIO VALUES

Assumed Assumed Assumed
Month Portfolio Value Month Portfolio Value Month Portfolio Value
----- --------------- ----- --------------- ----- ---------------
(US$ millions) (US$ millions) (US$ millions)

March 2000..........2,049.12 November 2004.....1,608.39 August 2009.......1,052.32
April 2000..........2,042.09 December 2004.....1,599.61 September 2009....1,041.50
May 2000............2,035.02 January 2005......1,590.80 October 2009......1,030.64
June 2000...........2,027.92 February 2005.....1,581.96 November 2009.....1,019.74
July 2000...........2,020.80 March 2005........1,573.08 December 2009.....1,008.80
August 2000.........2,013.64 April 2005........1,564.17 January 2010........997.82
September 2000......2,006.46 May 2005..........1,555.23 February 2010.......986.81
October 2000........1,999.25 June 2005.........1,546.25 March 2010..........975.75
November 2000.......1,992.01 July 2005.........1,537.24 April 2010..........964.66
December 2000.......1,984.73 August 2005.......1,528.20 May 2010............953.53
January 2001........1,977.43 September 2005....1,519.12 June 2010...........942.35
February 2001.......1,970.10 October 2005......1,510.01 July 2010...........931.25
March 2001..........1,962.74 November 2005.....1,500.86 August 2010.........920.30
April 2001..........1,955.35 December 2005.....1,491.68 September 2010......909.30
May 2001............1,947.93 January 2006......1,482.46 October 2010........898.27
June 2001...........1,940.48 February 2006.....1,473.21 November 2010.......887.19
July 2001...........1,933.01 March 2006........1,463.93 December 2010.......876.38
August 2001.........1,925.50 April 2006........1,454.61 January 2011........865.67
September 2001......1,917.96 May 2006..........1,445.25 February 2011.......854.93
October 2001........1,910.39 June 2006.........1,435.86 March 2011..........844.14
November 2001.......1,902.79 July 2006.........1,426.44 April 2011..........833.32
December 2001.......1,895.16 August 2006.......1,416.98 May 2011............822.47
January 2002........1,887.50 September 2006....1,407.48 June 2011...........811.57
February 2002.......1,879.81 October 2006......1,397.95 July 2011...........800.64
March 2002..........1,872.09 November 2006.....1,388.39 August 2011.........789.66
April 2002..........1,864.33 December 2006.....1,378.79 September 2011......778.65
May 2002............1,856.55 January 2007......1,369.15 October 2011........767.60
June 2002...........1,848.74 February 2007.....1,359.48 November 2011.......756.64
July 2002...........1,840.89 March 2007........1,349.77 December 2011.......745.77
August 2002.........1,833.02 April 2007........1,340.03 January 2012........734.87
September 2002......1,825.11 May 2007..........1,330.25 February 2012.......723.92
October 2002........1,817.18 June 2007.........1,320.43 March 2012..........712.94
November 2002.......1,809.21 July 2007.........1,310.58 April 2012..........702.05
December 2002.......1,801.21 August 2007.......1,300.70 May 2012............691.25
January 2003........1,793.18 September 2007....1,290.77 June 2012...........680.51
February 2003.......1,785.11 October 2007......1,280.81 July 2012...........669.81
March 2003..........1,777.02 November 2007.....1,270.82 August 2012.........659.07
April 2003..........1,768.89 December 2007.....1,260.78 September 2012......648.50
May 2003............1,760.74 January 2008......1,250.71 October 2012........638.07
June 2003...........1,752.55 February 2008.....1,240.61 November 2012.......627.70
July 2003...........1,744.32 March 2008........1,230.47 December 2012.......617.29
August 2003.........1,736.07 April 2008........1,220.29 January 2013........606.84
September 2003......1,727.79 May 2008..........1,210.07 February 2013.......596.36
October 2003........1,719.47 June 2008.........1,199.82 March 2013..........585.84
November 2003.......1,711.12 July 2008.........1,189.52 April 2013..........575.36
December 2003.......1,702.74 August 2008.......1,179.20 May 2013............565.19
January 2004........1,694.32 September 2008....1,168.83 June 2013...........555.23
February 2004.......1,685.88 October 2008......1,158.43 July 2013...........545.24
March 2004..........1,677.40 November 2008.....1,147.99 August 2013.........535.21
April 2004..........1,668.89 December 2008.....1,137.51 September 2013......525.15
May 2004............1,660.34 January 2009......1,126.99 October 2013........515.05
June 2004...........1,651.77 February 2009.....1,116.44 November 2013.......505.17
July 2004...........1,643.16 March 2009........1,105.85 December 2013.......495.35
August 2004.........1,634.51 April 2009........1,095.22 January 2014........485.82
September 2004......1,625.84 May 2009..........1,084.55 February 2014.......476.46
October 2004........1,617.13 June 2009.........1,073.84 March 2014..........467.21
July 2009.........1,063.10 April 2014..........458.06
May 2014............449.04
A-7-1

Assumed Assumed Assumed
Month Portfolio Value Month Portfolio Value Month Portfolio Value
(US$ millions) (US$ millions) (US$ millions)

June 2014............439.98 July 2019.............31.26
July 2014............430.89 August 2019...........28.57
August 2014..........421.77 September 2019........25.88
September 2014.......412.62 October 2019..........23.72
October 2014.........403.44 November 2019.........21.66
November 2014........394.22 December 2019.........19.73
December 2014........384.98 January 2020..........17.91
January 2015.........375.70 February 2020.........16.07
February 2015........366.39 March 2020............14.24
March 2015...........357.05 April 2020............12.68
April 2015...........347.96 May 2020..............11.39
May 2015.............339.11 June 2020.............10.30
June 2015............330.35 July 2020..............9.23
July 2015............321.57 August 2020............8.16
August 2015..........312.76 September 2020.........7.09
September 2015.......303.92 October 2020...........6.01
October 2015.........295.17 November 2020..........4.93
November 2015........286.66 December 2020..........3.93
December 2015........278.12 January 2021...........3.16
January 2016.........269.54 February 2021..........2.41
February 2016........260.94 March 2021.............1.78
March 2016...........252.31 April 2021.............1.24
April 2016...........243.65 May 2021...............0.69
May 2016.............234.96 June 2021..............0.35
June 2016............226.49 July 2021..............0.07
July 2016............218.59 August 2021...............0
August 2016..........210.66
September 2016.......202.70
October 2016.........195.22
November 2016........187.98
December 2016........180.72
January 2017.........173.44
February 2017........166.31
March 2017...........159.74
April 2017...........153.72
May 2017.............147.93
June 2017............142.21
July 2017........... 136.56
August 2017..........130.89
September 2017.......125.20
October 2017.........119.49
November 2017........113.76
December 2017........108.01
January 2018.........102.25
February 2018.........96.59
March 2018............91.19
April 2018............86.18
May 2018..............81.55
June 2018.............77.27
July 2018.............73.03
August 2018...........68.91
September 2018........65.00
October 2018..........61.07
November 2018.........57.25
December 2018.........53.52
January 2019..........49.93
February 2019.........46.32
March 2019............42.82
April 2019............39.46
May 2019..............36.60
June 2019.............33.94

A-7-2

APPENDIX 8

CLASS A PERCENTAGES

Class A Class A Class A Class A Class A Class A
Payment Date Minimum Scheduled Supplemental Payment Date Minimum Scheduled Supplemental
Occurring in Percentage Percentage Percentage Occurring in Percentage Percentage Percentage
------------ ---------- ---------- ---------- ------------ ---------- ---------- ----------

March 2000..... 68.55% 68.55% 58.27% March 2005..... 68.37% 67.76% 54.25%
April 2000..... 68.55% 68.54% 58.27% April 2005..... 68.38% 67.74% 54.11%
May 2000....... 68.55% 68.52% 58.26% May 2005....... 68.37% 67.73% 53.97%
June 2000...... 68.54% 68.51% 58.26% June 2005...... 68.37% 67.72% 53.82%
July 2000...... 68.54% 68.50% 58.25% July 2005...... 68.36% 67.71% 53.68%
August 2000.... 68.54% 68.48% 58.24% August 2005.... 68.36% 67.69% 53.53%
September 2000. 68.53% 68.47% 58.23% September 2005. 68.36% 67.68% 53.38%
October 2000... 68.53% 68.46% 58.22% October 2005... 68.36% 67.67% 53.22%
November 2000.. 68.53% 68.44% 58.21% November 2005.. 68.35% 67.65% 53.07%
December 2000.. 68.53% 68.43% 58.19% December 2005.. 68.35% 67.64% 52.91%
January 2001... 68.52% 68.42% 58.17% January 2006... 68.35% 67.63% 52.75%
February 2001.. 68.52% 68.40% 58.15% February 2006.. 68.35% 67.62% 52.58%
March 2001..... 68.51% 68.39% 58.12% March 2006..... 68.34% 67.60% 52.42%
April 2001..... 68.51% 68.38% 58.10% April 2006..... 68.34% 67.59% 52.25%
May 2001....... 68.51% 68.36% 58.07% May 2006....... 68.34% 67.58% 52.08%
June 2001...... 68.51% 68.35% 58.04% June 2006...... 68.34% 67.57% 51.91%
July 2001...... 68.50% 68.34% 58.01% July 2006...... 68.33% 67.55% 51.73%
August 2001.... 68.50% 68.32% 57.97% August 2006.... 68.33% 67.55% 51.55%
September 2001. 68.50% 68.31% 57.93% September 2006. 68.33% 67.53% 51.37%
October 2001... 68.50% 68.30% 57.89% October 2006... 68.33% 67.52% 51.19%
November 2001.. 68.49% 68.28% 57.85% November 2006.. 68.32% 67.50% 51.00%
December 2001.. 68.49% 68.27% 57.81% December 2006.. 68.32% 67.49% 50.82%
January 2002... 68.48% 68.26% 57.76% January 2007... 68.32% 67.47% 50.62%
February 2002.. 68.48% 68.24% 57.71% February 2007.. 68.32% 67.47% 50.43%
March 2002..... 68.48% 68.23% 57.66% March 2007..... 68.31% 67.45% 50.24%
April 2002..... 68.48% 68.22% 57.61% April 2007..... 68.31% 67.44% 50.04%
May 2002....... 68.47% 68.20% 57.55% May 2007....... 68.31% 67.42% 49.84%
June 2002...... 68.47% 68.19% 57.49% June 2007...... 68.31% 67.42% 49.64%
July 2002...... 68.47% 68.18% 57.43% July 2007...... 68.30% 67.40% 49.43%
August 2002.... 68.47% 68.16% 57.37% August 2007.... 68.31% 67.39% 49.22%
September 2002. 68.46% 68.15% 57.30% September 2007. 67.68% 66.77% 48.57%
October 2002... 68.46% 68.14% 57.24% October 2007... 67.69% 66.77% 48.36%
November 2002.. 68.45% 68.13% 57.17% November 2007.. 67.69% 66.76% 48.16%
December 2002.. 68.45% 68.11% 57.09% December 2007.. 67.70% 66.76% 47.95%
January 2003... 68.45% 68.10% 57.02% January 2008... 67.70% 66.75% 47.73%
February 2003.. 68.45% 68.09% 56.94% February 2008.. 67.71% 66.75% 47.52%
March 2003..... 68.44% 68.07% 56.86% March 2008..... 67.71% 66.74% 47.30%
April 2003..... 68.44% 68.06% 56.78% April 2008..... 67.72% 66.74% 47.08%
May 2003....... 68.44% 68.05% 56.70% May 2008....... 67.72% 66.73% 46.86%
June 2003...... 68.44% 68.03% 56.61% June 2008...... 67.73% 66.73% 46.63%
July 2003...... 68.43% 68.02% 56.52% July 2008...... 67.74% 66.72% 46.40%
August 2003.... 68.43% 68.01% 56.43% August 2008.... 67.75% 66.71% 46.17%
September 2003. 68.43% 67.99% 56.34% September 2008. 67.75% 66.71% 45.94%
October 2003... 68.43% 67.98% 56.24% October 2008... 67.76% 66.70% 45.70%
November 2003.. 68.42% 67.97% 56.15% November 2008.. 67.76% 66.71% 45.47%
December 2003.. 68.42% 67.95% 56.04% December 2008.. 67.77% 66.70% 45.23%
January 2004... 68.41% 67.94% 55.94% January 2009... 67.78% 66.70% 44.99%
February 2004.. 68.41% 67.93% 55.84% February 2009.. 67.79% 66.70% 44.74%
March 2004..... 68.41% 67.91% 55.73% March 2009..... 67.79% 66.70% 44.49%
April 2004..... 68.41% 67.90% 55.62% April 2009..... 67.80% 66.70% 44.25%
May 2004....... 68.40% 67.89% 55.51% May 2009....... 67.81% 66.70% 43.99%
June 2004...... 68.40% 67.88% 55.39% June 2009...... 67.82% 66.70% 43.74%
July 2004...... 68.40% 67.86% 55.27% July 2009...... 67.83% 66.69% 43.48%
August 2004.... 68.40% 67.85% 55.15% August 2009.... 67.84% 66.69% 43.22%
September 2004. 68.39% 67.84% 55.03% September 2009. 67.84% 66.69% 42.96%
October 2004 .. 68.39% 67.82% 54.91% October 2009... 67.86% 66.69% 42.70%
November 2004.. 68.39% 67.81% 54.78% November 2009.. 67.86% 66.69% 42.43%
December 2004.. 68.39% 67.80% 54.65% December 2009.. 67.88% 66.69% 42.16%
January 2005... 68.38% 67.78% 54.52% January 2010... 67.89% 66.70% 41.89%
February 2005.. 68.38% 67.77% 54.38% February 2010.. 67.90% 66.69% 41.62%

A-8-1

CLASS A PERCENTAGES

March 2010..... 67.91% 66.70% 41.34% March 2015..... 67.95% 65.72% 19.69%
April 2010..... 67.92% 66.69% 41.07% April 2015..... 67.92% 65.64% 19.24%
May 2010....... 67.93% 66.70% 40.78% May 2015....... 67.88% 65.55% 18.79%
June 2010...... 67.95% 66.70% 40.50% June 2015...... 67.83% 65.46% 18.34%
July 2010...... 67.96% 66.71% 40.22% July 2015...... 67.80% 65.36% 17.89%
August 2010.... 67.98% 66.70% 39.93% August 2015.... 67.75% 65.26% 17.43%
September 2010. 67.99% 66.72% 39.64% September 2015. 67.70% 65.15% 16.97%
October 2010... 68.01% 66.71% 39.35% October 2015... 67.65% 65.03% 16.51%
November 2010.. 68.02% 66.73% 39.05% November 2015.. 67.60% 64.92% 16.05%
December 2010.. 68.04% 66.73% 38.76% December 2015.. 67.54% 64.79% 15.58%
January 2011... 68.05% 66.74% 38.46% January 2016... 67.48% 64.65% 15.11%
February 2011.. 68.07% 66.74% 38.15% February 2016.. 67.41% 64.51% 14.64%
March 2011..... 68.09% 66.75% 37.85% March 2016..... 67.34% 64.36% 14.17%
April 2011..... 68.11% 66.76% 37.54% April 2016..... 67.26% 64.20% 13.69%
May 2011....... 68.13% 66.77% 37.23% May 2016....... 67.18% 64.04% 13.21%
June 2011...... 68.15% 66.78% 36.92% June 2016...... 67.10% 63.86% 12.73%
July 2011...... 68.17% 66.79% 36.61% July 2016...... 67.01% 63.69% 12.24%
August 2011.... 68.19% 66.80% 36.29% August 2016.... 66.92% 63.51% 11.76%
September 2011. 68.21% 66.82% 35.98% September 2016. 66.81% 63.31% 11.27%
October 2011... 68.24% 66.82% 35.65% October 2016... 66.71% 63.11% 10.78%
November 2011.. 68.25% 66.83% 35.33% November 2016.. 66.60% 62.91% 10.29%
December 2011.. 68.25% 66.82% 34.99% December 2016.. 66.50% 62.69% 9.79%
January 2012... 68.25% 66.81% 34.65% January 2017... 66.37% 62.46% 9.30%
February 2012.. 68.25% 66.80% 34.31% February 2017.. 66.25% 62.23% 8.80%
March 2012..... 68.25% 66.79% 33.96% March 2017..... 66.12% 61.99% 8.30%
April 2012..... 68.26% 66.78% 33.61% April 2017..... 65.98% 61.75% 7.79%
May 2012....... 68.26% 66.78% 33.26% May 2017....... 65.85% 61.50% 7.29%
June 2012...... 68.26% 66.77% 32.91% June 2017...... 65.71% 61.23% 6.78%
July 2012...... 68.27% 66.76% 32.55% July 2017...... 65.56% 60.97% 6.27%
August 2012.... 68.27% 66.75% 32.20% August 2017.... 65.40% 60.68% 5.76%
September 2012. 68.28% 66.72% 31.84% September 2017. 65.24% 60.39% 5.25%
October 2012... 68.28% 66.71% 31.47% October 2017... 65.06% 60.09% 4.73%
November 2012.. 68.28% 66.70% 31.10% November 2017.. 64.88% 59.77% 4.21%
December 2012.. 68.29% 66.70% 30.73% December 2017.. 64.68% 59.43% 3.69%
January 2013... 68.29% 66.68% 30.36% January 2018... 64.46% 59.09% 3.17%
February 2013.. 68.29% 66.68% 29.99% February 2018.. 64.25% 58.73% 2.65%
March 2013..... 68.29% 66.68% 29.61% March 2018..... 64.02% 58.36% 2.12%
April 2013..... 68.28% 66.66% 29.23% April 2018..... 63.79% 57.98% 1.59%
May 2013....... 68.28% 66.65% 28.84% May 2018....... 63.55% 57.60% 1.06%
June 2013...... 68.27% 66.62% 28.45% June 2018...... 63.30% 57.20% 0.53%
July 2013...... 68.26% 66.61% 28.06% July 2018...... 63.03% 56.79% 0.00%
August 2013.... 68.25% 66.58% 27.67% August 2018.... 62.76% 56.36%
September 2013. 68.24% 66.55% 27.27% September 2018. 62.48% 55.93%
October 2013 68.23% 66.52% 26.87% October 2018... 62.18% 55.47%
November 2013.. 68.22% 66.49% 26.47% November 2018.. 61.87% 55.01%
December 2013.. 68.21% 66.47% 26.06% December 2018.. 61.55% 54.53%
January 2014... 68.20% 66.44% 25.65% January 2019... 61.21% 54.03%
February 2014.. 68.19% 66.41% 25.24% February 2019.. 60.85% 53.51%
March 2014..... 68.18% 66.36% 24.83% March 2019..... 60.46% 52.97%
April 2014..... 68.16% 66.33% 24.42% April 2019..... 60.06% 52.40%
May 2014....... 68.15% 66.29% 24.00% May 2019....... 59.67% 51.86%
June 2014...... 68.13% 66.25% 23.58% June 2019...... 59.28% 51.30%
July 2014...... 68.13% 66.21% 23.16% July 2019...... 58.86% 50.72%
August 2014.... 68.10% 66.16% 22.73% August 2019.... 58.42% 50.12%
September 2014. 68.09% 66.10% 22.31% September 2019. 55.92% 47.45%
October 2014... 68.07% 66.05% 21.88% October 2019... 53.48% 44.84%
November 2014.. 68.05% 65.99% 21.44% November 2019.. 51.04% 42.23%
December 2014.. 68.03% 65.93% 21.01% December 2019.. 48.62% 39.63%
January 2015... 68.00% 65.86% 20.57% January 2020... 46.21% 37.05%
February 2015.. 67.98% 65.80% 20.13% February 2020.. 43.79% 34.47%

A-8-3

CLASS A PERCENTAGES

April 2020..... 39.00% 29.33% March 2020..... 41.37% 31.88%
May 2020....... 36.69% 26.83% January 2021... 18.20% 6.70%
June 2020...... 34.32% 24.28% February 2021.. 15.98% 4.18%
July 2020...... 31.94% 21.73% March 2021..... 13.70% 0.00%
August 2020.... 29.62% 19.22% April 2021..... 11.36%
September 2020. 27.30% 16.71% May 2021....... 9.10%
October 2020... 24.99% 14.21% June 2021...... 6.66%
November 2020.. 22.69% 11.70% July 2021...... 4.13%
December 2020.. 20.44% 9.20% August 2021.... 0.00%

A-8-5

APPENDIX 9

CLASS B PERCENTAGES

Class B Class B Class B Class B Class B Class B
Payment Date Minimum Scheduled Supplemental Payment Date Minimum Scheduled Supplemental
Occurring in Percentage Percentage Percentage Occurring in Percentage Percentage Percentage
------------ ---------- ---------- ---------- ------------ ---------- ---------- ----------

March 2000..... 8.04% 8.04% 8.04% September 2004. 8.14% 8.05% 7.36%
April 2000..... 8.04% 8.04% 8.04% October 2004... 8.14% 8.05% 7.33%
May 2000....... 8.04% 8.04% 8.04% November 2004.. 8.15% 8.05% 7.31%
June 2000...... 8.04% 8.04% 8.04% December 2004.. 8.15% 8.04% 7.28%
July 2000...... 8.05% 8.04% 8.04% January 2005... 8.15% 8.04% 7.25%
August 2000.... 8.05% 8.04% 8.03% February 2005.. 8.15% 8.04% 7.22%
September 2000. 8.05% 8.04% 8.03% March 2005..... 8.15% 8.04% 7.19%
October 2000... 8.05% 8.04% 8.03% April 2005..... 8.15% 8.04% 7.17%
November 2000.. 8.05% 8.04% 8.02% May 2005....... 8.15% 8.04% 7.14%
December 2000.. 8.06% 8.04% 8.02% June 2005...... 8.15% 8.04% 7.11%
January 2001... 8.06% 8.04% 8.02% July 2005...... 8.15% 8.03% 7.07%
February 2001.. 8.06% 8.04% 8.01% August 2005.... 8.16% 8.03% 7.04%
March 2001..... 8.06% 8.04% 8.01% September 2005. 8.16% 8.03% 7.01%
April 2001..... 8.07% 8.04% 8.00% October 2005... 8.16% 8.03% 6.98%
May 2001....... 8.07% 8.04% 8.00% November 2005.. 8.16% 8.03% 6.95%
June 2001...... 8.07% 8.04% 7.99% December 2005.. 8.16% 8.03% 6.91%
July 2001...... 8.07% 8.04% 7.98% January 2006... 8.16% 8.02% 6.88%
August 2001.... 8.07% 8.05% 7.97% February 2006.. 8.16% 8.02% 6.85%
September 2001. 8.08% 8.05% 7.97% March 2006..... 8.16% 8.02% 6.81%
October 2001... 8.08% 8.05% 7.96% April 2006..... 8.16% 8.01% 6.78%
November 2001.. 8.08% 8.05% 7.95% May 2006....... 8.16% 8.01% 6.74%
December 2001.. 8.08% 8.05% 7.94% June 2006...... 8.16% 8.01% 6.70%
January 2002... 8.08% 8.05% 7.93% July 2006...... 8.16% 8.01% 6.67%
February 2002.. 8.09% 8.05% 7.92% August 2006.... 8.16% 8.00% 6.63%
March 2002..... 8.09% 8.05% 7.91% September 2006. 8.16% 8.00% 6.59%
April 2002..... 8.09% 8.05% 7.90% October 2006... 8.16% 7.99% 6.55%
May 2002....... 8.09% 8.05% 7.89% November 2006.. 8.16% 7.99% 6.52%
June 2002...... 8.09% 8.05% 7.87% December 2006.. 8.16% 7.99% 6.48%
July 2002...... 8.10% 8.05% 7.86% January 2007... 8.16% 7.98% 6.44%
August 2002.... 8.10% 8.05% 7.85% February 2007.. 8.16% 7.98% 6.40%
September 2002. 8.10% 8.05% 7.83% March 2007..... 8.16% 7.97% 6.36%
October 2002... 8.10% 8.05% 7.82% April 2007..... 8.15% 7.97% 6.31%
November 2002.. 8.10% 8.05% 7.81% May 2007....... 8.15% 7.96% 6.27%
December 2002.. 8.11% 8.05% 7.79% June 2007...... 8.15% 7.96% 6.23%
January 2003... 8.11% 8.05% 7.78% July 2007...... 8.15% 7.95% 6.19%
February 2003.. 8.11% 8.05% 7.76% August 2007.... 8.15% 7.95% 6.14%
March 2003..... 8.11% 8.05% 7.74% September 2007. 8.07% 7.87% 6.04%
April 2003..... 8.11% 8.05% 7.73% October 2007... 8.07% 7.86% 6.00%
May 2003....... 8.12% 8.05% 7.71% November 2007.. 8.07% 7.86% 5.96%
June 2003...... 8.12% 8.05% 7.69% December 2007.. 8.07% 7.85% 5.91%
July 2003...... 8.12% 8.05% 7.67% January 2008... 8.07% 7.85% 5.87%
August 2003.... 8.12% 8.05% 7.65% February 2008.. 8.07% 7.84% 5.82%
September 2003. 8.12% 8.05% 7.63% March 2008..... 8.07% 7.83% 5.78%
October 2003... 8.12% 8.05% 7.61% April 2008..... 8.06% 7.83% 5.73%
November 2003.. 8.13% 8.05% 7.59% May 2008....... 8.06% 7.82% 5.68%
December 2003.. 8.13% 8.05% 7.57% June 2008...... 8.06% 7.81% 5.64%
January 2004... 8.13% 8.05% 7.55% July 2008...... 8.06% 7.81% 5.59%
February 2004.. 8.13% 8.05% 7.53% August 2008.... 8.05% 7.80% 5.54%
March 2004..... 8.13% 8.05% 7.50% September 2008. 8.05% 7.79% 5.49%
April 2004..... 8.13% 8.05% 7.48% October 2008... 8.05% 7.78% 5.44%
May 2004....... 8.14% 8.05% 7.46% November 2008.. 8.04% 7.77% 5.39%
June 2004...... 8.14% 8.05% 7.43% December 2008.. 8.04% 7.76% 5.34%
July 2004...... 8.14% 8.05% 7.41% January 2009... 8.04% 7.75% 5.29%
August 2004.... 8.14% 8.05% 7.38% February 2009.. 8.03% 7.74% 5.24%

A-9-1

March 2009..... 8.03% 7.74% 5.19% October 2013... 7.24% 6.40% 1.48%
April 2009..... 8.03% 7.72% 5.13% November 2013.. 7.21% 6.35% 1.40%
May 2009....... 8.02% 7.71% 5.08% December 2013.. 7.18% 6.30% 1.32%
June 2009...... 8.02% 7.70% 5.03% January 2014... 7.15% 6.26% 1.23%
July 2009...... 8.01% 7.69% 4.97% February 2014.. 7.12% 6.21% 1.15%
August 2009.... 8.01% 7.68% 4.92% March 2014..... 7.08% 6.16% 1.06%
September 2009. 8.00% 7.67% 4.86% April 2014..... 7.05% 6.11% 0.98%
October 2009... 7.99% 7.66% 4.81% May 2014....... 7.01% 6.06% 0.89%
November 2009.. 7.99% 7.64% 4.75% June 2014...... 6.98% 6.00% 0.80%
December 2009.. 7.98% 7.63% 4.69% July 2014...... 6.94% 5.95% 0.72%
January 2010... 7.98% 7.62% 4.64% August 2014.... 6.90% 5.90% 0.63%
February 2010.. 7.97% 7.60% 4.58% September 2014. 6.86% 5.84% 0.54%
March 2010..... 7.96% 7.59% 4.52% October 2014... 6.83% 5.78% 0.45%
April 2010..... 7.96% 7.57% 4.46% November 2014.. 6.79% 5.73% 0.36%
May 2010....... 7.95% 7.56% 4.40% December 2014.. 6.75% 5.67% 0.27%
June 2010...... 7.94% 7.54% 4.34% January 2015... 6.70% 5.61% 0.18%
July 2010...... 7.93% 7.53% 4.28% February 2015.. 6.66% 5.55% 0.09%
August 2010.... 7.93% 7.51% 4.22% March 2015..... 6.62% 5.49% 0.00%
September 2010. 7.92% 7.49% 4.16% April 2015..... 6.57% 5.42%
October 2010... 7.91% 7.48% 4.10% May 2015....... 6.53% 5.36%
November 2010.. 7.90% 7.46% 4.03% June 2015...... 6.48% 5.29%
December 2010.. 7.89% 7.44% 3.97% July 2015...... 6.43% 5.22%
January 2011... 7.88% 7.42% 3.91% August 2015.... 6.39% 5.16%
February 2011.. 7.87% 7.40% 3.84% September 2015. 6.34% 5.09%
March 2011..... 7.86% 7.38% 3.78% October 2015... 6.29% 5.02%
April 2011..... 7.85% 7.36% 3.71% November 2015.. 6.23% 4.95%
May 2011....... 7.84% 7.34% 3.65% December 2015.. 6.18% 4.87%
June 2011...... 7.83% 7.32% 3.58% January 2016... 6.13% 4.80%
July 2011...... 7.81% 7.30% 3.52% February 2016.. 6.07% 4.72%
August 2011.... 7.80% 7.28% 3.45% March 2016..... 6.02% 4.65%
September 2011. 7.79% 7.25% 3.38% April 2016..... 5.96% 4.57%
October 2011... 7.78% 7.23% 3.31% May 2016....... 5.91% 4.49%
November 2011.. 7.76% 7.21% 3.24% June 2016...... 5.85% 4.41%
December 2011.. 7.75% 7.18% 3.17% July 2016...... 5.79% 4.33%
January 2012... 7.73% 7.15% 3.10% August 2016.... 5.73% 4.24%
February 2012.. 7.71% 7.12% 3.03% September 2016. 5.66% 4.16%
March 2012..... 7.69% 7.09% 2.96% October 2016... 5.60% 4.07%
April 2012..... 7.68% 7.06% 2.88% November 2016.. 5.54% 3.99%
May 2012....... 7.66% 7.04% 2.81% December 2016.. 5.47% 3.90%
June 2012...... 7.64% 7.00% 2.74% January 2017... 5.40% 3.81%
July 2012...... 7.62% 6.97% 2.66% February 2017.. 5.34% 3.72%
August 2012.... 7.60% 6.94% 2.59% March 2017..... 5.27% 3.62%
September 2012. 7.58% 6.91% 2.51% April 2017..... 5.20% 3.53%
October 2012... 7.56% 6.87% 2.44% May 2017....... 5.13% 3.43%
November 2012.. 7.53% 6.84% 2.36% June 2017...... 5.06% 3.34%
December 2012.. 7.51% 6.80% 2.28% July 2017...... 4.98% 3.24%
January 2013... 7.49% 6.77% 2.21% August 2017.... 4.91% 3.14%
February 2013.. 7.46% 6.73% 2.13% September 2017. 4.83% 3.04%
March 2013..... 7.44% 6.62% 2.05% October 2017... 4.76% 2.93%
April 2013..... 7.41% 6.65% 1.97% November 2017.. 4.68% 2.83%
May 2013....... 7.39% 6.61% 1.89% December 2017.. 4.60% 2.72%
June 2013...... 7.36% 6.57% 1.81% January 2018... 4.52% 2.62%
July 2013...... 7.33% 6.53% 1.73% February 2018.. 4.43% 2.51%
August 2013.... 7.30% 6.48% 1.65% March 2018..... 4.35% 2.40%
September 2013. 7.27% 6.44% 1.57% April 2018..... 4.26% 2.28%

A-9-2

May 2018....... 4.18% 2.17% December 2019.. 2.26%
June 2018...... 4.09% 2.06% January 2020... 2.15%
July 2018...... 4.00% 1.94% February 2020.. 2.03%
August 2018.... 3.91% 1.82% March 2020..... 1.92%
September 2018. 3.82% 1.70% April 2020..... 1.80%
October 2018... 3.73% 1.58% May 2020....... 1.69%
November 2018.. 3.63% 1.46% June 2020...... 1.57%
December 2018.. 3.53% 1.33% July 2020...... 1.44%
January 2019... 3.44% 1.20% August 2020.... 1.32%
February 2019.. 3.34% 1.08% September 2020. 1.20%
March 2019..... 3.23% 0.95% October 2020... 1.08%
April 2019..... 3.13% 0.82% November 2020.. 0.95%
May 2019....... 3.03% 0.68% December 2020.. 0.82%
June 2019...... 2.92% 0.55% January 2021... 0.70%
July 2019...... 2.81% 0.41% February 2021.. 0.57%
August 2019.... 2.71% 0.28% March 2021..... 0.43%
September 2019. 2.60% 0.14% April 2021..... 0.29%
October 2019... 2.49% 0.00% May 2021....... 0.15%
November 2019.. 2.37% June 2021...... 0.00%

A-9-3

APPENDIX 10

CLASS C TARGET PRINCIPAL BALANCES

Class C Minimum Class C Scheduled Class C Minimum Class C Scheduled
Payment Date Target Principal Target Principal Payment Date Target Principal Target Principal
Occurring in Balance Balance Occurring in Balance Balance
- ------------- ---------------- ----------------- ------------- ---------------- -----------------
(US$) (US$) (US$) (US$)

March 2000...... 154,880,000 154,880,000 December 2004... 149,351,136 140,224,500
April 2000...... 154,880,000 154,880,000 January 2005.... 149,055,984 139,733,500
May 2000........ 154,880,000 154,780,000 February 2005... 148,756,344 139,232,500
June 2000....... 154,880,000 154,720,000 March 2005...... 148,446,716 138,731,500
July 2000....... 154,880,000 154,650,000 April 2005...... 148,121,600 138,220,500
August 2000..... 154,880,000 154,580,000 May 2005........ 147,801,984 137,699,500
September 2000.. 154,880,000 154,500,000 June 2005....... 147,472,380 137,173,000
October 2000.... 154,880,000 154,410,000 July 2005....... 147,127,288 136,626,500
November 2000... 154,880,000 154,310,000 August 2005..... 146,787,696 136,080,000
December 2000... 154,880,000 154,210,000 September 2005.. 146,422,628 135,523,500
January 2001.... 154,880,000 154,100,000 October 2005.... 146,063,060 134,967,000
February 2001... 154,880,000 153,980,000 November 2005... 145,688,004 134,390,500
March 2001...... 154,880,000 153,850,000 December 2005... 145,312,948 133,808,500
April 2001...... 154,880,000 153,720,000 January 2006.... 144,923,416 133,216,500
May 2001........ 154,880,000 153,580,000 February 2006... 144,528,384 132,614,500
June 2001....... 154,880,000 153,430,000 March 2006...... 144,123,364 132,002,500
July 2001....... 154,880,000 153,270,000 April 2006...... 143,708,356 131,390,500
August 2001..... 154,880,000 153,110,000 May 2006........ 143,293,348 130,763,000
September 2001.. 154,880,000 152,940,000 June 2006....... 142,858,364 130,125,500
October 2001.... 154,880,000 152,760,000 July 2006....... 142,423,380 129,478,000
November 2001... 154,870,012 152,570,000 August 2006..... 141,982,896 128,825,000
December 2001... 154,850,036 152,380,000 September 2006.. 141,527,936 128,152,000
January 2002.... 154,830,060 152,180,000 October 2006.... 141,067,476 127,479,000
February 2002... 154,790,108 151,970,000 November 2006... 140,592,540 126,796,000
March 2002...... 154,760,144 151,750,000 December 2006... 140,122,092 126,107,500
April 2002...... 154,710,204 151,530,000 January 2007.... 139,631,668 125,399,000
May 2002........ 154,660,264 151,300,000 February 2007... 139,131,256 124,690,500
June 2002....... 154,600,336 151,054,500 March 2007...... 138,630,844 123,966,500
July 2002....... 154,530,420 150,804,500 April 2007...... 138,120,444 123,232,500
August 2002..... 154,460,504 150,554,500 May 2007........ 137,600,056 122,498,500
September 2002.. 154,380,600 150,294,500 June 2007....... 137,074,168 121,749,000
October 2002.... 154,290,708 150,024,500 July 2007....... 136,528,304 120,979,500
November 2002... 154,190,828 149,744,500 August 2007..... 135,982,440 120,204,500
December 2002... 154,090,948 149,464,500 September 2007.. 135,426,588 119,429,500
January 2003.... 153,981,080 149,169,000 October 2007.... 134,870,736 118,634,500
February 2003... 153,861,224 148,869,000 November 2007... 134,294,908 117,834,000
March 2003...... 153,731,380 148,559,000 December 2007... 133,713,580 117,018,000
April 2003...... 153,601,536 148,233,500 January 2008.... 133,122,264 116,192,000
May 2003........ 153,461,704 147,913,500 February 2008... 132,520,960 115,356,000
June 2003....... 153,311,884 147,583,500 March 2008...... 131,909,668 114,514,500
July 2003....... 153,152,076 147,238,000 April 2008...... 131,298,376 113,663,000
August 2003..... 152,992,268 146,898,000 May 2008........ 130,671,596 112,796,000
September 2003.. 152,822,472 146,532,500 June 2008....... 130,034,828 111,913,500
October 2003.... 152,642,688 146,172,500 July 2008....... 129,388,072 111,021,000
November 2003... 152,452,916 145,797,000 August 2008..... 128,735,816 110,123,000
December 2003... 152,263,144 145,421,500 September 2008.. 128,063,584 109,215,000
January 2004.... 152,063,384 145,031,500 October 2008.... 127,391,352 108,291,500
February 2004... 151,853,636 144,636,000 November 2008... 126,709,132 107,358,000
March 2004...... 151,633,900 144,230,500 December 2008... 126,021,412 106,413,500
April 2004...... 151,414,164 143,815,000 January 2009.... 125,313,716 105,454,500
May 2004........ 151,184,440 143,399,500 February 2009... 124,606,020 104,484,500
June 2004....... 150,939,228 142,964,000 March 2009...... 123,882,836 103,504,500
July 2004....... 150,689,528 142,528,500 April 2009...... 123,149,664 102,519,000
August 2004..... 150,439,828 142,087,500 May 2009........ 122,416,492 101,508,000
September 2004.. 150,180,140 141,632,000 June 2009....... 121,667,832 100,491,500
October 2004.... 149,910,464 141,171,000 July 2009....... 120,899,196 99,465,000
November 2004... 149,630,800 140,695,500 August 2009..... 120,125,060 98,423,000

A-10-1

September 2009.. 119,350,924 97,365,500 May 2014........ 56,228,920 32,230,000
October 2009.... 118,556,812 96,302,500 June 2014....... 54,681,836 31,575,500
November 2009... 117,757,200 95,224,000 July 2014....... 53,119,264 30,904,500
December 2009... 116,942,100 94,135,500 August 2014..... 51,545,692 30,217,000
January 2010.... 116,117,012 93,026,000 September 2014.. 49,941,144 29,518,500
February 2010... 115,281,936 91,901,000 October 2014.... 48,325,596 28,803,500
March 2010...... 114,441,360 90,776,000 November 2014... 46,694,560 28,072,000
April 2010...... 113,590,796 89,635,500 December 2014... 45,047,024 27,324,000
May 2010........ 112,724,744 88,474,000 January 2015.... 43,368,512 26,559,500
June 2010....... 111,843,204 87,302,500 February 2015... 41,684,500 25,778,500
July 2010....... 110,951,676 86,110,000 March 2015...... 39,974,000 24,975,500
August 2010..... 110,054,648 84,912,000 April 2015...... 39,501,000 24,161,500
September 2010.. 109,147,632 83,704,000 May 2015........ 39,017,000 23,331,000
October 2010.... 108,225,128 82,475,000 June 2015....... 38,522,000 22,478,500
November 2010... 107,292,636 81,230,500 July 2015....... 38,016,000 21,609,500
December 2010... 106,349,144 79,975,000 August 2015..... 37,499,000 20,724,000
January 2011.... 105,391,176 78,699,500 September 2015.. 36,965,500 19,816,500
February 2011... 104,422,208 77,413,000 October 2015.... 36,421,000 18,892,500
March 2011...... 103,443,252 76,111,000 November 2015... 35,860,000 17,952,000
April 2011...... 102,458,796 74,803,500 December 2015... 35,293,500 16,989,500
May 2011........ 101,448,864 73,465,000 January 2016.... 34,705,000 16,005,000
June 2011....... 100,433,432 72,121,000 February 2016... 34,105,500 15,004,000
July 2011....... 99,408,012 70,761,500 March 2016...... 33,495,000 13,975,500
August 2011..... 98,367,104 69,381,000 April 2016...... 32,868,000 12,936,000
September 2011.. 97,310,708 67,985,000 May 2016........ 32,230,000 11,869,000
October 2011.... 96,248,812 66,578,000 June 2016....... 31,575,500 10,785,500
November 2011... 95,171,428 65,145,500 July 2016....... 30,904,500 9,674,500
December 2011... 94,084,056 63,707,500 August 2016..... 30,217,000 8,547,000
January 2012.... 92,975,696 62,243,000 September 2016.. 29,518,500 7,397,500
February 2012... 91,851,848 60,773,000 October 2016.... 28,803,500 0
March 2012...... 90,728,000 59,277,500 November 2016... 28,072,000
April 2012...... 89,588,664 57,771,000 December 2016... 27,324,000
May 2012........ 88,428,340 56,243,500 January 2017.... 26,559,500
June 2012....... 87,258,028 54,695,000 February 2017... 25,778,500
July 2012....... 86,066,728 53,131,000 March 2017...... 24,975,500
August 2012..... 84,869,928 51,556,000 April 2017...... 24,161,500
September 2012.. 83,663,140 49,950,000 May 2017........ 23,331,000
October 2012.... 82,435,364 48,333,000 June 2017....... 22,478,500
November 2012... 81,192,100 46,700,500 July 2017....... 21,609,500
December 2012... 79,937,836 45,051,500 August 2017..... 20,724,000
January 2013.... 78,663,596 43,371,500 September 2017.. 19,816,500
February 2013... 77,378,356 41,686,000 October 2017.... 18,892,500
March 2013...... 76,077,628 39,974,000 November 2017... 17,952,000
April 2013...... 74,771,400 39,501,000 December 2017... 16,989,500
May 2013........ 73,434,196 39,017,000 January 2018.... 16,005,000
June 2013....... 72,091,492 38,522,000 February 2018... 15,004,000
July 2013....... 70,733,300 38,016,000 March 2018...... 13,975,500
August 2013..... 69,354,120 37,499,000 April 2018...... 12,936,000
September 2013.. 67,959,452 36,965,500 May 2018........ 11,869,000
October 2013.... 66,553,784 36,421,000 June 2018....... 10,785,500
November 2013... 65,122,640 35,860,000 July 2018....... 9,674,500
December 2013... 63,685,996 35,293,500 August 2018..... 8,547,000
January 2014.... 62,222,864 34,705,000 September 2018.. 7,397,500
February 2014... 60,754,232 34,105,500 October 2018.... 0
March 2014...... 59,260,124 33,495,000
April 2014...... 57,755,016 32,868,000

A-10-2

APPENDIX 11

CLASS D TARGET PRINCIPAL BALANCES

Class D Minimum Class D Scheduled Class D Minimum Class D Scheduled
Payment Date Target Principal Target Principal Payment Date Target Principal Target Principal
Occurring in Balance Balance Occurring in Balance Balance
- ------------ ---------------- ----------------- ------------ ---------------- -----------------
(US$) (US$) (US$) (US$)

March 2000...... 110,000,000 110,000,000 February 2005... 108,240,000 102,509,000
April 2000...... 110,000,000 110,000,000 March 2005...... 108,097,000 102,168,000
May 2000........ 110,000,000 110,000,000 April 2005...... 107,943,000 101,816,000
June 2000....... 110,000,000 110,000,000 May 2005........ 107,778,000 101,453,000
July 2000....... 110,000,000 110,000,000 June 2005....... 107,602,000 101,079,000
August 2000..... 110,000,000 110,000,000 July 2005....... 107,426,000 100,705,000
September 2000.. 110,000,000 110,000,000 August 2005..... 107,239,000 100,309,000
October 2000.... 110,000,000 110,000,000 September 2005.. 107,052,000 99,913,000
November 2000... 110,000,000 110,000,000 October 2005.... 106,843,000 99,506,000
December 2000... 110,000,000 109,989,000 November 2005... 106,634,000 99,088,000
January 2001.... 110,000,000 109,989,000 December 2005... 106,425,000 98,659,000
February 2001... 110,000,000 109,978,000 January 2006.... 106,194,000 98,219,000
March 2001...... 110,000,000 109,956,000 February 2006... 105,963,000 97,768,000
April 2001...... 110,000,000 109,945,000 March 2006...... 105,721,000 97,306,000
May 2001........ 110,000,000 109,923,000 April 2006...... 105,468,000 96,844,000
June 2001....... 110,000,000 109,890,000 May 2006........ 105,215,000 96,371,000
July 2001....... 110,000,000 109,868,000 June 2006....... 104,951,000 95,876,000
August 2001..... 110,000,000 109,824,000 July 2006....... 104,676,000 95,381,000
September 2001.. 110,000,000 109,791,000 August 2006..... 104,390,000 94,875,000
October 2001.... 110,000,000 109,747,000 September 2006.. 104,104,000 94,358,000
November 2001... 110,000,000 109,692,000 October 2006.... 103,796,000 93,830,000
December 2001... 110,000,000 109,637,000 November 2006... 103,488,000 93,291,000
January 2002.... 110,000,000 109,582,000 December 2006... 103,180,000 92,741,000
February 2002... 110,000,000 109,516,000 January 2007.... 102,850,000 92,180,000
March 2002...... 110,000,000 109,439,000 February 2007... 102,509,000 91,619,000
April 2002...... 110,000,000 109,362,000 March 2007...... 102,168,000 91,036,000
May 2002........ 110,000,000 109,285,000 April 2007...... 101,816,000 90,442,000
7June 2002...... 110,000,000 109,197,000 May 2007........ 101,453,000 89,848,000
July 2002....... 110,000,000 109,098,000 June 2007....... 101,079,000 89,232,000
August 2002..... 110,000,000 108,999,000 July 2007....... 100,705,000 88,616,000
September 2002.. 110,000,000 108,889,000 August 2007..... 100,309,000 87,978,000
October 2002.... 110,000,000 108,768,000 September 2007.. 99,913,000 87,340,000
November 2002... 110,000,000 108,647,000 October 2007.... 99,506,000 86,680,000
December 2002... 109,989,000 108,526,000 November 2007... 99,088,000 86,020,000
January 2003.... 109,989,000 108,383,000 December 2007... 98,659,000 85,338,000
February 2003... 109,978,000 108,240,000 January 2008.... 98,219,000 84,656,000
March 2003...... 109,956,000 108,097,000 February 2008... 97,768,000 83,952,000
April 2003...... 109,945,000 107,943,000 March 2008...... 97,306,000 83,248,000
May 2003........ 109,923,000 107,778,000 April 2008...... 96,844,000 82,522,000
June 2003....... 109,890,000 107,602,000 May 2008........ 96,371,000 81,796,000
July 2003....... 109,868,000 107,426,000 June 2008....... 95,876,000 81,048,000
August 2003..... 109,824,000 107,239,000 July 2008....... 95,381,000 80,300,000
September 2003.. 109,791,000 107,052,000 August 2008..... 94,875,000 79,530,000
October 2003.... 109,747,000 106,843,000 September 2008.. 94,358,000 78,749,000
November 2003... 109,692,000 106,634,000 October 2008.... 93,830,000 77,968,000
December 2003... 109,637,000 106,425,000 November 2008... 93,291,000 77,165,000
January 2004.... 109,582,000 106,194,000 December 2008... 92,741,000 76,351,000
February 2004... 109,516,000 105,963,000 January 2009.... 92,180,000 75,526,000
March 2004...... 109,439,000 105,721,000 February 2009... 91,619,000 74,690,000
April 2004...... 109,362,000 105,468,000 March 2009...... 91,036,000 73,843,000
May 2004........ 109,285,000 105,215,000 April 2009...... 90,442,000 72,985,000
June 2004....... 109,197,000 104,951,000 May 2009........ 89,848,000 72,116,000
July 2004....... 109,098,000 104,676,000 June 2009....... 89,232,000 71,236,000
August 2004..... 108,999,000 104,390,000 July 2009....... 88,616,000 70,345,000
September 2004.. 108,889,000 104,104,000 August 2009..... 87,978,000 69,432,000
October 2004.... 108,768,000 103,796,000 September 2009.. 87,340,000 68,519,000
November 2004... 108,647,000 103,488,000 October 2009.... 86,680,000 67,584,000
December 2004... 108,526,000 103,180,000 November 2009... 86,020,000 66,649,000
January 2005.... 108,383,000 102,850,000 December 2009... 85,338,000 65,692,000

A-11-1

January 2010.... 84,656,000 64,724,000 March 2013...... 49,896,000 18,590,000
February 2010... 83,952,000 63,745,000 April 2013...... 48,741,000 17,116,000
March 2010...... 83,248,000 62,755,000 May 2013........ 47,575,000 15,631,000
April 2010...... 82,522,000 61,754,000 June 2013....... 46,398,000 14,124,000
May 2010........ 81,796,000 60,742,000 July 2013....... 45,210,000 12,617,000
June 2010....... 81,048,000 59,708,000 August 2013..... 44,000,000 11,088,000
July 2010....... 80,300,000 58,674,000 September 2013.. 42,790,000 9,548,000
August 2010..... 79,530,000 57,618,000 October 2013.... 41,558,000 7,986,000
September 2010.. 78,749,000 56,551,000 November 2013... 40,304,000 6,424,000
October 2010.... 77,968,000 55,473,000 December 2013... 39,050,000 4,840,000
November 2010... 77,165,000 54,384,000 January 2014.... 37,785,000 3,234,000
December 2010... 76,351,000 53,284,000 February 2014... 36,498,000 1,628,000
January 2011.... 75,526,000 52,173,000 March 2014...... 35,200,000 0
February 2011... 74,690,000 51,040,000 April 2014...... 33,891,000
March 2011...... 73,843,000 49,896,000 May 2014........ 32,571,000
April 2011...... 72,985,000 48,741,000 June 2014....... 31,229,000
May 2011........ 72,116,000 47,575,000 July 2014....... 29,876,000
June 2011....... 71,236,000 46,398,000 August 2014..... 28,600,000
July 2011....... 70,345,000 45,210,000 September 2014.. 27,401,000
August 2011..... 69,432,000 44,000,000 October 2014.... 26,081,000
September 2011.. 68,519,000 42,790,000 November 2014... 24,684,000
October 2011.... 67,584,000 41,558,000 December 2014... 23,177,000
November 2011... 66,649,000 40,304,000 January 2015.... 21,626,000
December 2011... 65,692,000 39,050,000 February 2015... 20,042,000
January 2012.... 64,724,000 37,785,000 March 2015...... 18,590,000
February 2012... 63,745,000 36,498,000 April 2015...... 17,116,000
March 2012...... 62,755,000 35,200,000 May 2015........ 15,631,000
April 2012...... 61,754,000 33,891,000 June 2015....... 14,124,000
May 2012........ 60,742,000 32,571,000 July 2015....... 12,617,000
June 2012....... 59,708,000 31,229,000 August 2015..... 11,088,000
July 2012....... 58,674,000 29,876,000 September 2015.. 9,548,000
August 2012..... 57,618,000 28,600,000 October 2015.... 7,986,000
September 2012.. 56,551,000 27,401,000 November 2015... 6,424,000
October 2012.... 55,473,000 26,081,000 December 2015... 4,840,000
November 2012... 54,384,000 24,684,000 January 2016.... 3,234,000
December 2012... 53,284,000 23,177,000 February 2016... 1,628,000
January 2013.... 52,173,000 21,626,000 March 2016...... 0
February 2013... 51,040,000 20,042,000

A-11-2

APPENDIX 12

POOL FACTORS

Subclass Subclass Subclass Subclass Subclass Subclass Subclass Subclass Subclass
Payment Date Occurring in A-2 A-3 A-4 A-5 B-1 B-2 C-1 C-2 D-1
- ------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------

March 2000............... 74.28% 100.00% 100.00% 100.00% 92.12% 100.00% 99.88% 100.00% 100.00%
April 2000............... 73.31% 100.00% 100.00% 97.77% 91.78% 100.00% 99.83% 100.00% 100.00%
May 2000................. 72.52% 100.00% 100.00% 96.92% 91.44% 100.00% 99.78% 100.00% 100.00%
June 2000................ 71.05% 100.00% 100.00% 95.51% 91.10% 100.00% 99.72% 100.00% 100.00%
July 2000................ 70.05% 100.00% 100.00% 94.89% 90.76% 100.00% 99.65% 100.00% 100.00%
August 2000.............. 69.26% 100.00% 100.00% 93.96% 90.42% 100.00% 99.58% 100.00% 100.00%
September 2000........... 67.77% 100.00% 100.00% 92.61% 90.07% 99.99% 99.50% 100.00% 100.00%
October 2000............. 67.77% 100.00% 100.00% 92.01% 89.72% 99.99% 99.41% 100.00% 100.00%
November 2000............ 65.99% 100.00% 100.00% 91.22% 89.28% 99.98% 99.31% 100.00% 100.00%
December 2000............ 64.82% 100.00% 100.00% 90.01% 88.93% 99.98% 99.21% 100.00% 99.99%
January 2001............. 63.53% 100.00% 100.00% 89.50% 88.58% 99.97% 99.10% 100.00% 99.99%
February 2001............ 62.54% 100.00% 100.00% 88.70% 88.23% 99.96% 99.98% 100.00% 99.98%
March 2001............... 61.39% 100.00% 100.00% 87.53% 87.87% 99.95% 98.85% 100.00% 99.96%
April 2001............... 60.34% 100.00% 100.00% 87.03% 87.52% 99.94% 98.72% 100.00% 99.95%
May 2001................. 59.29% 100.00% 100.00% 86.33% 87.16% 99.93% 98.58% 100.00% 99.93%
June 2001................ 58.00% 100.00% 100.00% 85.25% 86.71% 99.92% 98.43% 100.00% 99.90%
July 2001................ 56.93% 100.00% 100.00% 84.77% 86.35% 99.90% 98.27% 100.00% 99.88%
August 2001.............. 55.85% 100.00% 100.00% 84.06% 85.99% 99.88% 98.11% 100.00% 99.84%
September 2001........... 54.56% 100.00% 100.00% 83.01% 85.63% 99.86% 97.94% 100.00% 99.81%
October 2001............. 53.50% 100.00% 100.00% 83.47% 85.17% 99.84% 97.76% 100.00% 99.77%
November 2001............ 52.41% 100.00% 100.00% 81.85% 84.81% 99.82% 97.57% 100.00% 99.72%
December 2001............ 51.10% 100.00% 100.00% 80.84% 84.45% 99.79% 97.38% 100.00% 99.67%
January 2002............. 50.05% 100.00% 100.00% 80.39% 83.99% 99.76% 97.18% 100.00% 99.62%
February 2002............ 48.95% 100.00% 100.00% 79.75% 83.62% 99.73% 96.97% 100.00% 99.56%
March 2002............... 47.51% 100.00% 100.00% 78.67% 83.25% 99.70% 96.75% 100.00% 99.49%
April 2002............... 46.54% 100.00% 100.00% 77.58% 82.79% 99.66% 96.53% 100.00% 99.42%
May 2002................. 45.42% 100.00% 100.00% 76.98% 82.42% 99.63% 96.30% 100.00% 99.35%
June 2002................ 44.13% 100.00% 100.00% 76.20% 81.95% 99.59% 96.06% 99.99% 99.27%
July 2002................ 43.02% 100.00% 100.00% 75.63% 81.58% 99.54% 95.81% 99.99% 99.18%
August 2002.............. 41.93% 100.00% 100.00% 75.00% 81.11% 99.50% 95.56% 99.99% 99.09%
September 2002........... 40.60% 100.00% 100.00% 74.23% 80.74% 99.45% 95.30% 99.99% 98.99%
October 2002............. 39.51% 100.00% 100.00% 73.62% 80.27% 99.40% 95.03% 99.99% 98.88%
November 2002............ 38.40% 100.00% 100.00% 73.01% 79.89% 99.34% 94.75% 99.99% 98.77%
December 2002............ 37.98% 100.00% 100.00% 72.27% 79.42% 99.29% 94.47% 99.99% 98.66%
January 2003............. 35.98% 100.00% 100.00% 71.74% 78.95% 99.23% 94.18% 99.98% 98.53%
February 2003............ 34.85% 100.00% 100.00% 71.14% 78.57% 99.16% 93.88% 99.98% 98.40%
March 2003............... 33.58% 100.00% 100.00% 70.55% 78.09% 99.10% 93.57% 99.98% 98.27%
April 2003............... 32.51% 100.00% 100.00% 69.93% 77.62% 99.03% 93.25% 99.97% 98.13%
May 2003................. 31.34% 100.00% 100.00% 69.38% 77.15% 98.95% 92.93% 99.97% 97.98%
June 2003................ 30.19% 100.00% 100.00% 68.65% 76.68% 98.88% 92.60% 99.97% 97.82%
July 2003................ 29.02% 100.00% 100.00% 68.09% 76.20% 98.80% 92.26% 99.96% 97.66%
August 2003.............. 27.84% 100.00% 100.00% 67.54% 75.81% 98.71% 91.92% 99.96% 97.49%
September 2003........... 26.68% 100.00% 100.00% 66.82% 75.34% 98.63% 91.56% 99.95% 97.32%
October 2003............. 25.52% 100.00% 100.00% 66.16% 74.77% 98.54% 91.20% 99.95% 97.13%
November 2003............ 24.35% 100.00% 100.00% 65.59% 74.30% 98.44% 90.83% 99.94% 96.94%
December 2003............ 23.16% 100.00% 100.00% 64.92% 73.82% 98.34% 90.46% 99.93% 96.75%
January 2004............. 21.16% 100.00% 100.00% 64.63% 71.52% 98.24% 90.07% 99.93% 96.54%
February 2004............ 20.05% 100.00% 100.00% 64.13% 71.06% 98.14% 89.68% 99.92% 96.33%
March 2004............... 18.90% 100.00% 100.00% 63.65% 70.60% 98.03% 89.28% 99.91% 96.11%
April 2004............... 17.84% 100.00% 100.00% 62.98% 70.06% 97.91% 88.87% 99.90% 95.88%
May 2004................. 16.73% 100.00% 100.00% 62.69% 69.59% 97.79% 88.46% 99.89% 95.65%
June 2004................ 15.66% 100.00% 100.00% 62.01% 69.05% 97.67% 88.03% 99.88% 95.41%
July 2004................ 14.55% 100.00% 100.00% 61.41% 68.59% 97.55% 87.60% 99.87% 95.16%
August 2004.............. 13.47% 100.00% 100.00% 60.83% 68.05% 97.42% 87.17% 99.85% 94.90%
September 2004........... 12.37% 100.00% 100.00% 60.14% 67.59% 97.28% 86.72% 99.84% 94.64%
October 2004............. 11.29% 100.00% 100.00% 59.43% 67.05% 97.14% 86.27% 99.82% 94.36%
November 2004............ 10.21% 100.00% 100.00% 58.85% 66.51% 97.00% 85.80% 99.81% 94.08%
December 2004............ 9.12% 100.00% 100.00% 58.16% 65.97% 96.85% 85.34% 99.79% 93.80%
January 2005............. 8.02% 100.00% 100.00% 57.57% 65.43% 96.70% 84.86% 99.77% 93.50%

A-12-1

February 2005............ 6.90% 100.00% 100.00% 56.98% 64.96% 96.54% 84.37% 99.75% 93.19%
March 2005............... 5.75% 100.00% 100.00% 56.31% 64.35% 96.38% 83.88% 99.73% 92.88%
April 2005............... 4.65% 100.00% 100.00% 55.69% 63.81% 96.22% 83.38% 99.71% 92.56%
May 2005................. 3.52% 100.00% 100.00% 55.14% 63.27% 96.05% 82.87% 99.69% 92.23%
June 2005................ 2.41% 100.00% 100.00% 54.60% 62.73% 95.87% 82.36% 99.66% 91.89%
July 2005................ 1.28% 100.00% 100.00% 54.04% 62.19% 95.69% 81.83% 99.63% 91.55%
August 2005.............. 0.18% 100.00% 100.00% 53.57% 61.58% 95.51% 81.30% 99.60% 91.19%
September 2005........... 0.00% 100.00% 100.00% 52.23% 61.05% 95.32% 80.76% 99.57% 90.83%
October 2005............. 100.00% 100.00% 50.35% 60.44% 95.12% 80.22% 99.54% 90.46%
November 2005............ 100.00% 100.00% 48.72% 59.83% 94.92% 79.66% 99.51% 90.08%
December 2005............ 100.00% 100.00% 47.05% 59.30% 94.72% 79.10% 99.47% 89.69%
January 2006............. 100.00% 100.00% 45.41% 58.69% 94.51% 78.53% 99.43% 89.29%
February 2006............ 100.00% 100.00% 43.77% 58.09% 94.29% 77.95% 99.39% 88.88%
March 2006............... 100.00% 100.00% 42.83% 57.49% 94.07% 77.36% 99.35% 88.46%
April 2006............... 100.00% 100.00% 40.99% 56.89% 93.84% 76.77% 99.31% 88.04%
May 2006................. 100.00% 100.00% 39.67% 56.29% 93.61% 76.17% 99.26% 87.61%
June 2006................ 100.00% 100.00% 38.06% 55.62% 93.38% 75.56% 99.21% 87.16%
July 2006................ 100.00% 100.00% 36.41% 55.02% 93.13% 74.94% 99.16% 86.71%
August 2006.............. 100.00% 100.00% 34.80% 54.36% 92.88% 74.32% 99.10% 86.23%
September 2006........... 100.00% 100.00% 33.18% 53.77% 92.63% 73.68% 99.04% 85.78%
October 2006............. 100.00% 100.00% 31.34% 53.11% 92.37% 73.04% 98.98% 85.30%
November 2006............ 100.00% 100.00% 29.73% 52.46% 92.11% 72.39% 98.92% 84.81%
December 2006............ 100.00% 100.00% 28.08% 51.81% 91.84% 71.74% 98.85% 84.31%
January 2007............. 100.00% 100.00% 26.44% 51.16% 91.56% 71.07% 98.78% 83.80%
February 2007............ 100.00% 100.00% 24.79% 50.51% 91.28% 70.40% 98.71% 83.29%
March 2007............... 100.00% 100.00% 23.43% 49.86% 90.99% 69.72% 98.63% 82.76%
April 2007............... 100.00% 100.00% 21.60% 49.16% 90.70% 69.03% 98.55% 82.22%
May 2007................. 100.00% 100.00% 19.91% 48.52% 90.40% 68.34% 98.47% 81.68%
June 2007................ 100.00% 100.00% 18.26% 47.82% 90.09% 67.64% 98.38% 81.12%
July 2007................ 100.00% 100.00% 16.58% 47.12% 89.78% 66.92% 98.29% 80.56%
August 2007.............. 100.00% 100.00% 14.99% 46.43% 89.46% 66.20% 98.19% 79.98%
September 2007........... 100.00% 100.00% 13.38% 45.74% 89.14% 65.48% 98.09% 79.40%
October 2007............. 100.00% 100.00% 11.57% 45.06% 88.81% 64.74% 97.99% 78.80%
November 2007............ 100.00% 100.00% 9.95% 44.38% 88.47% 64.00% 97.88% 78.20%
December 2007............ 100.00% 100.00% 8.34% 43.64% 88.13% 63.25% 97.76% 77.58%
January 2008............. 100.00% 100.00% 6.71% 42.97% 87.78% 62.49% 97.64% 76.96%
February 2008............ 100.00% 100.00% 5.09% 42.24% 87.42% 61.72% 97.52% 76.32%
March 2008............... 100.00% 100.00% 4.21% 41.52% 87.06% 60.95% 97.39% 75.68%
April 2008............... 100.00% 100.00% 2.62% 40.80% 86.69% 60.17% 97.26% 75.02%
May 2008................. 100.00% 100.00% 1.03% 40.09% 86.31% 59.38% 97.12% 74.36%
June 2008................ 100.00% 100.00% 0.00% 39.38% 85.93% 58.58% 96.97% 73.68%
July 2008................ 97.38% 100.00% 38.62% 85.54% 57.77% 96.82% 73.00%
August 2008.............. 95.49% 100.00% 37.92% 85.15% 56.96% 96.66% 72.30%
September 2008........... 93.80% 100.00% 37.18% 84.74% 56.14% 96.50% 71.59%
October 2008............. 92.23% 100.00% 36.44% 84.34% 55.31% 96.33% 70.88%
November 2008............ 90.75% 100.00% 35.70% 83.92% 54.57% 96.16% 70.15%
December 2008............ 89.33% 100.00% 34.92% 83.50% 53.63% 95.97% 69.41%
January 2009............. 87.96% 100.00% 34.20% 83.07% 52.77% 95.79% 68.66%
February 2009............ 86.63% 100.00% 33.43% 82.63% 51.91% 95.59% 67.90%
March 2009............... 85.33% 100.00% 32.72% 82.19% 51.04% 95.39% 67.13%
April 2009............... 84.07% 100.00% 31.97% 81.74% 50.17% 95.18% 66.35%
May 2009................. 82.83% 100.00% 31.22% 81.28% 49.28% 94.96% 65.56%
June 2009................ 81.62% 100.00% 30.43% 80.81% 48.39% 94.73% 64.76%
July 2009................ 80.43% 100.00% 29.70% 80.34% 47.49% 94.50% 63.95%
August 2009.............. 79.26% 100.00% 28.93% 79.86% 46.58% 94.26% 63.12%
September 2009........... 78.10% 100.00% 28.17% 79.37% 45.66% 94.01% 62.29%
October 2009............. 76.97% 100.00% 27.42% 78.88% 44.74% 93.75% 61.44%
November 2009............ 75.84% 100.00% 26.67% 78.38% 43.81% 93.48% 60.59%
December 2009............ 74.74% 100.00% 25.89% 77.87% 42.87% 93.21% 59.72%
January 2010............. 73.64% 100.00% 25.16% 77.35% 41.92% 92.92% 58.84%
February 2010............ 72.56% 100.00% 24.40% 76.83% 40.96% 92.62% 57.95%
March 2010............... 71.49% 100.00% 23.65% 76.29% 40.00% 92.32% 57.05%
April 2010............... 70.43% 100.00% 22.86% 75.75% 39.03% 92.01% 56.14%
May 2010................. 69.38% 100.00% 22.13% 75.31% 38.05% 91.68% 55.22%

A-12-2

June 2010................ 58.34% 100.00% 21.37% 74.65% 37.05% 91.35% 54.28%
July 2010................ 67.31% 100.00% 20.61% 74.09% 36.06% 91.00% 53.34%
August 2010.............. 66.29% 100.00% 19.87% 73.52% 35.06% 90.64% 52.38%
September 2010........... 65.28% 100.00% 19.14% 72.94% 34.05% 90.28% 51.41%
October 2010............. 64.27% 100.00% 18.38% 72.35% 33.03% 89.90% 50.43%
November 2010............ 63.27% 100.00% 17.64% 71.76% 32.00% 89.51% 49.44%
December 2010............ 62.28% 100.00% 16.92% 71.12% 30.97% 89.10% 48.44%
January 2011............. 61.30% 100.00% 16.22% 70.54% 29.92% 88.69% 47.43%
February 2011............ 60.33% 100.00% 15.49% 69.93% 28.87% 88.26% 46.40%
March 2011............... 59.36% 100.00% 14.81% 69.30% 27.81% 87.82% 45.36%
April 2011............... 58.39% 100.00% 14.08% 68.66% 26.75% 87.37% 44.31%
May 2011................. 57.44% 100.00% 13.39% 68.02% 25.67% 86.90% 43.25%
June 2011................ 56.49% 100.00% 12.71% 67.37% 24.59% 86.42% 42.18%
July 2011................ 55.54% 100.00% 12.02% 66.71% 23.50% 85.93% 41.10%
August 2011.............. 54.60% 100.00% 11.34% 66.04% 22.40% 85.42% 40.00%
September 2011........... 53.67% 100.00% 10.67% 65.36% 21.29% 84.90% 38.90%
October 2011............. 52.74% 100.00% 9.99% 64.68% 20.18% 84.36% 37.78%
November 2011............ 51.81% 100.00% 9.32% 63.99% 19.05% 83.81% 36.64%
December 2011............ 50.89% 100.00% 8.66% 63.28% 17.92% 83.25% 35.50%
January 2012............. 49.98% 100.00% 8.03% 62.57% 16.78% 82.66% 34.35%
February 2012............ 49.07% 100.00% 7.37% 61.85% 15.64% 82.06% 33.18%
March 2012............... 48.16% 100.00% 6.74% 61.13% 14.48% 81.45% 32.00%
April 2012............... 47.26% 100.00% 6.12% 60.39% 13.32% 80.82% 30.81%
May 2012................. 46.37% 100.00% 5.49% 59.64% 12.15% 80.17% 29.61%
June 2012................ 45.47% 100.00% 4.92% 58.89% 10.97% 79.50% 28.39%
July 2012................ 44.58% 100.00% 4.33% 58.13% 9.78% 78.82% 27.16%
August 2012.............. 43.70% 100.00% 3.73% 57.35% 8.59% 78.12% 26.00%
September 2012........... 42.82% 97.82% 3.18% 56.57% 7.38% 77.40% 24.91%
October 2012............. 41.94% 95.78% 2.62% 55.78% 6.17% 76.66% 23.71%
November 2012............ 41.06% 93.80% 2.06% 54.98% 4.95% 75.91% 22.44%
December 2012............ 40.19% 91.85% 1.54% 54.18% 3.73% 75.13% 21.07%
January 2013............. 39.33% 89.93% 1.02% 53.36% 2.49% 74.33% 19.66%
February 2013............ 38.46% 88.02% 0.51% 52.53% 1.25% 73.52% 18.22%
March 2013............... 37.60% 86.13% 0.00% 51.70% 0.00% 72.68% 16.90%
April 2013............... 36.75% 84.26% 50.85% 71.82% 15.56%
May 2013................. 35.89% 82.40% 50.00% 70.94% 14.21%
June 2013................ 35.04% 80.54% 49.14% 70.04% 12.84%
July 2013................ 34.19% 78.70% 48.26% 69.12% 11.47%
August 2013.............. 33.35% 76.86% 47.38% 68.18% 10.08%
September 2013........... 32.51% 75.03% 46.49% 67.21% 8.68%
October 2013............. 31.67% 73.21% 45.59% 66.22% 7.26%
November 2013............ 30.83% 71.40% 44.68% 65.20% 5.84%
December 2013............ 30.00% 69.59% 43.76% 64.17% 4.40%
January 2014............. 29.17% 67.78% 42.83% 63.10% 2.94%
February 2014............ 28.34% 65.99% 41.89% 62.01% 1.48%
March 2014............... 27.52% 64.19% 40.94% 60.90% 0.00%
April 2014............... 26.69% 62.40% 39.99% 59.76%
May 2014................. 25.87% 60.62% 39.02% 58.60%
June 2014................ 25.06% 58.84% 38.04% 57.41%
July 2014................ 24.24% 57.07% 37.05% 56.19%
August 2014.............. 23.43% 55.29% 36.05% 54.94%
September 2014........... 22.62% 53.53% 35.05% 53.67%
October 2014............. 21.81% 51.76% 34.03% 52.37%
November 2014............ 21.00% 50.00% 33.00% 51.04%
December 2014............ 20.20% 48.24% 31.96% 49.68%
January 2015............. 19.40% 46.49% 30.91% 48.29%
February 2015............ 18.60% 44.74% 29.86% 46.87%
March 2015............... 17.80% 42.99% 28.79% 45.41%
April 2015............... 17.01% 41.24% 27.71% 43.93%
May 2015................. 16.21% 39.50% 26.62% 42.42%
June 2015................ 15.42% 37.76% 25.52% 40.87%
July 2015................ 14.64% 36.02% 24.41% 39.29%
August 2015.............. 13.85% 34.28% 23.29% 37.68%
September 2015........... 13.06% 32.55% 22.16% 36.03%

A-12-3

October 2015............. 12.28% 30.82% 21.02% 34.35%
November 2015............ 11.50% 29.09% 19.87% 32.64%
December 2015............ 10.72% 27.36% 18.71% 30.89%
January 2016............. 9.94% 25.64% 17.54% 29.10%
February 2016............ 9.17% 23.92% 16.36% 27.28%
March 2016............... 8.39% 22.20% 15.16% 25.41%
April 2016............... 7.62% 20.48% 13.96% 23.52%
May 2016................. 6.85% 18.76% 12.75% 21.58%
June 2016................ 6.09% 17.05% 11.52% 19.61%
July 2016................ 5.32% 15.34% 10.28% 17.59%
August 2016.............. 4.55% 13.62% 9.04% 15.54%
September 2016........... 3.79% 11.92% 7.78% 13.45%
October 2016............. 3.03% 10.21% 6.51% 0.00%
November 2016............ 2.27% 8.50% 5.23%
December 2016............ 1.51% 6.80% 3.94%
January 2017............. 0.75% 5.10% 2.64%
February 2017............ 0.00% 3.40% 1.32%
March 2017............... 1.70% 0.00%
April 2017............... 0.00%

A-12-4

APPENDIX 13

EXTENDED POOL FACTORS

March 2000............... 82.68% 100.00% 100.00% 100.00% 96.07% 100.00% 100.00% 100.00% 100.00%
April 2000............... 81.92% 100.00% 100.00% 100.00% 95.75% 100.00% 100.00% 100.00% 100.00%
May 2000................. 81.15% 100.00% 100.00% 100.00% 95.42% 100.00% 100.00% 100.00% 100.00%
June 2000................ 80.38% 100.00% 100.00% 100.00% 95.10% 100.00% 100.00% 100.00% 100.00%
July 2000................ 79.61% 100.00% 100.00% 100.00% 94.77% 100.00% 100.00% 100.00% 100.00%
August 2000.............. 78.80% 100.00% 100.00% 100.00% 94.45% 100.00% 100.00% 100.00% 100.00%
September 2000........... 78.02% 100.00% 100.00% 100.00% 94.12% 100.00% 100.00% 100.00% 100.00%
October 2000............. 77.21% 100.00% 100.00% 100.00% 93.79% 100.00% 100.00% 100.00% 100.00%
November 2000............ 76.43% 100.00% 100.00% 100.00% 93.46% 100.00% 100.00% 100.00% 100.00%
December 2000............ 75.61% 100.00% 100.00% 100.00% 93.12% 100.00% 100.00% 100.00% 100.00%
January 2001............. 74.79% 100.00% 100.00% 100.00% 92.79% 100.00% 100.00% 100.00% 100.00%
February 2001............ 73.97% 100.00% 100.00% 100.00% 92.46% 100.00% 100.00% 100.00% 100.00%
March 2001............... 73.15% 100.00% 100.00% 100.00% 92.12% 100.00% 100.00% 100.00% 100.00%
April 2001............... 72.32% 100.00% 100.00% 97.77% 91.78% 100.00% 100.00% 100.00% 100.00%
May 2001................. 71.49% 100.00% 100.00% 96.92% 91.44% 100.00% 100.00% 100.00% 100.00%
June 2001................ 70.66% 100.00% 100.00% 95.51% 91.10% 100.00% 100.00% 100.00% 100.00%
July 2001................ 69.80% 100.00% 100.00% 94.89% 90.76% 100.00% 100.00% 100.00% 100.00%
August 2001.............. 68.96% 100.00% 100.00% 93.96% 90.42% 100.00% 100.00% 100.00% 100.00%
September 2001........... 68.09% 100.00% 100.00% 92.61% 90.07% 99.99% 100.00% 100.00% 100.00%
October 2001............. 67.22% 100.00% 100.00% 92.01% 89.72% 99.99% 100.00% 100.00% 100.00%
November 2001............ 66.35% 100.00% 100.00% 91.22% 89.28% 99.98% 99.99% 100.00% 100.00%
December 2001............ 65.47% 100.00% 100.00% 90.01% 88.93% 99.98% 99.97% 100.00% 100.00%
January 2002............. 64.60% 100.00% 100.00% 89.50% 88.58% 99.97% 99.95% 100.00% 100.00%
February 2002............ 63.72% 100.00% 100.00% 88.70% 88.23% 99.96% 99.91% 100.00% 100.00%
March 2002............... 62.84% 100.00% 100.00% 87.53% 87.87% 99.95% 99.88% 100.00% 100.00%
April 2002............... 61.92% 100.00% 100.00% 87.03% 87.52% 99.94% 99.83% 100.00% 100.00%
May 2002................. 61.04% 100.00% 100.00% 86.33% 87.16% 99.93% 99.78% 100.00% 100.00%
June 2002................ 60.12% 100.00% 100.00% 85.25% 86.71% 99.92% 99.72% 100.00% 100.00%
July 2002................ 59.20% 100.00% 100.00% 84.77% 86.35% 99.90% 99.65% 100.00% 100.00%
August 2002.............. 58.28% 100.00% 100.00% 84.06% 85.99% 99.88% 99.58% 100.00% 100.00%
September 2002........... 57.36% 100.00% 100.00% 83.01% 85.63% 99.86% 99.50% 100.00% 100.00%
October 2002............. 56.44% 100.00% 100.00% 82.47% 85.17% 99.84% 99.41% 100.00% 100.00%
November 2002............ 55.48% 100.00% 100.00% 81.85% 84.81% 99.82% 99.31% 100.00% 100.00%
December 2002............ 54.55% 100.00% 100.00% 80.84% 84.45% 99.79% 99.21% 100.00% 99.99%
January 2003............. 53.60% 100.00% 100.00% 80.39% 83.99% 99.76% 99.10% 100.00% 99.99%
February 2003............ 52.64% 100.00% 100.00% 79.75% 83.62% 99.73% 98.98% 100.00% 99.98%
March 2003............... 51.68% 100.00% 100.00% 78.67% 83.25% 99.70% 98.85% 100.00% 99.96%
April 2003............... 50.71% 100.00% 100.00% 77.58% 82.79% 99.66% 98.72% 100.00% 99.95%
May 2003................. 49.75% 100.00% 100.00% 76.98% 82.42% 99.63% 98.58% 100.00% 99.93%
June 2003................ 48.78% 100.00% 100.00% 76.20% 81.95% 99.59% 98.43% 100.00% 99.90%
July 2003................ 47.79% 100.00% 100.00% 75.63% 81.58% 99.54% 98.27% 100.00% 99.88%
August 2003.............. 46.79% 100.00% 100.00% 75.00% 81.11% 99.50% 98.11% 100.00% 99.84%
September 2003........... 45.79% 100.00% 100.00% 74.23% 80.74% 99.45% 97.94% 100.00% 99.81%
October 2003............. 44.79% 100.00% 100.00% 73.62% 80.27% 99.40% 97.76% 100.00% 99.77%
November 2003............ 43.79% 100.00% 100.00% 73.01% 79.89% 99.34% 97.57% 100.00% 99.72%
December 2003............ 42.79% 100.00% 100.00% 72.27% 79.42% 99.29% 97.38% 100.00% 99.67%
January 2004............. 37.79% 100.00% 100.00% 71.74% 78.95% 99.23% 97.18% 100.00% 99.62%
February 2004............ 36.80% 100.00% 100.00% 71.14% 78.57% 99.16% 96.97% 100.00% 99.56%
March 2004............... 35.83% 100.00% 100.00% 70.55% 78.09% 99.10% 96.75% 100.00% 99.49%
April 2004............... 34.84% 100.00% 100.00% 69.93% 77.62% 99.03% 96.53% 100.00% 99.42%
May 2004................. 33.82% 100.00% 100.00% 69.38% 77.15% 98.95% 96.30% 100.00% 99.35%
June 2004................ 32.83% 100.00% 100.00% 68.65% 76.68% 98.88% 96.06% 99.99% 99.27%
July 2004................ 31.81% 100.00% 100.00% 68.09% 76.20% 98.80% 95.81% 99.99% 99.18%
August 2004.............. 30.81% 100.00% 100.00% 67.54% 75.81% 98.71% 95.56% 99.99% 99.09%
September 2004........... 29.79% 100.00% 100.00% 66.82% 75.34% 98.63% 95.30% 99.99% 98.99%
October 2004............. 28.74% 100.00% 100.00% 66.16% 74.77% 98.54% 95.03% 99.99% 98.88%
November 2004............ 27.71% 100.00% 100.00% 65.59% 74.30% 98.44% 94.75% 99.99% 98.77%
December 2004............ 26.69% 100.00% 100.00% 64.92% 73.82% 98.34% 94.47% 99.99% 98.66%
January 2005............. 25.64% 100.00% 100.00% 64.63% 71.52% 98.24% 94.18% 99.98% 98.53%

A-13-1

February 2005............ 24.59% 100.00% 100.00% 64.13% 71.06% 98.14% 93.88% 99.98% 98.40%
March 2005............... 23.54% 100.00% 100.00% 63.65% 70.60% 98.03% 93.57% 99.98% 98.27%
April 2005............... 22.49% 100.00% 100.00% 62.98% 70.06% 97.91% 93.25% 99.97% 98.13%
May 2005................. 21.41% 100.00% 100.00% 62.69% 69.59% 97.79% 92.93% 99.97% 97.98%
June 2005................ 20.36% 100.00% 100.00% 62.01% 69.05% 97.67% 92.60% 99.97% 97.82%
July 2005................ 19.28% 100.00% 100.00% 61.41% 68.59% 97.55% 92.26% 99.96% 97.66%
August 2005.............. 18.21% 100.00% 100.00% 60.83% 68.05% 97.42% 91.92% 99.96% 97.49%
September 2005........... 17.13% 100.00% 100.00% 60.14% 67.59% 97.28% 91.56% 99.95% 97.32%
October 2005............. 16.03% 100.00% 100.00% 59.43% 67.05% 97.14% 91.20% 99.95% 97.13%
November 2005............ 14.93% 100.00% 100.00% 58.85% 66.51% 97.00% 90.83% 99.94% 96.94%
December 2005............ 13.86% 100.00% 100.00% 58.16% 65.97% 96.85% 90.46% 99.93% 96.75%
January 2006............. 12.74% 100.00% 100.00% 57.57% 65.43% 96.70% 90.07% 99.93% 96.54%
February 2006............ 11.64% 100.00% 100.00% 56.98% 64.96% 96.54% 89.68% 99.92% 96.33%
March 2006............... 10.54% 100.00% 100.00% 56.31% 64.35% 96.38% 89.28% 99.91% 96.11%
April 2006............... 9.42% 100.00% 100.00% 55.69% 63.81% 96.22% 88.87% 99.90% 95.88%
May 2006................. 8.30% 100.00% 100.00% 55.14% 63.27% 96.05% 88.46% 99.89% 95.65%
June 2006................ 7.18% 100.00% 100.00% 54.60% 62.73% 95.87% 88.03% 99.88% 95.41%
July 2006................ 6.06% 100.00% 100.00% 54.04% 62.19% 95.69% 87.60% 99.87% 95.16%
August 2006.............. 4.92% 100.00% 100.00% 53.57% 61.58% 95.51% 87.17% 99.85% 94.90%
September 2006........... 3.78% 100.00% 100.00% 52.23% 61.05% 95.32% 86.72% 99.84% 94.64%
October 2006............. 2.65% 100.00% 100.00% 50.35% 60.44% 95.12% 86.27% 99.82% 94.36%
November 2006............ 1.51% 100.00% 100.00% 48.72% 59.83% 94.92% 85.80% 99.81% 94.08%
December 2006............ 0.35% 100.00% 100.00% 47.05% 59.30% 94.72% 85.34% 99.79% 93.80%
January 2007............. 0.00% 100.00% 100.00% 45.41% 58.69% 94.51% 84.86% 99.77% 93.50%
February 2007............ 100.00% 100.00% 43.77% 58.09% 94.29% 84.37% 99.75% 93.19%
March 2007............... 100.00% 100.00% 42.83% 57.49% 94.07% 83.88% 99.73% 92.88%
April 2007............... 100.00% 100.00% 40.99% 56.89% 93.84% 83.38% 99.71% 92.56%
May 2007................. 100.00% 100.00% 39.67% 56.29% 93.61% 82.87% 99.69% 92.23%
June 2007................ 100.00% 100.00% 38.06% 55.62% 93.38% 82.36% 99.66% 91.89%
July 2007................ 100.00% 100.00% 36.41% 55.02% 93.13% 81.83% 99.63% 91.55%
August 2007.............. 100.00% 100.00% 34.80% 54.36% 92.88% 81.30% 99.60% 91.19%
September 2007........... 100.00% 100.00% 33.18% 53.77% 92.63% 80.76% 99.57% 90.83%
October 2007............. 100.00% 100.00% 31.34% 53.11% 92.37% 80.22% 99.54% 90.46%
November 2007............ 100.00% 100.00% 29.73% 52.46% 92.11% 79.66% 99.51% 90.08%
December 2007............ 100.00% 100.00% 28.08% 51.81% 91.84% 79.10% 99.47% 89.69%
January 2008............. 100.00% 100.00% 26.44% 51.16% 91.56% 78.53% 99.43% 89.29%
February 2008............ 100.00% 100.00% 24.79% 50.51% 91.28% 77.95% 99.39% 88.88%
March 2008............... 100.00% 100.00% 23.43% 49.86% 90.99% 77.36% 99.35% 88.46%
April 2008............... 100.00% 100.00% 21.60% 49.16% 90.70% 76.77% 99.31% 88.04%
May 2008................. 100.00% 100.00% 19.91% 48.52% 90.40% 76.17% 99.26% 87.61%
June 2008................ 100.00% 100.00% 18.26% 47.82% 90.09% 75.56% 99.21% 87.16%
July 2008................ 100.00% 100.00% 16.58% 47.12% 89.78% 74.94% 99.16% 86.71%
August 2008.............. 100.00% 100.00% 14.99% 46.43% 89.46% 74.32% 99.10% 86.25%
September 2008........... 100.00% 100.00% 13.38% 45.74% 89.14% 73.68% 99.04% 85.78%
October 2008............. 100.00% 100.00% 11.57% 45.06% 88.81% 73.04% 98.98% 85.30%
November 2008............ 100.00% 100.00% 9.95% 44.38% 88.47% 72.39% 98.92% 84.81%
December 2008............ 100.00% 100.00% 8.34% 43.64% 88.13% 71.74% 98.85% 84.31%
January 2009............. 100.00% 100.00% 6.71% 42.97% 87.78% 71.07% 98.78% 83.80%
February 2009............ 100.00% 100.00% 5.09% 42.24% 87.42% 70.40% 98.71% 83.29%
March 2009............... 100.00% 100.00% 4.21% 41.52% 87.06% 69.72% 98.63% 82.76%
April 2009............... 100.00% 100.00% 2.62% 40.80% 86.69% 69.03% 98.55% 82.22%
May 2009................. 100.00% 100.00% 1.03% 40.09% 86.31% 68.34% 98.47% 81.68%
June 2009................ 100.00% 100.00% 0.00% 39.38% 85.93% 67.64% 98.38% 81.12%
July 2009................ 97.38% 100.00% 38.62% 85.54% 66.92% 98.29% 80.56%
August 2009.............. 95.49% 100.00% 37.92% 85.15% 66.20% 98.19% 79.98%
September 2009........... 93.80% 100.00% 37.18% 84.74% 65.48% 98.09% 79.40%
October 2009............. 92.23% 100.00% 36.44% 84.34% 64.74% 97.99% 78.80%
November 2009............ 90.75% 100.00% 35.70% 83.92% 64.00% 97.88% 78.20%
December 2009............ 89.33% 100.00% 34.92% 83.50% 63.25% 97.76% 77.58%
January 2010............. 87.96% 100.00% 34.20% 83.07% 62.49% 97.64% 76.96%
February 2010............ 86.63% 100.00% 33.43% 82.63% 61.72% 97.52% 76.32%
March 2010............... 85.33% 100.00% 32.72% 82.19% 60.95% 97.39% 75.68%
April 2010............... 84.07% 100.00% 31.97% 81.74% 60.17% 97.26% 75.02%
May 2010................. 82.83% 100.00% 31.22% 81.28% 59.38% 97.12% 74.36%

A-13-2

June 2010................ 81.62% 100.00% 30.43% 80.81% 58.58% 96.97% 73.68%
July 2010................ 80.43% 100.00% 29.70% 80.34% 57.77% 96.82% 73.00%
August 2010.............. 79.26% 100.00% 28.93% 79.86% 56.96% 96.66% 72.30%
September 2010........... 78.10% 100.00% 28.17% 79.37% 56.14% 96.50% 71.59%
October 2010............. 76.97% 100.00% 27.42% 78.88% 55.31% 96.33% 70.88%
November 2010............ 75.84% 100.00% 26.67% 78.38% 54.47% 96.16% 70.15%
December 2010............ 74.74% 100.00% 25.89% 77.87% 53.63% 95.97% 69.41%
January 2011............. 73.64% 100.00% 25.16% 77.35% 52.77% 95.79% 68.66%
February 2011............ 72.56% 100.00% 24.40% 76.83% 51.91% 95.59% 67.90%
March 2011............... 71.49% 100.00% 23.65% 76.29% 51.04% 95.39% 67.13%
April 2011............... 70.43% 100.00% 22.86% 75.75% 50.17% 95.18% 66.35%
May 2011................. 69.38% 100.00% 22.13% 75.21% 49.28% 94.96% 65.56%
June 2011................ 68.34% 100.00% 21.37% 74.65% 48.39% 94.73% 64.76%
July 2011................ 67.31% 100.00% 20.61% 74.09% 47.49% 94.50% 63.95%
August 2011.............. 66.29% 100.00% 19.87% 73.52% 46.58% 94.26% 63.12%
September 2011........... 65.28% 100.00% 19.14% 72.94% 45.66% 94.01% 62.29%
October 2011............. 64.27% 100.00% 18.38% 72.35% 44.74% 93.75% 61.44%
November 2011............ 63.27% 100.00% 17.64% 71.76% 43.81% 93.48% 60.59%
December 2011............ 62.28% 100.00% 16.92% 71.15% 42.87% 93.21% 59.72%
January 2012............. 61.30% 100.00% 16.22% 70.54% 41.92% 92.92% 58.84%
February 2012............ 60.33% 100.00% 15.49% 69.93% 40.96% 92.62% 57.95%
March 2012............... 59.36% 100.00% 14.81% 69.30% 40.00% 92.32% 57.05%
April 2012............... 58.39% 100.00% 14.08% 68.66% 39.03% 92.01% 56.14%
May 2012................. 57.44% 100.00% 13.39% 68.02% 38.05% 91.68% 55.22%
June 2012................ 56.49% 100.00% 12.71% 67.37% 37.06% 91.35% 54.28%
July 2012................ 55.54% 100.00% 12.02% 66.71% 36.06% 91.00% 53.34%
August 2012.............. 54.60% 100.00% 11.34% 66.04% 35.06% 90.64% 52.38%
September 2012........... 53.67% 100.00% 10.67% 65.36% 34.05% 90.28% 51.41%
October 2012............. 52.74% 100.00% 9.99% 64.68% 33.03% 89.90% 50.43%
November 2012............ 51.81% 100.00% 9.32% 63.99% 32.00% 89.51% 49.44%
December 2012............ 50.89% 100.00% 8.66% 63.28% 30.97% 89.10% 48.44%
January 2013............. 49.98% 100.00% 8.03% 62.57% 29.92% 88.69% 47.43%
February 2013............ 49.07% 100.00% 7.37% 61.85% 28.87% 88.26% 46.40%
March 2013............... 48.16% 100.00% 6.74% 61.13% 27.81% 87.82% 45.36%
April 2013............... 47.26% 100.00% 6.12% 60.39% 26.75% 87.37% 44.31%
May 2013................. 46.37% 100.00% 5.49% 59.64% 25.67% 86.90% 43.25%
June 2013................ 45.47% 100.00% 4.92% 58.89% 24.59% 86.42% 42.18%
July 2013................ 44.58% 100.00% 4.33% 58.13% 23.50% 85.93% 41.10%
August 2013.............. 43.70% 100.00% 3.73% 57.35% 22.40% 85.42% 40.00%
September 2013........... 42.82% 97.82% 3.18% 56.57% 21.29% 84.90% 38.90%
October 2013............. 41.94% 95.78% 2.62% 55.78% 20.18% 84.36% 37.78%
November 2013............ 41.06% 93.80% 2.06% 54.98% 19.05% 83.81% 36.64%
December 2013............ 40.19% 91.85% 1.54% 54.18% 17.92% 83.25% 35.50%
January 2014............. 39.33% 89.93% 1.02% 53.36% 16.78% 82.66% 34.35%
February 2014............ 38.46% 88.02% 0.51% 52.53% 15.64% 82.06% 33.18%
March 2014............... 37.60% 86.13% 0.00% 51.70% 14.48% 81.45% 32.00%
April 2014............... 36.75% 84.26% 50.85% 13.32% 80.82% 30.81%
May 2014................. 35.89% 82.40% 50.00% 12.15% 80.17% 29.61%
June 2014................ 35.04% 80.54% 49.14% 10.97% 79.50% 28.39%
July 2014................ 34.19% 78.70% 48.26% 9.78% 78.82% 27.16%
August 2014.............. 33.35% 76.86% 47.38% 8.59% 78.12% 26.00%
September 2014........... 32.51% 75.03% 46.49% 7.38% 77.40% 24.91%
October 2014............. 31.67% 73.21% 45.59% 6.17% 76.66% 23.71%
November 2014............ 30.83% 71.40% 44.68% 4.95% 75.91% 22.44%
December 2014............ 30.00% 69.59% 43.76% 3.73% 75.13% 21.07%
January 2015............. 29.17% 67.78% 42.83% 2.49% 74.33% 19.66%
February 2015............ 28.34% 65.99% 41.89% 1.25% 73.52% 18.22%
March 2015............... 27.52% 64.19% 40.94% 0.00% 72.68% 16.90%
April 2015............... 26.69% 62.40% 39.99% 71.82% 15.56%
May 2015................. 25.87% 60.62% 39.02% 70.94% 14.21%
June 2015................ 25.06% 58.84% 38.04% 70.04% 12.84%
July 2015................ 24.24% 57.07% 37.05% 69.12% 11.47%
August 2015.............. 23.43% 55.29% 36.05% 68.18% 10.08%
September 2015........... 22.62% 53.53% 35.05% 67.21% 8.68%

A-13-3

October 2015............. 21.81% 51.76% 34.03% 66.22% 7.26%
November 2015............ 21.00% 50.00% 33.00% 65.20% 5.84%
December 2015............ 20.20% 48.24% 31.96% 64.17% 4.40%
January 2016............. 19.40% 46.49% 30.91% 63.10% 2.94%
February 2016............ 18.60% 44.74% 29.86% 62.01% 1.48%
March 2016............... 17.80% 42.99% 28.79% 60.90% 0.00%
April 2016............... 17.01% 41.24% 27.71% 59.76%
May 2016................. 16.21% 39.50% 26.62% 58.60%
June 2016................ 15.42% 37.76% 25.52% 57.41%
July 2016................ 14.64% 36.02% 24.41% 56.19%
August 2016.............. 13.85% 34.28% 23.29% 54.94%
September 2016........... 13.06% 32.55% 22.16% 53.67%
October 2016............. 12.28% 30.82% 21.02% 52.37%
November 2016............ 11.50% 29.09% 19.87% 51.04%
December 2016............ 10.72% 27.36% 18.71% 49.68%
January 2017............. 9.94% 25.64% 17.54% 48.29%
February 2017............ 9.17% 23.92% 16.36% 46.87%
March 2017............... 8.39% 22.20% 15.16% 45.41%
April 2017............... 7.62% 20.48% 13.96% 43.93%
May 2017................. 6.85% 18.76% 12.75% 42.42%
June 2017................ 6.09% 17.05% 11.52% 40.87%
July 2017................ 5.32% 15.34% 10.28% 39.29%
August 2017.............. 4.55% 13.62% 9.04% 37.68%
September 2017........... 3.79% 11.92% 7.78% 36.03%
October 2017............. 3.03% 10.21% 6.51% 34.35%
November 2017............ 2.27% 8.50% 5.23% 32.64%
December 2017............ 1.51% 6.80% 3.94% 30.89%
January 2018............. 0.75% 5.10% 2.64% 29.10%
February 2018............ 0.00% 3.40% 1.32% 27.28%
March 2018............... 1.70% 0.00% 25.41%
April 2018............... 0.00% 23.52%
May 2018................. 21.58%
June 2018................ 19.61%
July 2018................ 17.59%
August 2018.............. 15.54%
September 2018........... 13.45%
October 2018............. 0.00%

A-13-4

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS

Historical Financial Statements Related to the Purchase of Aircraft from
a Subsidiary of MSDW
Page
----
Independent Auditors' Report................................................F-2
Schedule of Net Assets Acquired as of March 15, 2000 and notes thereto......F-3
Independent Auditors' Report................................................F-7
Schedule of Direct Revenues and Expenses (Related to 27 Aircraft
Purchased from a Subsidiary of MSDW) for the period from August
11, 1999 to November 30, 1999 and notes thereto ..........................F-8
Report of Independent Accountants...........................................F-10
Schedules of Direct Revenues and Expenses (Related to 27 Aircraft
Sold to Subsidiaries of Morgan Stanley Dean Witter & Co.) for the
Seven-Month and Ten Day Period Ended August 10, 1999, and the
Years Ended December 31, 1998 and 1997 and notes thereto..................F-11
Schedule of Direct Revenues and Expenses (Related to 27 Aircraft
Purchased from a Subsidiary of MSDW) for the three months ended
February 29, 2000 and notes thereto (unaudited) ..........................F-14
Schedule of Direct Revenues and Expenses (Related to 27 Aircraft
Sold to Subsidiaries of MSDW) for the three month period ended
March 31, 1999 and notes thereto (unaudited) .............................F-16

Historical Financial Statements of Morgan Stanley Aircraft Finance and
Subsidiaries

Independent Auditors' Report ...............................................F-19
Consolidated Financial Statements for the fiscal years ended
November 30, 1999 and 1998 and the period from October 30, 1997
(date of formation) to November 30, 1997 and notes thereto................F-20
Interim Condensed Consolidated Financial Statements for the three
and nine months ended August 31, 2000 and August 31, 1999 and
notes thereto (unaudited).................................................F-35

F-1

INDEPENDENT AUDITORS' REPORT

To the Trustees of
Morgan Stanley Aircraft Finance and Subsidiaries

We have audited the accompanying Schedule of Net Assets Acquired of Morgan
Stanley Aircraft Finance and Subsidiaries (the "Group"), a wholly owned
subsidiary of Morgan Stanley Dean Witter & Co. (the "Company"), as of March 15,
2000 (the "Schedule"). A subsidiary of the Company had previously purchased the
portfolio of aircraft from International Lease Finance Corporation, Los Angeles,
California as described in Note 1 to the Schedule. This Schedule is the
responsibility of the Group's management. Our responsibility is to express an
opinion on the Schedule based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Schedule
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An audit also
includes assessing the accounting principles used and significant estimates used
by management, as well as evaluating the overall presentation of the Schedule.
We believe that our audit provides a reasonable basis for our opinion.

The accompanying Schedule was prepared for the purpose of complying with
Rule 3-05 of Regulation S-X of the Securities and Exchange Commission as
described in Note 1 to the Schedule.

In our opinion, such Schedule presents fairly, in all material respects,
the net assets acquired by the Group at March 15, 2000 in conformity with
accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
October 19, 2000

F-2

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULE OF NET ASSETS ACQUIRED
AS OF MARCH 15, 2000
(DOLLARS IN THOUSANDS)

Assets Acquired:
Aircraft under operating leases, at cost ............ $996,112
--------
Total assets acquired.................................. $996,112
========

Liabilities Assumed:

Liability for maintenance............................ $ 49,707
Other liabilities.................................... 10,588
Deferred rental income............................... 8,524
--------
Total liabilities assumed.............................. 68,819
--------
Net assets acquired.................................... $927,293
========

See notes to the Schedule of Net Assets Acquired.

F-3

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF NET ASSETS ACQUIRED
AS OF MARCH 15, 2000

Note 1 - Basis of Presentation

On March 15, 2000, Morgan Stanley Aircraft Finance and
Subsidiaries ("MSAF Group") acquired a portfolio of 26 aircraft (the
"Aircraft") from a subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW").
MSDW had previously acquired the Aircraft from International Lease Finance
Corporation ("ILFC") on August 10, 1999. MSDW paid ILFC cash consideration for
the Aircraft. The staff of the Securities and Exchange Commission has deemed
the purchase of the Aircraft by MSAF Group to be an acquisition of a business
as defined in Rule 11-01 of Regulation S-X.

The Schedule of Net Assets Acquired has been prepared to comply
with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission.
MSAF Group and the entity from which it acquired the Aircraft are both under
the common control of MSDW. In accordance with generally accepted accounting
principles, such common control prohibits MSAF Group from applying fair value
accounting to the assets and liabilities acquired. Therefore, the amounts
appearing on the accompanying Schedule of Net Assets Acquired are stated at the
historical basis of such net assets on the subsidiary of MSDW's books and
records.

Note 2 - Aircraft Under Operating Leases

Aircraft under operating leases are stated at the cost paid by
MSAF Group to a subsidiary of MSDW to acquire the Aircraft. Such amount was
equal to the subsidiary of MSDW's book value as of March 15, 2000, which is
equivalent to the purchase price paid to ILFC on August 10, 1999 less
accumulated depreciation through March 15, 2000. The components of MSAF Group's
cost are presented below (dollars in thousands):

Aircraft cost................................... $1,025,713
Less: Accumulated depreciation.................. (29,601)
----------
Aircraft under operating leases................. $ 996,112
==========

Depreciation of the Aircraft is calculated on a straight line
basis. The current estimates for residual values are generally 10% of cost and
useful lives are generally 25 years from the date of manufacture. The remaining
useful life of the Aircraft as of March 15, 2000 ranged from 10 to 20 years.

Note 3 - Liabilities Assumed

The liabilities assumed by MSAF group, consisting of security
deposits, unearned rental income, maintenance liabilities and liabilities
associated with certain interest rate swaps, were acquired from the subsidiary
of MSDW and are stated at the book value of such subsidiary as of March 15,
2000.

Note 4 - Liability for Maintenance

MSAF Group assumed maintenance liabilities from a subsidiary of
MSDW in connection with the purchase of the Aircraft. In most lease contracts
the lessee has an obligation for maintenance costs on airframes and engines. In
certain lease contracts the lessee makes full or partial prepayment to the
lessor, calculated at an hourly rate, which is used to reimburse the lessee for
significant maintenance charges, including major airframe and engine overhauls.
Such prepayments are generally non-refundable. MSAF Group records the cash
prepayments made by lessees for maintenance as a component of the liability for
maintenance account. When the lessee incurs maintenance expenditures, MSAF
Group must return a corresponding amount of the prepayment to the lessee. At
this time,

F-4

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF NET ASSETS ACQUIRED
AS OF MARCH 15, 2000

MSAF Group will forward cash to the lessee, with a corresponding decrease to
the liability for maintenance account. MSAF Group will only reimburse the
lessee for the cost of maintenance expenditures to the extent that sufficient
prepayments have been made by the lessee.

MSAF Group also estimates the amount of maintenance expenditures
for which it will have primary responsibility. Such expenditures typically are
required when an aircraft must be prepared prior to the commencement of a new
lease. MSAF Group also makes estimates of the amounts that, in certain
circumstances (including lessees defaulting on payment obligations), could
result in MSAF Group incurring maintenance costs which are the lessee's primary
responsibility. When MSAF Group determines that it will be primarily
responsible for certain maintenance expenditures, the amount of such
expenditure is charged directly to earnings and is included as a component of
the liability for maintenance account.

MSAF Group's liability for maintenance at March 15, 2000 was
comprised of $49.0 million of lessee prepayments and $0.7 million of estimated
lessor maintenance expenditures.

Note 5 - Derivative Financial Instruments

MSAF Group assumed certain interest rate swap positions from a
subsidiary of MSDW in connection with the purchase of the Aircraft. Such
interest rate swaps will be utilized by MSAF Group as hedges of certain
interest rate exposures related to its issuance, on March 15, 2000, of $1,310
million of restricted notes (the "Notes") in a private placement (see Note 6).
Since the Notes were issued by MSAF Group directly, they do not appear on the
accompanying Schedule of Net Assets Acquired.

The aggregate notional principal amount of the interest rate
swaps assumed by MSAF Group was $700 million. In each of these swaps, MSAF
Group will receive floating amounts (based upon one month LIBOR) and will pay
fixed amounts (based upon annual interest rates ranging from 7.12% to 7.46%) on
a monthly basis. The maturity dates of these swap positions range from
February, 2002 to November, 2019. The aggregate fair value of these swaps at
March 15, 2000 was ($3.9) million.

In June 1998, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS No. 133'), which
establishes accounting and reporting standards for derivative instruments and
hedging activities. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133". SFAS No. 137 deferred the effective date of SFAS No.
133 for one year to fiscal years beginning after June 15, 2000. In June 2000,
the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities - an amendment of SFAS No. 133". MSAF Group is in the
process of evaluating the impact of adopting SFAS No. 133, as amended by SFAS
No. 138.

Note 6 - Note Issuances

On March 15, 2000, MSAF Group issued $1,310 million of Notes on
a basis exempt from registration under the Securities Act of 1933, as amended.
With the exception of MSAF Group, the Notes are not obligations of, or
guaranteed by, MSDW or any of its subsidiaries.

F-5

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF NET ASSETS ACQUIRED
AS OF MARCH 15, 2000

MSAF Group is obligated to use its best efforts to consummate an
exchange offer (the "Exchange Offer") pursuant to which the Notes would be
exchanged for substantially similar securities issued pursuant to an effective
registration statement under the Securities Act of 1933. If the Exchange Offer
is not consummated or a registration statement is not declared effective on or
prior to December 10, 2000, thereafter an additional incremental interest
amount will accrue on each subclass of the Notes, at an annual rate of 0.50%.
Such additional incremental interest will be payable until the date that the
Exchange Offer is consummated or until such time as MSAF Group causes a
registration statement with respect to resales of the Notes to become
effective.

The repayment terms of each subclass of the Notes are such that
certain principal amounts are expected to be repaid based on certain
assumptions (the "Expected Final Payment Date") or refinanced through the
issuance of refinancing notes, but in any event are ultimately due for
repayment on specified final maturity dates (the "Final Maturity Date"). The
initial principal amount, interest rate, Expected Final Payment Dates and Final
Maturity Dates applicable to each subclass of the Notes are listed below:

Initial Expected
Principal Amount Final Payment Final
Subclass (in thousands) Interest Rate Date Maturity Date
- -------- -------------- ------------- ------------- -------------
A-3 $580,000 LIBOR+0.52% March 15, 2002 March 15, 2025
A-4 200,000 LIBOR+0.54% March 15, 2003 March 15, 2025
A-5 400,000 LIBOR+0.58% June 15, 2008 March 15, 2025
B-2 75,000 LIBOR+1.05% March 15, 2007 March 15, 2025
C-2 55,000 9.60% October 15,2016 March 15, 2025

If the Subclass A-3, A-4 or B-2 notes are not repaid on or
before their respective Expected Final Payment Dates, MSAF Group will pay
additional interest of 1.00% per annum on the Subclass A-3 and A-4 notes and
1.50% per annum on the Subclass B-2 notes, until such notes are repaid in full.

The dates on which principal repayments on the Notes will
actually occur will depend on the cash flows generated by the rental income
from MSAF Group's portfolio of aircraft. Amounts received by MSAF Group are
available for distribution and are paid in accordance with the priorities
specified in the Indenture relating to the Notes.

Note 7 - Additional Aircraft Purchase

On May 1, 2000, MSAF Group acquired one additional aircraft from
a subsidiary of MSDW. This aircraft was previously purchased by MSDW from ILFC
in August 1999, but is not included in the accompanying Schedule of Net Assets
Acquired since this Statement is prior to the date of acquisition of this
aircraft. MSDW paid ILFC cash consideration for this additional aircraft. The
book value of this aircraft was approximately $20.5 million at May 1, 2000.

F-6

INDEPENDENT AUDITORS' REPORT

To the Trustees of
Morgan Stanley Aircraft Finance and Subsidiaries

We have audited the accompanying Schedule of Direct Revenues and
Expenses (Related to 27 aircraft purchased from a subsidiary of Morgan Stanley
Dean Witter & Co. (the "Company") of Morgan Stanley Aircraft Finance and
Subsidiaries (the "Group"), a wholly-owned subsidiary of the Company, for the
period from August 11, 1999 through November 30, 1999 (the "Schedule").
The Company previously purchased the Aircraft from International Lease
Finance Corporation, Los Angeles, California as described in Note 1 to this
Schedule. This Schedule is the responsibility of Group's management. Our
responsibility is to express an opinion on the Schedule based on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the Schedule is free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the Schedule.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the Schedule. We believe that our audit provides a reasonable basis for our
opinion.

The accompanying Schedule was prepared for the purpose of
complying with Rule 3-05 of Regulation S-X of the Securities and Exchange
Commission as described in Note 1 to the Schedule and are not intended to be a
complete presentation of the Group's revenues and expenses.

In our opinion, such Schedule presents fairly, in all material
respects, the direct revenues and expenses of the Group for the period from
August 11, 1999 through November 30, 1999 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP
New York, New York
October 19, 2000

F-7

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF MSDW)
FOR THE PERIOD FROM AUGUST 11, 1999 TO NOVEMBER 30, 1999

Period from August 11,
1999 to
November 30, 1999
----------------------
(Dollars in thousands)
Direct revenues
Lease revenues........................................... $36,234
=======
Direct Expenses
(excluding interest expense - see Note 3)
Depreciation expense................................... $14,977
Maintenance and other
aircraft related costs................................. 5
-------
Service provider and other fees.......................... 1,106
Total Direct Expenses (excluding interest expense -
see Note 3)............................................ $16,088
=======

See notes to the Schedule of Direct Revenues and Expenses.

F-8

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF MSDW)

Note 1 - Basis of Presentation

On March 15, 2000, Morgan Stanley Aircraft Finance and
Subsidiaries ("MSAF Group") acquired a portfolio of 26 aircraft from a
subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). In May 2000, MSAF
Group acquired one additional aircraft from a subsidiary of MSDW. MSDW had
previously acquired all 27 of these aircraft (the "Aircraft") from
International Lease Finance Corporation ("ILFC") on August 10, 1999. MSDW paid
ILFC cash consideration for the Aircraft. The staff of the Securities and
Exchange Commission has deemed the purchase of the Aircraft by MSAF Group to
be an acquisition of a business as defined in Rule 11-01 of Regulation S-X.

The Schedules of Direct Revenues and Expenses (Related to 27
Aircraft Purchased from a Subsidiary of MSDW) has been prepared to comply with
Rule 3-05 of Regulation S-X as requested by the staff of the Securities and
Exchange Commission.

Note 2 - Summary of Significant Accounting Policies

Lease Revenues - The Aircraft are leased to certain third
parties under operating leases. Revenues from such operating leases are
recognized on a straight-line basis.

Depreciation Expense - Depreciation of the Aircraft is
calculated on a straight line basis. The current estimates for residual values
are generally 10% of cost and useful lives are generally 25 years from the date
of manufacture. The remaining useful life of the Aircraft as of March 15, 2000
ranged from 10 to 20 years.

Service Provider and Other Fees - In the period from August 11,
1999 to November 30, 1999, MSDW paid certain fees to ILFC in accordance with
the terms of a servicing agreement (the "Agreement"). Under the terms of the
Agreement, ILFC is performing certain aircraft related activities with respect
to the Aircraft, including marketing the Aircraft for lease or sale and
monitoring lessee compliance with lease terms.

Maintenance and Other Aircraft Related Costs - MSDW estimates
the amount of maintenance expenditures for which it will have primary
responsibility. Such expenditures typically are required when an aircraft must
be prepared prior to the commencement of a new lease. MSDW also makes estimates
of the amounts that, in certain circumstances (including lessees defaulting on
payment obligations), could result in MSDW incurring maintenance costs which
are the lessee's primary responsibility. When MSDW determines that it will be
primarily responsible for certain maintenance expenditures, the amount of such
expenditure is charged directly to earnings.

Note 3 - Interest Expense (Unaudited)

Interest expense has been excluded from the accompanying
Schedule of Direct Revenues and Expenses as it is considered a corporate level
expense by MSDW. However, for the purposes of this note, MSDW has made an
allocation of interest expense by applying its composite rate of interest for
the period presented to an amount of debt allocated to the Aircraft, which was
based upon the purchase price of the Aircraft. Management believes that such
allocation is a reasonable basis for allocating such costs. The interest
expense resulting from this allocation for the period from August 11, 1999 to
November 30, 1999 was approximately $13 million, which included approximately
$0.3 million of costs related to certain interest rate swaps that were assumed
by MSAF group on March 15, 2000.

F-9

REPORT OF INDEPENDENT ACCOUNTANTS

To The Shareholder and Board of Directors
International Lease Finance Corporation
Los Angeles, California

We have audited the accompanying Schedule of Direct Revenues and
Expenses (Related to 27 Aircraft Sold to Subsidiaries of Morgan Stanley Dean
Witter & Co.) of International Lease Finance Corporation and Subsidiaries for
the seven month and ten day period from January 1, 1999 to August 10, 1999 and
for the years ended December 31, 1998 and 1997 (the "Schedule") on pages F-11
through F-13. This Schedule is the responsibility of the management of
International Lease Finance Corporation. Our responsibility is to express an
opinion on this Schedule based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the Schedule is free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the Schedule.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the Schedule. We believe that our audits provide a reasonable basis for our
opinion.

The accompanying Schedule was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission (for inclusion in the registration statement on Form S-1 of Morgan
Stanley Aircraft Finance) as described in Note 1 and is not intended to be a
complete presentation of the revenues and expenses arising from the 27 aircraft
sold to subsidiaries of Morgan Stanley Dean Witter & Co.

In our opinion, the Schedule referred to above presents fairly,
in all material respects, the direct revenues and expenses arising from
transactions related to the 27 aircraft sold to subsidiaries of Morgan Stanley
Dean Witter & Co. by International Lease Finance Corporation and Subsidiaries
for the seven month and ten day period from January 1, 1999 to August 10, 1999
and for the years ended December 31, 1998 and 1997, as described in Note 1
accompanying the Schedule, in conformity with accounting principles generally
accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP
Los Angeles, California
October 24, 2000

F-10

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF MORGAN STANLEY
DEAN WITTER & CO.) FOR THE SEVEN MONTH AND TEN DAY PERIOD FROM JANUARY 1, 1999
AUGUST 10, 1999, AND THE YEARS ENDED DECEMBER 31, 1998 AND 1997
(DOLLARS IN THOUSANDS)

For the Seven
Month and Ten Day
Period Ended For the Years Ended
August 10, 1999 December 31,
----------------- -------------------
1998 1997

Revenues:
Rental of flight equipment........................... $81,488 $133,971 $134,110
------- -------- --------
Expenses (excluding interest expense - see Note 3):
Depreciation ........................................ 25,270 41,635 42,010
Rental expense....................................... 1,485 2,755 2,786
Selling, general and administrative expense.......... 1,857 3,331 3,093
Provision for overhaul reimbursements ............... 4,241 6,258 6,872
------- -------- --------
Total expense (excluding interest
expense - see Note 3)............................ 32,853 53,979 54,761
------- -------- --------
Excess of revenues over expenses....................... $48,635 $ 79,992 $ 79,349
======= ======== ========

See accompanying notes to the Schedule of Direct Revenues and Expenses.

F-11

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUE AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF
MORGAN STANLEY DEAN WITTER & CO.)
FOR THE SEVEN MONTH AND TEN DAY PERIOD FROM JANUARY 1, 1999 TO
AUGUST 10, 1999, AND THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTES TO SCHEDULE

Note 1 - Basis of Presentation

The Schedule of Direct Revenues and Expenses (Related to 27
Aircraft Sold to Subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"))
(the "Schedule") has been prepared to assist Morgan Stanley Aircraft Finance
("MSAF"), a third party, to obtain information on the purchase of a business in
compliance with Rule 11-01 of Regulation S-X as requested by the staff of the
Securities and Exchange Commission. International Lease Finance Corporation
("ILFC") is unable to prepare full financial statements related to the 27
aircraft sold to MSA IV and MSA V (wholly owned subsidiaries of MSDW) since the
aircraft sold are not a separate business of ILFC but rather individual
aircraft from its portfolio of aircraft owned and leased to third parties.

The Schedule presents the information indicated on the accrual
basis of accounting and is aggregated from the records of the various operating
subsidiaries of ILFC. There were no inter-company items to be eliminated. The
Schedule is not intended to be a complete presentation of ILFC's revenues and
expenses related to the 27 aircraft sold.

Note 2- Summary of Significant Accounting Policies

Rentals: ILFC, as lessor, leases flight equipment principally
under operating leases. Accordingly, income is reported over the life of the
lease as rentals become receivable under the provisions of the lease, or, in
the case of leases with varying payments, under the straight-line method over
the noncancelable term of the lease based on the number of days in service in
each month. In certain cases, leases provide for additional rentals based on
usage.

Depreciation and Overhaul Provisions: Flight equipment is stated
at cost. Major additions and modifications are capitalized. Normal maintenance
and repairs; airframe and engine overhauls; and compliance with return
conditions of flight equipment on lease are provided by and paid for by the
lessee. Under the provisions of many leases, for certain airframe and engine
overhauls, the lessee is reimbursed for costs incurred up to but not exceeding
related hourly rental paid to ILFC by the lessee. Such rentals are included in
the caption rental of flight equipment. ILFC provides a charge to operations
for such reimbursements based on the estimated reimbursements during the life
of the lease.

Aircraft are depreciated using the straight-line method over a
25-year life from the date of manufacture to a 15% residual value.

Rental Expense: In a prior year, ILFC entered into a
sale-leaseback transaction on one of the aircraft sold. The lease was a
one-year operating lease with six one-year extension options maturing in 2000.
The aircraft sold was repurchased by ILFC in 1999.

Selling, General and Administrative Expense: Selling, general and
administrative expense includes, among other costs, the costs related to
servicing leases, leasing and releasing, and selling aircraft. Selling, general
and administrative expenses have been allocated to the aircraft included in the
sale to MSAF based on the relationship of rental income from the 27 aircraft
sold to total ILFC rental income applied to total ILFC selling, general and
administrative expense. Management believes that such allocation is a reasonable
basis for allocating such costs.

F-12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUE AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF MORGAN STANLEY
DEAN WITTER & CO.)
FOR THE SEVEN MONTH AND TEN DAY PERIOD FROM JANUARY 1, 1999 TO
AUGUST 10, 1999, AND THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTES TO SCHEDULE

Note 3 - Interest Expense (Unaudited):

Interest expense has been excluded from direct expenses as it is
considered a corporate level expense by ILFC. No allocation of interest expense
is made to individual aircraft of ILFC or the 27 aircraft sold to subsidiaries
of MSDW. However, for purposes of this note, ILFC has made an allocation of
interest expense by applying its composite rate of interest for each period
presented to an amount of debt allocated to the 27 aircraft sold determined by
dividing the net book value of the 27 aircraft sold by the net book value of
all aircraft owned for each period presented. The results are as follows
(dollars in thousands):

For the Seven
Month and
Ten Day Period
Ended For the Years Ended
August 10, 1999 December 31,
--------------- -------------------
1998 1997
---- ----
Interest expense allocated to the 27
aircraft sold ..................... $31,825 $43,478 $50,123

F-13

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF MSDW) (UNAUDITED)
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000

Three Months
Ended
February 29, 2000
-----------------
(Dollars in thousands)
Direct revenues
Lease income........................................ $32,204
=======
Direct Expenses
(excluding interest expense - see Note 3)
Depreciation expense................................ $13,186
Maintenance and other
aircraft related costs............................ 2
Service provider and other fees..................... 1,196
-------
Total Direct Expenses (excluding interest
expense - see Note 3)............................. $14,384
=======

See notes to the Schedules of Direct Revenues and Expenses.

F-14

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULES OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF MSDW) (UNAUDITED)
FOR THE THREE MONTHS ENDED FEBRUARY 29, 2000

Note 1 - Basis of Presentation

On March 15, 2000, Morgan Stanley Aircraft Finance and
Subsidiaries ("MSAF Group") acquired a portfolio of 26 aircraft from a
subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). In May 2000, MSAF
Group acquired one additional aircraft from a subsidiary of MSDW. MSDW had
previously acquired all 27 of these aircraft (the "Aircraft") from
International Lease Finance Corporation ("ILFC") on August 10, 1999. MSDW paid
ILFC cash consideration for the Aircraft. The staff of the Securities and
Exchange Commission has deemed the purchase of the Aircraft by MSAF Group to be
an acquisition of a business as defined in Rule 11-01 of Regulation S-X.

Note 2 - Summary of Significant Accounting Policies

Lease Revenues - The Aircraft are leased to certain third
parties under operating leases. Revenues from such operating leases are
recognized on a straight-line basis.

Service Provider and Other Fees - In the period from December 1,
1999 to February 29, 2000, MSDW paid certain fees to ILFC in accordance with
the terms of a servicing agreement (the "Agreement"). Under the terms of the
Agreement, ILFC is performing certain aircraft related activities with respect
to the Aircraft, including marketing the Aircraft for lease or sale and
monitoring lessee compliance with lease terms.

Note 3 - Interest Expense

Interest expense has been excluded from the accompanying
Schedule of Direct Revenues and Expenses as it is considered a corporate level
expense by MSDW. However, for the purposes of this note, MSDW has made an
allocation of interest expense by applying its composite rate of interest for
the period presented to an amount of debt allocated to the Aircraft, which was
based upon the purchase price of the Aircraft. Management believes that such
allocation is a reasonable basis for allocating such costs. The interest
expense resulting from this allocation for the period from December 1, 1999 to
February 29, 2000 was approximately $19 million, which included approximately
$5 million of costs related to certain interest rate swaps that were assumed by
MSAF Group on March 15, 2000.

F-15

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDARIES OF
MORGAN STANLEY DEAN WITTER & CO.)
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Revenues:
Rental of flight equipment............................... $33,856
-------
Expenses (excluding interest expense - see Note 3):
Depreciation............................................. 10,272
Rental expense........................................... 854
Selling, general and administrative expense.............. 891
Provision for overhaul reimbursements.................... 1,670
-------
Total expenses (excluding interest expense -
See Note 3).......................................... 13,687
-------
Excess of revenues over expenses .......................... $20,169
=======

See accompanying notes to the Schedule of Direct Revenues and Expenses.

F-16

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUE AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF
MORGAN STANLEY DEAN WITTER & CO.)
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1999
NOTES TO SCHEDULES
(UNAUDITED)

Note 1- Basis of Presentation

The Schedule of Direct Revenues and Expenses (Related to 27
Aircraft Sold to Subsidiaries of Morgan Stanley Dean Witter & Co. ("MSDW"))
(the "Schedule") has been prepared to assist Morgan Stanley Aircraft Finance
("MSAF"), a third party, to obtain information on the purchase of a business in
compliance with Rule 11-01 of Regulation S-X as requested by the staff of the
Securities and Exchange Commission. International Lease Finance Corporation
("ILFC") is unable to prepare full financial statements related to the 27
aircraft sold to MSA IV and MSA V (wholly owned subsidiaries of MSDW) since the
aircraft sold are not a separate business to ILFC but rather individual
aircraft from its portfolio of aircraft owned and leased to third parties.

Note 2- Summary of Significant Accounting Policies

Aircraft are depreciated using the straight-line method over a
25-year life from the date of manufacture to a 15% residual value.

Selling, General and Administrative Expense: Selling, general
and administrative expense includes, among other costs, the costs related to
servicing leases, leasing and releasing, and selling aircraft. Selling, general
and administrative expenses have been allocated to the aircraft included in the
sale to MSAF based on the relationship of rental income from the 27 aircraft
sold to total ILFC rental income applied to total ILFC selling, general and
administrative expense. Management believes that such allocation is a
reasonable basis for allocating such costs.

F-17

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE OF DIRECT REVENUE AND EXPENSES
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF
MORGAN STANLEY DEAN WITTER & CO.)
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1999
NOTES TO SCHEDULES
(UNAUDITED)

Note 3 - Interest Expense

Interest expense has been excluded from direct expenses as it is
considered a corporate level expense by ILFC. No allocation of interest expense
is made to individual aircraft of ILFC or the 27 aircraft sold to subsidiaries
of MSDW. However, for purposes of this note, ILFC has made an allocation of
interest expense by applying its composite rate of interest for each period
presented to an amount of debt allocated to the 27 aircraft sold determined by
dividing the net book value of the 27 aircraft sold by the net book value of
all aircraft owned for the period presented. Interest expense resulting from
this allocation was approximately $10.5 million for the three months ended March
31, 1999.

F-18

INDEPENDENT AUDITORS' REPORT

To the Trustees of
Morgan Stanley Aircraft Finance and Subsidiaries

We have audited the accompanying consolidated balance sheets of
Morgan Stanley Aircraft Finance and Subsidiaries (the "Group") as of November
30, 1999 and 1998, and the related consolidated statements of operations, cash
flows and changes in beneficial interest/(deficit) for the fiscal years ended
November 30, 1999, 1998, and the period from October 30, 1997 (date of
formation) to November 30, 1997. These consolidated financial statements are
the responsibility of the Group's trustees. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the trustees, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial position of the
Group as of November 30, 1999 and 1998, and the consolidated results of its
operations and its cash flows for each of the fiscal years ended November 30,
1999, 1998, and the period from October 30, 1997 (date of formation) to
November 30, 1997, in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
New York, New York
January 21, 2000

F-19

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

November 30, November 30,
1999 1998
------------ ------------
ASSETS
Cash and cash equivalents............................ $ 35,119 $ 34,850
Receivables:
Lease income, net................................... 1,908 3,744
Investment income and other......................... 161 153
Aircraft under operating leases, net................. 886,051 933,111
Investment in capital lease, net..................... 18,300 21,581
Underwriting and other issuance related costs,
net of amortization................................ 15,935 17,053
---------- ----------
Total Assets......................................... $ 957,474 $1,010,492
========== ==========
LIABILITIES AND BENEFICIAL INTERESTHOLDER'S DEFICIT
Payables:
Interest payable to Noteholders..................... $ 2,481 $ 2,655
Deferred rental income............................... 5,318 7,351
Liability for maintenance............................ 57,437 52,489
Other liabilities.................................... 11,376 15,865
Notes payable:
Subclass A-1........................................ 400,000 400,000
Subclass A-2........................................ 234,533 274,062
Subclass B-1........................................ 91,023 94,819
Subclass C-1........................................ 99,987 100,000
Subclass D-1........................................ 110,000 110,000
---------- ----------
1,012,155 1,057,241
---------- ----------
Commitments and contingencies
Beneficial Interestholder's Deficit:
Beneficial Interest................................. 1 1
Deemed Distribution................................. (15,305) (15,305)
Accumulated Deficit................................. (39,377) (31,445)
---------- ----------
Total Beneficial Interestholder's Deficit........... (54,681) (46,749)
---------- ----------
Total Liabilities and Beneficial Interestholder's
Deficit............................................ $ 957,474 $1,010,492
========== ==========

See notes to Consolidated Financial Statements.

F-20

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

Period from October
30, 1997 (date of
Fiscal Year ended Fiscal Year ended formation) to
November 30, 1999 November 30, 1998 November 30, 1997
----------------- ----------------- -------------------

Revenues:
Lease income, net................................. $114,651 $120,005 $4,747
Investment income on collection account........... 1,845 2,156 --
Total revenues.................................... 116,496 122,161 4,747
Expenses:
Interest expense.................................. 63,584 50,533 --
Depreciation expense.............................. 47,060 38,876 43
Operating expenses:
Service provider and other fees................. 8,568 9,534 --
Maintenance and other aircraft related costs.... 5,216 2,969 --
Total expenses.................................... 124,428 101,912 43
Net (loss)/income.................................. $ (7,932) $ 20,249 $4,704

See notes to Consolidated Financial Statements.

F-21

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

Period from
October 30, 1997
(date of formation)
Fiscal Year ended Fiscal Year ended to November 30,
November 30, 1999 November 30, 1998 1997
----------------- ----------------- -------------------

Cash flows from operating activities
Net (loss)/income...................................... $ (7,932) $ 20,249 $ 4,704
Adjustments to reconcile net (loss)/income to net cash
provided by operating activities:
Depreciation expense -- equipment under operating
leases................................................. 47,060 38,876 43
Gain on capital lease.................................... -- -- (4,610)
Amortization of underwriting and other issuance related
costs.................................................. 1,118 837 --
Provision for doubtful accounts.......................... 6,361 689 --
Changes in assets and liabilities:
Receivables:
Investment income and other.......................... (8) (153) --
Lease income, net.................................... (1,224) (5,520) (137)
Investment in capital lease............................ (20) 4,643 --
Liability for maintenance.............................. 4,948 13,204 --
Interest payable to Noteholders........................ (174) 2,655 --
Deferred rental income................................. (2,033) 7,351 --
Other liabilities...................................... (4,489) 1,110 --
-------- ---------- -------
Net cash provided by operating activities.............. 43,607 83,941 --
-------- ---------- -------
Cash flows from investing activities
Purchase of aircraft................................... -- (887,315) (66,370)
-------- ---------- -------
Net cash used for investing activities................... -- (887,315) (66,370)
-------- ---------- -------
Cash flows from financing activities.....................
Issuance of beneficial interest to Morgan Stanley
Financing Inc........................................ -- -- 1
Proceeds from Notes, net of underwriting costs......... -- 1,041,610 --
Proceeds from borrowings from Morgan Stanley
Financing Inc........................................ -- 853,490 66,369
Beneficial Interest Distribution....................... -- (976,257) --
Repayments of Notes.................................... (43,338) (71,119) --
Other issuance related costs........................... -- (9,500) --
-------- ---------- -------
Net cash (used for)/provided by financing activities..... (43,338) 838,224 66,370
-------- ---------- -------
Net increase in cash and cash equivalents................ 269 34,850 --
Cash and cash equivalents at beginning of period......... 34,850 -- --
-------- ---------- -------
Cash and cash equivalents at end of period............... $ 35,119 $ 34,850 $ --
======== ========== =======

See notes to Consolidated Financial Statements.

F-22

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN BENEFICIAL INTEREST/(DEFICIT)
(DOLLARS IN THOUSANDS)

Retained Total
Earnings Beneficial
Beneficial Deemed (Accumulated Interest
Interest Distribution Deficit) (Deficit)
---------- ------------ ------------ ----------

Issuance of Beneficial Interest......................... $ 1 $ -- $ -- $ 1
Net income.............................................. -- -- 4,704 4,704
-------- --------- -------- ---------
Balance at November 30, 1997............................ 1 -- 4,704 4,705
Net income.............................................. -- -- 20,249 20,249
Deemed Distribution..................................... -- (15,305) -- (15,305)
Borrowings from Morgan Stanley Financing Inc.
converted into Beneficial Interest.................... 919,859 -- -- 919,859
Payment of Beneficial Interest Distribution to Morgan
Stanley Financing Inc................................. (919,859) -- (56,398) (976,257
-------- --------- -------- ---------
Balance at November 30, 1998............................ 1 (15,305) (31,445) (46,749)
Net (loss).............................................. -- -- (7,932) (7,932)
-------- --------- -------- ---------
Balance as of NrTovember 30, 1999......................... $ 1 $ (15,305) $(39,377) $ (54,681)
======== ========= ======== =========

See notes to Consolidated Financial Statements.

F-23

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -- Basis of Presentation

Morgan Stanley Aircraft Finance ("MSAF") is a special-purpose
statutory business trust that was formed on October 30, 1997 under the laws of
Delaware. MSAF and its subsidiaries ("MSAF group") were formed to conduct
certain limited activities, including acquiring, financing, re-financing,
owning, leasing, re-leasing, selling, maintaining and modifying commercial
aircraft. All of the beneficial interest of MSAF group is owned by Morgan
Stanley Financing Inc. ("MSF"), a wholly owned subsidiary of Morgan Stanley
Dean Witter & Co. ("MSDW"). MSAF group's obligations, including its financial
debt obligations, are not obligations of, or guaranteed by, MSDW, MSF or any
person other than MSAF group.

The consolidated financial statements are prepared in accordance
with generally accepted accounting principles, which require management to make
estimates and assumptions that affect the financial statements and related
disclosures. Management believes that the estimates utilized in the preparation
of the consolidated financial statements are prudent and reasonable. Actual
results could differ materially from these estimates.

All material intercompany transactions have been eliminated.

Certain reclassifications have been made to prior year amounts
to conform to the current presentation.

Note 2 -- Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid
investments with a maturity of three months or less.

Revenue Recognition

Revenue from aircraft on operating leases is recognized on a
straight-line basis.

Certain lease contracts may require the lessee to make separate
payments for flight hours flown and revenue sector passenger miles flown. In
such instances, MSAF group recognizes rental revenues as they are earned in
accordance with the terms of the lease contract.

Aircraft

Aircraft, including engines, are stated at cost less accumulated
depreciation. Cost is comprised of the cash purchase price paid plus any
maintenance liabilities that MSAF group assumed from the seller at the date of
purchase. Depreciation is calculated on a straight line basis. The estimates of
useful lives and residual values are reviewed periodically. The current
estimates for residual values are generally 10% of cost and useful lives are
generally 25 years from the date of manufacture.

In accordance with Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of " ("SFAS 121"), the recognition of an impairment loss
for an asset held for use is required when the estimate of undiscounted future
cash flows expected to be generated by the asset is less than its carrying
amount. Measurement of impairment loss is to be recognized based on the fair
value of the asset. Fair value reflects the underlying economic value of the
aircraft, including engines, in normal market conditions (where supply and
demand are in reasonable equilibrium) and assumes adequate time for a sale and
a willing buyer and seller. Short-term fluctuations in the market place are
disregarded and it is assumed that there is no necessity either to dispose of a
significant number of aircraft simultaneously or to dispose of aircraft
quickly. The fair value of the assets is based on independent valuations of the
aircraft in the fleet and estimates of

F-24

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

discounted future cash flows. SFAS 121 also requires that long-lived assets to
be disposed of be reported at the lower of the carrying amount or fair value
less estimated disposal costs. As of November 30, 1999 and November 30, 1998,
no impairment losses had been recognized.

Liability for Maintenance

In most lease contracts the lessee has the obligation for
maintenance costs on airframes and engines. In many lease contracts the lessee
makes a full or partial prepayment to the lessor, calculated at an hourly rate,
which is used to reimburse the lessee for significant maintenance charges,
including major airframe and engine overhauls. Such prepayments are generally
non-refundable. MSAF group records the cash prepayments made by lessees for
maintenance as a component of the liability for maintenance account which
appears on the Consolidated Balance Sheets. When the lessee incurs maintenance
expenditures, MSAF group must return a corresponding amount of the prepayment
to the lessee. At this time, MSAF group will forward cash to the lessee, with a
corresponding decrease to the liability for maintenance account. MSAF group
will only reimburse the lessee for the cost of maintenance expenditures to the
extent that sufficient prepayments have been made by the lessee. At the time an
aircraft is re-leased to a new lessee, an assessment is made of the expected
maintenance reserve requirements; any excess reserve is then released to lease
income.

MSAF group also estimates the amount of maintenance expenditures
for which it will have primary responsibility. Such expenditures typically are
required when an aircraft must be prepared prior to the commencement of a new
lease. MSAF group also makes estimates of the amounts that, in certain
circumstances (including lessees defaulting on payment obligations), could
result in MSAF group incurring maintenance costs which are the lessee's primary
responsibility. When MSAF group determines that it will be primarily
responsible for certain maintenance expenditures, the amount of such
expenditure is charged directly to earnings and is included as a component of
the liability for maintenance account appearing on the Consolidated Balance
Sheets.

Allowance for Doubtful Accounts

Allowances are made for doubtful accounts where it is considered
that there is a significant risk of non-recovery. The assessment of risk of
non-recovery is primarily based on the extent to which amounts outstanding
exceed the expected value of security deposits held (if any), together with an
assessment of the financial strength and condition of a lessee and the economic
conditions existing in the lessee's operating environment. As of November 30,
1999, MSAF group had recorded allowances for doubtful accounts against lease
income receivables for two lessees totaling $0.4 million. The allowance for
doubtful accounts at November 30, 1998 totaled $0.6 million.

Income Taxes

MSAF group is a Delaware business trust treated as a branch of
MSF for U.S. Federal, State and local income tax purposes. As such, MSAF group
is not subject to U.S. Federal, State and local income taxes.

Concentrations of Credit Risk

Credit risk with respect to operating lease receivables is
generally diversified due to the number of lessees comprising MSAF group's
customer base and the different geographic areas in which they operate. As of
November 30, 1999 MSAF group had leased aircraft to 27 lessees in 19 countries.
The geographic concentrations of the MSAF group's leasing revenues is set forth
in Note 6.

Many of MSAF group's lessees are in a relatively weak financial
position because of the difficult economic conditions in the civil aviation
industry as a whole and because, in general weakly capitalized airlines are
more likely

F-25

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

to seek operating leases. In addition, as of November 30, 1999, 14 of MSAF
group's aircraft are being leased to lessees domiciled in certain emerging
markets nations, including those located in Eastern Europe, the Middle East,
Latin America and Asia. Emerging market economies have been affected by severe
economic and financial difficulties. The exposure of MSAF group's aircraft to
particular countries and customers is managed partly through concentration
limits and through obtaining security from lessees by way of deposits. MSAF
group will continue to manage its exposure to particular countries, regions and
lessees through concentration limits.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"), which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. As issued, SFAS No. 133 was effective
for fiscal years beginning after June 15, 1999. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB Statement No. 133". SFAS No. 137
deferred the effective date of SFAS No. 133 for one year to fiscal years
beginning after June 15, 2000. MSAF group is in the process of evaluating the
impact of adopting SFAS No. 133.

In fiscal 1999, MSAF group adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes the standards for the reporting and
presentation of comprehensive income. MSAF group does not have any items
affecting comprehensive income. Accordingly, MSAF group's comprehensive (loss)
income was equal to its net (loss) income for all periods presented.

Note 3 -- Aircraft

November 30, November 30,
1999 1998
------------ ------------
(Dollars in thousands)
Stage 3 Aircraft and one engine:
Cost.................................................. $ 972,030 $ 972,030
Less Accumulated depreciation......................... (85,979) (38,919)
--------- ---------
$ 886,051 $ 933,111
========= =========
Aircraft cost includes $38.7 million of maintenance
liabilities that MSAF group assumed at the date
of purchase.
Fleet Analysis:
On lease for a further period of:
More than five years.................................. 9 8
From one to five years................................ 20 20
Less than one year.................................... 3 5
--------- ---------
Total aircraft portfolio (including one engine)
on lease............................................ 32 33
========= =========

As of November 30, 1999 there was 1 non-revenue earning
aircraft in MSAF group's portfolio, which is subject to a non-binding letter
of intent for lease. At November 30, 1998 there were no non-revenue earning
aircraft in MSAF group's portfolio.

F-26

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 4 -- Investment in Capital Lease

One of MSAF group's aircraft has been leased to a customer
under a sales-type capital lease. The components of MSAF group's investment in
this lease are as follows:

November 30, November 30,
1999 1998
------------ ------------
(Dollars in thousands)
Minimum lease payments receivable....... $28,733 $26,662
Less: Allowance for doubtful accounts... -- (136)
------- -------
Net minimum lease payments receivable... 28,733 26,526
Less: Unearned income................... (10,433) (4,945)
------- -------
Net investment in capital lease......... $18,300 $21,581
======= =======

As of November 30, 1999, minimum lease payments for each of the
five succeeding fiscal years are $3.7 million.

Unearned income is recognized over the term of the lease using
the interest method.

The provision for doubtful accounts related to this lease of
$3.3 million for the year ended November 30, 1999 is recorded as a reduction
of lease income revenues in the Consolidated Statements of Operations.

The lessee associated with this capital lease has been
experiencing severe financial difficulties and has been adversely affected by
economic uncertainty in Latin America and the devaluation of the Brazilian
currency in January 1999. As a result, in August 1999 MSAF group and the
lessee agreed to modify the terms of the existing capital lease by increasing
the total rental payments to be received and by extending the lease term. The
balances of the net minimum lease payments receivable and unearned income have
been adjusted to reflect the amended terms of the capital lease.

Note 5 -- Lease Income Receivable

Lease income receivable was as follows:

November 30, November 30,
1999 1998
------------ ------------
(Dollars in thousands)
Lease income receivable................. $2,271 $4,297
Less: Allowance for doubtful accounts... (363) (553)
------ ------
Lease income receivable, net............ $1,908 $3,744
====== ======

The provision for doubtful accounts of $3.1 million in Fiscal
1999 is recorded as a reduction of lease income revenues in the Consolidated
Statement of Operations.

Activity in the allowance for doubtful accounts was as follows:

Fiscal 1999 Fiscal 1998
----------- -----------
(Dollars in thousands)
Balance, beginning of period......... $ 553 $ --
Provision for doubtful accounts...... 3,060 553
Amounts written-off.................. (3,250) --
------- ------
Balance, end of period............... $ 363 $ 553
======= ======

F-27

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 6 -- Revenues

The distribution of lease revenues by geographic area is as
follows:

Period from October
30, 1997 (date of
formation) to
Fiscal 1999 Fiscal 1998 November 30, 1997
----------- ----------- -----------------
(Dollars in thousands)
North America.... $ 14,117 $ 8,743 $ --
Asia............. 15,227 13,814 --
Europe........... 38,241 51,409 --
Middle East...... 14,457 10,950 --
Latin America.... 11,860 20,084 4,747
Other............ 20,749 15,005 --
-------- -------- -------
Total............ $114,651 $120,005 $ 4,747
======== ======== =======

As of November 30, 1999, MSAF group had contracted to receive
the following minimum rentals under operating leases (Dollars in millions):

Fiscal year ending November 30,
- -------------------------------
2000............................................... $108
2001............................................... 100
2002............................................... 91
2003............................................... 70
2004............................................... 48
Thereafter......................................... 60

Note 7 -- Liability for Maintenance

Activity in the liability for maintenance account was as
follows:

Fiscal 1999 Fiscal 1998
----------- -----------
(Dollars in thousands)
Balance, beginning of period.................... $52,489 $ --
Liabilities assumed from International Lease
Finance Corporation........................... -- 38,735
Collections from lessees........................ 17,709 15,837
Reimbursements to lessees....................... (11,872) (2,633)
Net accruals and transfers...................... (889) 550
------- -------
Balance, end of period.......................... $57,437 $52,489
======= =======

F-28

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 8 -- Notes Payable

During Fiscal 1998, MSAF group acquired 32 aircraft and one
spare engine having an aggregate cost of $972 million. MSAF group financed
these purchases primarily through borrowings from MSF and from the net proceeds
from MSAF group's private placement of securitized notes as discussed below.

On March 3, 1998, MSAF group completed an offering of $1,050
million of securitized notes (the "notes") on a basis exempt from registration
under the Securities Act of 1933, as amended. Simultaneous with the private
placement, the loan provided by MSF was automatically converted into a
beneficial interest held by MSF. MSAF group primarily utilized the proceeds
from the notes to pay a beneficial interest distribution to MSF and to acquire
an additional aircraft. With the exception of MSAF group, the notes are not
obligations of, or guaranteed by, MSDW or any of its subsidiaries, including
MSF.

Underwriting and other issuance related costs of $17.9 million
which were incurred in connection with the offering are being amortized over
the expected life of the notes, which is currently estimated to be 16 years.

The repayment terms of each subclass of notes are such that
certain principal amounts are expected to be repaid based on certain
assumptions (the "Expected Final Payment Date") or refinanced through the
issuance of new notes, but in any event are ultimately due for repayment on
specified final maturity dates (the "Final Maturity Date"). The Expected Final
Payment Dates, Final Maturity Dates and interest rates applicable to each
subclass of the notes are listed below:

Expected Final Final Maturity
Subclass Of Note Initial Principal Amount Interest Rate Payment Date Date
- ---------------- ------------------------ ------------- ------------ --------------
(Dollars in thousands)

Subclass A-1.......... 400,000 LIBOR+0.21% March 15, 2000 March 15, 2023
Subclass A-2.......... 340,000 LIBOR+0.35% Sept. 15, 2005 March 15, 2023
Subclass B-1.......... 100,000 LIBOR+0.65% March 15, 2013 March 15, 2023
Subclass C-1.......... 100,000 6.90% March 15, 2013 March 15, 2023
Subclass D-1.......... 110,000 8.70% March 15, 2014 March 15, 2023

If the Subclass A-1 notes are not repaid on or before the
Expected Final Payment Date for such subclass, such subclass of notes will
accrue interest thereafter at a rate equal to the stated interest rate
therefore, plus 0.50% per annum ("Step-Up Interest").

MSAF group filed a registration statement with the Securities
and Exchange Commission (the "SEC") with respect to an exchange offer (the
"Exchange Offer") for exchange notes with terms virtually identical to the
notes which was declared effective on January 12, 1999. The Exchange Offer was
consummated on January 18, 1999. MSAF group paid an additional coupon of 0.50%
on each of the subclasses of debt during the period from November 30, 1998 to
January 18, 1999, as required under the terms of the notes.

The dates on which principal repayments on the notes will
actually occur will depend on the cash flows generated by the rental income
from MSAF group's portfolio of aircraft. Amounts received by MSAF group and
available for distribution are paid in accordance with the priorities specified
in the Indenture relating to the notes.

Cash paid for interest on the notes amounted to $58.5 million
for the year ended November 30, 1999, as compared to $48.9 million for the year
ended November 30, 1998. The interest expense for Fiscal 1999 is not comparable
to Fiscal 1998 as the notes were not issued until March 3, 1998.

F-29

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of then notes was $903 million and
$1,001 million as of November 30, 1999 and November 30, 1998, respectively.

Note 9 -- Liquidity Facilities

MSAF group requires liquidity in order to finance many of its
primary business activities, including maintenance obligations, security
deposit return obligations, operating expenses and obligations under the Notes.
MSAF group's primary sources of liquidity are cash bank deposits and letters of
credit.

MSAF group's cash account (the "Collection Account") is
primarily funded through the receipt of rental payments from lessees.

In connection with the issuance of the notes, MSAF group entered
into two credit agreements. Under a Custody and Loan Agreement (the "ILFC
Facility") between International Lease Finance Corporation ("ILFC") and MSAF
group, ILFC will hold substantially all of the cash security deposits paid by
certain lessees with respect to MSAF group's aircraft portfolio and will retain
the interest earnings on such security deposits. In addition, ILFC has agreed
to extend loans to MSAF group in a maximum amount of $10 million plus the
aggregate amount of cash security deposits held by ILFC. Under a Loan Agreement
(the "MSDW Facility") between MSDW and MSAF group, MSDW has agreed to extend
loans in a maximum amount of $10 million.

As of November 30, 1999, the aggregate amount available under
the ILFC Facility and the MSDW Facility was approximately $40.4 million.

Note 10 -- Derivative Financial Instruments

The leasing revenues of MSAF group are generated primarily from
rental payments. Rental payments are currently entirely fixed but may be either
fixed or floating with respect to leases entered into in the future. In
general, an interest rate exposure arises to the extent that MSAF group's fixed
and floating interest obligations in respect of the notes do not correlate to
the mix of fixed and floating rental payments for different rental periods.
This interest rate exposure can be managed through the use of interest rate
swaps and other derivative instruments. The Subclass A-1, A-2 and B-1 notes
bear floating rates of interest and the Subclass C-1 and D-1 notes bear fixed
rates of interest. MSAF group is a party to seven interest rate swaps with
Morgan Stanley Capital Services Inc. ("MSCS"), a wholly-owned subsidiary of
MSDW. In five of these swaps, MSAF group pays a fixed monthly coupon and
receives one month LIBOR on a total notional balance of $900 million and in two
of these swaps, MSAF group pays one month LIBOR and receives a fixed monthly
coupon on a total notional balance of $200 million. MSAF group was a party to
one additional interest rate swap with MSCS with a notional balance of $100
million that matured on November 15, 1999. In this swap MSAF group paid a fixed
monthly coupon and received one month LIBOR.

All eight original swaps were originally entered into by MSCS,
with an internal swaps desk as the counterparty, on November 12, 1997 and
February 19, 1998, respectively. On March 3, 1998, eight swaps were assigned to
MSAF group by MSCS. Although MSAF group's floating rate liability at March 3,
1998 was $800 million (after the repayment of principal due to an undelivered
aircraft), the net economic effect of assigning all eight swaps to MSAF group
with an aggregate notional amount of $1.2 billion was to fix the interest rate
liability at the November 12, 1997 interest rate. MSAF group required this
certainty both in furtherance of its interest rate management policy not to be
adversely exposed to material movements in interest rates from November 12,
1997 (shortly after MSAF group entered into the Asset Purchase Agreement) and
by fixing the principal liabilities relating to the transaction, to facilitate
the structuring of the transaction.

F-30

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On the date that the eight interest rate swaps were assigned
from MSCS to MSAF group, such swaps had an aggregate fair value of
approximately $(15.3) million. No consideration was paid to or received by MSAF
group in connection with the assumption of these swap positions. MSAF group has
recorded the assumption of these interest rate swaps at their fair value by
recognizing a liability within Other liabilities in its Consolidated Balance
Sheets, with a corresponding charge to Deemed Distribution, a component of
Beneficial Interestholder's Deficit.

Three of the swaps assumed from MSCS having an aggregate
notional principal amount of $700 million are accounted for as hedges of its
obligations under the notes. Under these swap arrangements MSAF group will pay
fixed and receive floating amounts on a monthly basis. The fair value of the
liability assumed relating to those swaps which are being accounted for as
hedges is being deferred and recognized when the offsetting gain or loss is
recognized on the hedged transaction. This amount and the differential payable
or receivable on such interest rate swap contracts, to the extent such swaps
are deemed to be hedges, is recognized as an adjustment to interest expense.
The portion of these swaps not deemed to be an effective hedge is accounted for
on a mark-to-market basis with changes in fair value reflected in interest
expense. Gains and losses resulting from the termination of such interest rate
swap contracts prior to their stated maturity are deferred and recognized when
the offsetting gain or loss is recognized on the hedged transaction. The fair
value of these interest rate swaps as of November 30, 1999 was $5.3 million.

The remaining four swaps assumed by MSAF group have an aggregate
gross notional principal amount of $400 million. Under these swap arrangements,
MSAF group will pay/receive fixed and receive/pay floating amounts on a monthly
basis. MSAF group determined that these swaps do not qualify for hedge
accounting. The fair value of the liability assumed related to these swaps is
accounted for on a mark-to-market basis with changes in fair value reflected in
interest expense. As of November 30, 1999, the fair value of these swaps was
$(6.5) million.

The gross notional amounts of these swaps are indicative of MSAF
group's degree of use of such swaps but do not represent MSAF group's exposure
to credit or market risk. Credit risk arises from the failure of the
counterparty to perform according to the terms of the swap contract. MSAF
group's exposure to credit risk at any point in time is represented by the fair
value of the swap contracts reported as assets. MSAF group does not currently
require collateral to support swap contracts with credit risk. The credit risk
of these swap contracts is monitored by MSAF group's Trustees.

MSAF group does not utilize derivative financial instruments for
trading purposes.

Note 11 -- Related Party Transactions

Under service agreements with MSAF group, Cabot Aircraft
Services Limited and Morgan Stanley & Co. Incorporated, both subsidiaries of
MSDW, act as Administrative Agent and Financial Advisor, respectively. During
Fiscal 1999, Cabot Aircraft Services Limited received a fee of $1.6 million for
providing these services, which is calculated as a percentage of the operating
lease rentals received. Morgan Stanley & Co. Incorporated received advisory
fees of $0.05 million in this period.

Prior to the issuance of the notes, MSAF group received
approximately $920 million of non-interest bearing financing from MS Finance
Inc. which was utilized to purchase 31 of the 32 aircraft and a spare engine in
its aircraft portfolio. At the time of the issuance of the notes, this loan was
automatically converted into a beneficial interest and a payment of
approximately $976 million was made in the form of a distribution on such
beneficial interest, comprised the following amounts (dollars in millions):

F-31

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Non-interest bearing loans (subsequently converted
into beneficial interest)................................... $920
Distribution (comprising $21 million in lease rentals
accrued to the date of issuance of the notes
with the balance representing finance and other
charges paid to MSF)........................................ 56
----
Total Beneficial Interest Distribution........................ $976
====

MSAF group's counterparty to its interest rate swap agreements
is MSCS, a wholly owned subsidiary of MSDW.

MSAF group's management is comprised of six trustees, including
the Delaware trustee, as MSAF group has no employees or executive officers.
Three of MSAF group's six trustees are employees of MSDW. The two remaining
trustees and the Delaware trustee are unaffiliated with MSDW.

Note 12 -- Commitments and Contingencies

MSAF group did not have any material contractual commitments for
capital expenditures as of November 30, 1999.

In accordance with the terms of a servicing agreement (the
"Servicing Agreement"), ILFC (the "Servicer") is performing certain aircraft
related activities with respect to MSAF group's aircraft portfolio. Such
activities include marketing MSAF group's aircraft for lease or sale and
monitoring lessee compliance with lease terms including terms relating to
payment, maintenance and insurance. In accordance with the Servicing Agreement,
fees payable to ILFC by MSAF group are calculated as a percentage of the lease
rentals contracted and received, in addition to a base fee and certain
incentive-based fees.

The Servicing Agreement expires in 2023, although each party has
the right to terminate the Servicing Agreement under certain circumstances.

F-32

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 13 -- Quarterly Data (Unaudited)

Fiscal 1999
------------------------------------------------------------------------
Quarter ended Quarter ended Quarter ended Quarter ended
Feb. 28, 1999 May 31, 1999 Aug. 31, 1999 Nov. 30, 1999
------------- ------------ ------------- -------------
(Dollars in thousands)

Revenues:
Lease income, net................................ $27,088 $32,045 $27,898 $27,620
Investment income on collection account.......... 431 450 463 501
------- ---- ------- -------
Total revenues..................................... 27,519 32,495 28,361 28,121
------- ---- ------- -------
Expenses:
Interest expense................................. 16,349 16,046 15,491 15,698
Depreciation expense............................. 11,765 11,765 11,765 11,765
Operating expenses:
Service provider and other fees................ 2,047 2,244 2,153 2,124
Maintenance and other aircraft related costs... 1,072 1,926 2,448 (230)
------- ---- ------- -------
Total expenses..................................... 31,233 31,981 31,857 29,357
------- ------- ------- -------
Net (loss)/income.................................. $(3,714) $ $514 $(3,496) $(1,236)
======= ======= ======= =======

F-33

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the fourth quarter ended November 30, 1999, maintenance
and other aircraft related costs included the reversal of certain provisions
made in the previous quarter relating to maintenance costs that were
subsequently paid by the lessee.

Fiscal 1998
----------------------------------------------------------------------
Quarter ended Quarter ended Quarter ended Quarter ended
Feb. 28, 1998 May 31, 1998 Aug. 31, 1998 Nov. 30, 1998
------------- ------------ ------------- -------------
(Dollars in thousands)

Revenues:
Lease income, net............................... $25,117 $32,688 $30,932 $31,268
Investment income on collection account......... -- 961 724 471
------- ------- ------- -------
Total revenues.................................... 25,117 33,649 31,656 31,739
------- ------- ------- -------
Expenses:
Interest expense................................ -- 16,664 17,693 16,176
Depreciation expense............................ 3,823 11,523 11,765 11,765
Operating expenses:
Service provider and other fees............... 2,837 2,839 1,805 2,053
Maintenance and other aircraft related costs.. 375 1,921 305 368
------- ------- ------- -------
Total expenses.................................. 7,035 32,947 31,568 30,362
------- ------- ------- -------
Net income........................................ $18,082 $ 702 $ 88 $ 1,377
======= ======= ======= =======

Note 14 -- Subsequent Events

Intended Securitization

On February 14, 2000, MSAF group filed a Form 8-K in which MSAF
group reported its intention to commence a securitization of 29 aircraft
previously purchased by affiliates of MSDW. MSAF group also reported its
intention to refinance its Subclass A-1 notes simultaneously with the
securitization. Upon consummation of the securitization, MSAF group will
acquire the 29 aircraft.

Inspections of MD-80s

On February 11, 2000, following an accident involving a MD-83
aircraft, the United States Federal Aviation Administration ("FAA") issued an
Airworthiness Directive ("AD") covering DC-9 (MD-83), MD-88, MD-90 and B717
aircraft. The AD required inspection of the stabilization equipment on these
aircraft types within three days. MSAF group owns one MD-82 and two MD-83
aircraft, representing 6.01% of the portfolio by appraised value as of November
30, 1999. Under the leases of the affected aircraft, all costs of compliance
with the AD are the obligation of the lessees.

The Servicer has confirmed that it believes that all of MSAF
group's MD-82 and MD-83 aircraft were inspected in accordance with instructions
of this AD. The terms of MSAF group's leases do not require the lessees to
report to MSAF group their actions to comply with ADs.

F-34

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

Aug 31, Nov 30,
2000 2000
---------- -----------
(Unaudited)
ASSETS
Cash and cash equivalents............................... $ 70,253 $ 35,119
Receivables:
Lease income, net..................................... 1,407 1,908
Investment income and other........................... 356 161
Aircraft under operating leases, net.................... 1,868,218 886,051
Investment in capital lease, net........................ - 18,300
Underwriting and other issuance related costs,
net of amortization................................... 24,527 15,935
---------- ----------
Total Assets............................................ $1,964,761 $ 957,474
========== ==========
LIABILITIES AND BENEFICIAL INTERESTHOLDER'S EQUITY/
(DEFICIT)
Payables:
Interest payable to Noteholders....................... $ 5,796 $2,481
Deferred rental income.................................. 12,353 5,318
Liability for maintenance............................... 112,354 57,437
Other liabilities....................................... 31,000 11,376
Notes payable:
Subclass A-1.......................................... - 400,000
Subclass A-2.......................................... 218,212 234,533
Subclass A-3.......................................... 580,000 -
Subclass A-4.......................................... 200,000 -
Subclass A-5.......................................... 372,287 -
Subclass B-1.......................................... 86,892 91,023
Subclass B-2.......................................... 75,000 -
Subclass C-1.......................................... 99,580 99,987
Subclass C-2.......................................... 55,000 -
Subclass D-1.......................................... 110,000 110,000
---------- ----------
1,958,474 $1,012,155
========= ==========
Commitments and contingencies
Beneficial Interestholder's Equity/(Deficit):
Beneficial Interest................................... 1 1
Deemed Contribution/(Distribution).................... 62,706 (15,305)
Accumulated Deficit................................... (56,420) (39,377)
---------- ----------
Total Beneficial Interestholder's Equity/(Deficit).... 6,287 (54,681)
---------- ----------
Total Liabilities and Beneficial Interestholder's
Equity/(Deficit)...................................... $1,964,761 $ 957,474
========== ==========

See Notes to Interim Condensed Consolidated Financial (Unaudited)

F-35

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

Three Months Ended Nine Months Ended
August 31, August 31,
------------------- ------------------
2000 1999 2000 1999
------- ------- -------- -------
(Unaudited) (Unaudited)

Revenues:
Lease income, net................................. $65,533 $27,898 $143,816 $87,031
Investment income on collection account........... 1,032 463 2,544 1,344
------- ------- -------- -------
Total revenues.................................... 66,565 28,361 146,360 88,375
------- ------- -------- -------
Expenses:
Interest expense.................................. 33,285 15,491 79,403 47,886
Depreciation expense.............................. 25,401 11,765 60,127 35,295
Operating expenses:
Service provider and other fees................... 2,968 2,153 10,222 6,444
Maintenance and other aircraft related costs...... 2,194 2,448 13,651 5,446
------- ------- -------- -------
Total expenses.................................... 63,848 31,857 163,403 95,071
------- ------- -------- -------
Net income/(loss).................................. $ 2,717 $(3,496) $(17,043) $(6,696)
======= ======= ======== =======

See Notes to Interim Condensed Consolidated Financial Statements (Unaudited).

F-36

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

Nine Months Nine Months
Ended Ended
August 31, 2000 August 31, 1999
--------------- ---------------
(Unaudited)

Cash flows from operating activities:
Net loss...................................................................... $ (17,043) $(6,696)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation expense -- aircraft under operating leases......................... 60,127 35,295
Amortization of underwriting and other issuance related costs................... 3,858 839
Provision for doubtful accounts................................................. 1,113 7,249
Changes in assets and liabilities:
Receivables:
Investment income and other................................................ (195) 15
Lease income............................................................... 1,666 (1,574)
Investment in capital lease.................................................. (58) (356)
Liability for maintenance.................................................... 3,187 5,934
Interest payable to Noteholders.............................................. 3,315 (166)
Deferred rental income....................................................... (1,603) (2,586)
Other liabilities............................................................ 8,582 (3,203)
---------- -------
Net cash provided by operating activities....................................... 62,949 34,751
---------- -------
Cash flows from investing activities
Purchase of net assets from MS Financing Inc., net of
cash acquired............................................................... (876,793) -
---------- -------
Net cash used for investing activities.......................................... (876,793) -
---------- -------
Cash flows from financing activities:
Proceeds from issuance of notes payable, net of issuance costs................ $1,297,550 -
Repayment of Subclass A-1 notes............................................... (400,000) -
Repayments of notes payable................................................... (48,572) (32,009)
---------- -------
Net cash provided by/(used for) financing activities............................ 848,978 (32,009)
---------- -------
Net increase in cash and cash equivalents....................................... 35,134 2,742
Cash and cash equivalents at beginning of period................................ 35,119 34,850
---------- -------
Cash and cash equivalents at end of period...................................... $ 70,253 $37,592
========== =======

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

In connection with the acquisition of certain net assets from MS
Financing Inc., MSAF Group received a capital contribution of $78.0 million
(see Note 12).

See Notes to Interim Condensed Consolidated Financial Statements (Unaudited).

F-37

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
BENEFICIAL INTERESTHOLDER'S EQUITY/(DEFICIT)
(DOLLARS IN THOUSANDS)

Total
Beneficial
Beneficial Deemed Accumulated Interest
Interest Distribution Deficit (Deficit)
---------- ------------ ----------- ----------
(Unaudited)

Balance at November 30, 1998......... $ 1 $(15,305) $(31,445) $(46,749)
Net loss............................. -- -- (6,696) (6,696)
---- -------- -------- --------
Balance at August 31, 1999........... $ 1 $(15,305) $(38,141) $(53,445)
==== ======== ======== ========

Total
Beneficial
Beneficial Deemed Accumulated Interest
Interest Distribution Deficit (Deficit)
---------- ------------ ----------- ----------
(Unaudited)

Balance at November 30, 1999......... $ 1 $(15,305) $(39,377) $(54,681)
Net loss............................. -- -- (17,043) (17,043)
Capital Contribution from
MS Financing Inc................... -- 78,011 -- 78,011
--- ----- ---- -------- -------- --------
Balance at August 31, 2000........... $ 1 $ 62,706 $(56,420) $ 6,287
==== ======== ======== ========

See Notes to Interim Condensed Consolidated Financial Statements (Unaudited).

F-38

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 -- Basis of Presentation

Morgan Stanley Aircraft Finance ("MSAF") is a special purpose
business trust that was formed on October 30, 1997 under the laws of Delaware.
MSAF and its subsidiaries ("MSAF Group") were formed to conduct certain limited
activities, including acquiring, financing, re-financing, owning, leasing,
re-leasing, selling, maintaining and modifying commercial aircraft. At August
13, 2000, all of the beneficial interest of MSAF Group was owned by MSDW
Aircraft Holdings ("MSDWAH"), a wholly-owned subsidiary of MS Financing Inc.
("MSF"). MSF is a wholly-owned subsidiary of Morgan Stanley Dean Witter & Co.
("MSDW"). MSAF Group's obligations including its financial debt obligations are
not obligations of, or guaranteed by, MSDW, MSDWAH, MSF or any person other
than MSAF group.

The interim condensed consolidated financial statements are
prepared in accordance with generally accepted accounting principles, which
require management to make estimates and assumptions that affect the financial
statements and related disclosures. Management believes that the estimates
utilized in the preparation of the interim condensed consolidated financial
statements are prudent and reasonable. Actual results could differ materially
from these estimates.

All material intercompany transactions have been eliminated.

The interim condensed consolidated financial statements should
be read in conjunction with MSAF Group's consolidated financial statements and
notes thereto as of and for the fiscal year ended November 30, 1999. The
interim condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for the fair statement of the results for the interim
period. The results of operations for interim periods are not necessarily
indicative of results for the entire year.

New Accounting Pronouncement

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"), which establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. As issued, SFAS No. 133 was effective for fiscal years beginning
after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, "Accounting
for Derivative Instruments and Hedging Activities -- Deferral of the Effective
Date of FASB Statement No. 133". SFAS No. 137 deferred the effective date of
SFAS No. 133 for one year to fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities -- an amendment of FASB Statement
No. 133". MSAF group is in the process of evaluating the impact of adopting
SFAS No. 133, as amended by SFAS No. 138, and the expected impact of adoption
on MSAF Group's consolidated financial statements has not yet been determined.
SFAS No. 133 will primarily affect the accounting for MSAF Group's derivatives
utilized in connection with its interest rate risk management policies.

Note 2 -- Concentrations of Credit Risk

Credit risk with respect to operating lease receivables is
generally diversified due to the number of lessees comprising MSAF Group's
customer base and the different geographic areas in which they operate. At
August 31, 2000 MSAF Group had leased 59 aircraft and one engine to 41 lessees
in 25 countries.

F-39

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)

Certain of MSAF Group's lessees are in a relatively weak
financial position because of the difficult economic conditions in the civil
aviation industry as a whole and because, in general, weakly capitalized
airlines are more likely to seek operating leases. In addition, at August 31,
2000, 18 of MSAF Group's aircraft were leased to lessees domiciled in certain
emerging market nations, including those located in Eastern Europe, the Middle
East, Latin America and Asia. The exposure of MSAF Group's aircraft to
particular countries and customers is managed partly through concentration
limits and partly through obtaining security from lessees by way of deposits
and/or letters of credit.

Note 3 -- Aircraft

Aug 31, 2000 Nov 30, 1999
------------ ------------
(Dollars in thousands)
Stage 3 Aircraft and one engine:
Cost.............................. $2,014,324 $972,030
Less: Accumulated depreciation.... (146,106) (85,979)
---------- --------
$1,868,218 $886,051
========== ========

During fiscal 2000, MSAF Group acquired a portfolio of 29
commercial aircraft from MSF (see Note 12). In addition, during fiscal 2000, an
aircraft that was previously subject to a sales-type capital lease was
repossessed and the related lease was terminated (see Note 4). This aircraft
has been included as a component of aircraft cost as of the date of
repossession.

Aug 31, 2000 Nov 30, 1999
------------ ------------
Fleet Analysis:
On lease for a further period of:
More than five years.............. 7 9
From one to five years............ 43 20
Less than one year................ 10 3
--------- -------
Total aircraft portfolio
(including one engine) on lease. 60 32
========= =======

At August 31, 2000 there were two non-revenue earning aircraft
in MSAF Group's portfolio. One of these was subject to a non-binding letter of
intent for lease, the other was undergoing maintenance work. At November 30,
1999 there was one non-revenue earning aircraft in MSAF Group's portfolio.

Note 4 -- Investment in Capital Lease

Aug 31, 2000 Nov 30, 1999
------------ ------------
(Dollars in thousands)
Minimum lease payments receivable.. $ -- $28,733
Less: Unearned income.............. -- (10,433)
--------- -------
Net investment in capital lease.... $ -- $18,300
========= =======

F-40

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

The lessee associated with this capital lease had been
experiencing severe financial difficulties during fiscal 1999, due to the
economic uncertainty in Latin America and the devaluation of the Brazilian
currency in January, 1999. In August 1999, MSAF Group and the lessee agreed to
modify the terms of the capital lease by increasing the total rental payments
to be received and by extending the lease term.

The lessee's financial difficulties continued in fiscal 2000. As
a result, in April 2000, International Lease Finance Corporation ("ILFC"), the
servicer of MSAF Group's aircraft portfolio, repossessed the aircraft from the
lessee and terminated the capital lease contract. Accordingly, MSAF Group's net
investment in the capital lease as of the date of termination of $17.0 million
has been reclassified to "Aircraft under operating leases, net" (see note 3).

Note 5 -- Lease Income Receivable

Lease income receivable was as follows:

Aug 31, 2000 Nov 30, 1999
------------ ------------
(Dollars in thousands)
Lease income receivable................. $ 2,739 $ 2,271
Less: Allowance for doubtful accounts... (1,332) (363)
-------- -------
Lease income receivable, net............ $ 1,407 $ 1,908
======== =======

Activity in the allowance for doubtful accounts was as follows:

Nine Months Ended Nine Months Ended
Aug 31, 2000 Aug 31, 1999
------------ ------------
(Dollars in thousands)
Balance, beginning of period............ $ 363 $ 553
Provision for doubtful accounts......... 1,113 7,249
Amounts written-off..................... (144) (7,174)
-------- -------
Balance, end of period.................. $ 1,332 $ 628
======== =======

Note 6 -- Liability for Maintenance

Activity in the liability for maintenance account was as
follows:

Nine Months Ended
Aug 31, 2000 Fiscal 1999
------------ ------------
(Dollars in thousands)
Balance, beginning of period........... $ 57,437 $52,489
Liabilities assumed from MSF........... 51,730 --
Collections from lessees............... 16,452 17,709
Reimbursements to lessees.............. (11,729) (11,872)
Net accruals and transfers............. (1,536) (889)
-------- -------
Balance, end of period................. $112,354 $57,437
======== =======

F-41

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

Note 7 - Notes Payable

On March 3, 1998, MSAF Group completed an offering of $1,050
million of securitized notes (the "Notes") on a basis exempt from registration
under the Securities Act of 1933, as amended. During fiscal 1999, MSAF Group
filed a registration statement with the Securities and Exchange Commission (the
"SEC") with respect to an exchange offer for exchange Notes with terms
virtually identical to the Notes which was declared effective on January 12,
1999. The exchange offer was consummated on January 18, 1999. With the
exception of MSAF Group, the Notes are not obligations of, or guaranteed by,
MSDW or any of its subsidiaries, including MSDWAH and MSF.

On March 15, 2000, MSAF Group, completed an offering of $1,310
million of securitized notes (the "New Notes") on a basis exempt from
registration under the Securities Act of 1933, as amended. MSAF Group used the
net proceeds from the New Notes to finance in part the acquisition of the 29
commercial aircraft from MSF, to fund an increase of $5 million in cash and
cash equivalents used for liquidity purposes (see "Financial Resources and
Liquidity--Liquidity Reserve Amount") and to redeem all $400 million of its
Subclass A-1 notes. The New Notes rank equally in right of payment of principal
and interest with the corresponding subclasses of MSAF Group's existing Notes.
With the exception of MSAF Group, the New Notes are not obligations of, or
guaranteed by, MSDW or any of its subsidiaries, including MSDWAH and MSF.

MSAF Group is obligated to use its best efforts to consummate an
exchange offer (the "Exchange Offer") pursuant to which the New Notes would be
exchanged for substantially similar securities issued pursuant to an effective
registration statement under the Securities Act of 1933. If the Exchange Offer
is not consummated or a registration statement is not declared effective on or
prior to December 10, 2000, thereafter an additional incremental interest
amount will accrue on each subclass of the New Notes, at an annual rate of
0.50%. Such additional incremental interest will be payable until the date that
the Exchange Offer is consummated or until such time as MSAF Group causes a
shelf registration statement with respect to resales of the New Notes to become
effective.

Underwriting and financing costs which were incurred in
connection with the Notes and the New Notes are being amortized over the
expected life of the borrowings to which they relate.

The repayment terms of each subclass of Notes and the New Notes
are such that certain principal amounts are expected to be repaid based on
certain assumptions (the "Expected Final Payment Date") or refinanced through
the issuance of refinancing notes, but in any event are ultimately due for
repayment on specified final maturity dates (the "Final Maturity Date"). The
Expected Final Payment Dates, Final Maturity Dates and interest rates
applicable to each subclass of the Notes are listed below:

Initial
Principal
Amount Expected Final Final Maturity
Subclass of Note (In Thousands) Interest Rate Payment Date Date
- ---------------- -------------- ------------- ------------------ --------------

Subclass A-2.......... $340,000 LIBOR+0.35% September 15, 2005 March 15, 2023
Subclass A-3.......... 580,000 LIBOR+0.52% March 15, 2002 March 15, 2025
Subclass A-4.......... 200,000 LIBOR+0.54% March 15, 2003 March 15, 2025
Subclass A-5.......... 400,000 LIBOR+0.58% June 15, 2008 March 15, 2025
Subclass B-1.......... 100,000 LIBOR+0.65% March 15, 2013 March 15, 2023
Subclass B-2.......... 75,000 LIBOR+1.05% March 15, 2007 March 15, 2025
Subclass C-1.......... 100,000 6.90% March 15, 2013 March 15, 2023
Subclass C-2.......... 55,000 9.60% October 15, 2016 March 15, 2025
Subclass D-1.......... 110,000 8.70% March 15, 2014 March 15, 2023

F-42

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

If the Subclass A-3, A-4 or B-2 notes are not repaid on or
before their respective Expected Final Payment Dates, MSAF group will pay
additional interest of 1.00% per annum on the Subclass A-3 and A-4 notes and
1.50% per annum on the Subclass B-2 notes, until such notes are repaid in full.

The dates on which principal repayments on the Notes and the New
Notes will actually occur will depend on the cash flows generated by the rental
income from MSAF group's portfolio of aircraft. Amounts received by MSAF Group
are available for distribution and are paid in accordance with the priorities
specified in the Indenture relating to the Notes and the New Notes.

Cash paid for interest on the Notes and the New Notes amounted
to $75.4 million for the nine month period ended August 31, 2000 as compared to
$43.9 million for the nine month period ended August 31, 1999. The interest
expense for Fiscal 2000 is not comparable to Fiscal 1999, as the New Notes were
not issued until March 15, 2000.

The estimated fair value of MSAF group's outstanding notes
payable was $1,767.0 million and $902.9 million at August 31, 2000 and November
30, 1999, respectively.

Note 8 -- Liquidity Facilities

MSAF group requires liquidity in order to finance many of its
primary business activities, including maintenance obligations, security
deposit return obligations, operating expenses and obligations under the Notes
and the New Notes. MSAF group's primary sources of liquidity are cash bank
deposits and letters of credit.

MSAF group's cash account (the "Collection Account") is
primarily funded through the receipt of rental payments from lessees.

MSAF group has entered into two credit agreements. Under a
Custody and Loan Agreement (the "ILFC Facility") between ILFC and MSAF Group,
ILFC will hold substantially all of the cash security deposits paid by certain
lessees with respect to MSAF group's aircraft portfolio and will retain the
interest earnings on such security deposits. In addition, ILFC has agreed to
extend loans to MSAF group in a maximum amount of $20 million plus the
aggregate amount of cash security deposits held by ILFC. Under a Loan Agreement
(the "MSDW Facility") between MSDW and MSAF group, MSDW has agreed to extend
loans in a maximum amount of $30 million.

As of August 31, 2000, the aggregate amount available under the
ILFC Facility and the MSDW Facility was approximately $71.0 million.

Note 9 -- Derivative Financial Instruments

The leasing revenues of MSAF group are generated primarily from
rental payments. Rental payments are currently entirely fixed but may be either
fixed or floating with respect to leases entered into in the future. In
general, an interest rate exposure with respect to the notes payable arises to
the extent that MSAF group's fixed and floating interest obligations in respect
of the Notes and the New Notes do not correlate to the mix of fixed and
floating rental payments for different rental periods. This interest rate
exposure with respect to the notes payable an be managed through the use of
interest rate swaps and other derivative instruments. The Subclass A-2, A-3,
A-4, A-5, B-1 and B-2 notes bear floating rates of interest and the Subclass
C-1, C-2 and D-1 notes bear fixed rates of interest. MSAF group is a party to
thirteen interest rate swaps with Morgan Stanley Capital Services Inc.
("MSCS"), a wholly-owned subsidiary of MSDW. In eleven of these swaps, MSAF
group pays a fixed monthly coupon and receives one month LIBOR on a total
notional balance of $1,600 million and in two of these swaps, MSAF group pays
one month LIBOR and receives a fixed monthly coupon on a total notional balance
of $200 million.

F-43

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

Nine of the swaps, having an aggregate notional principal amount
of $1,400 million, are accounted for as hedges of the Notes and the New Notes.
Under these swap arrangements, MSAF group pays fixed and receives floating
amounts on a monthly basis. The fair value of the liability assumed relating to
those swaps which are being accounted for as hedges is being deferred and
recognized when the offsetting gain or loss is recognized on the hedged
transaction. This amount and the differential payable or receivable on such
interest rate swap contracts, to the extent such swaps are deemed to be hedges,
are recognized as adjustments to interest expense. Gains and losses resulting
from the termination of such interest rate swap contracts prior to their stated
maturity are deferred and recognized when the offsetting gain or loss is
recognized on the hedged transaction. The fair value of these interest rate
swaps at August 31, 2000 was ($11.2) million.

The remaining four swaps have an aggregate gross notional
principal amount of $400 million. Under these swap arrangements, MSAF group
pays/receives fixed and receives/pays floating amounts on a monthly basis. MSAF
group has determined that these swaps do not qualify for hedge accounting. The
fair value of the liability assumed related to these swaps is accounted for on
a mark-to-market basis with changes in fair value reflected in interest
expense. At August 31, 2000, the fair value of these swaps was $(6.1) million.

The change in fair value of the thirteen interest rate swaps
between May 31, 2000 and August 31, 2000 was due to changes in market interest
rates and payments being made under the swaps when they became due.

MSAF group does not utilize derivative financial instruments for
trading purposes.

Note 10 -- Related Party Transactions

Under service agreements with MSAF group, Cabot Aircraft
Services Limited and Morgan Stanley & Co. Incorporated, both subsidiaries of
MSDW, act as Administrative Agent and Financial Advisor, respectively. During
the three month and nine month periods ended August 31, 2000, Cabot Aircraft
Services Limited received a fee for providing these services of $0.3 and $1.0
million, respectively, which is calculated as a percentage of the operating
lease rentals received. Morgan Stanley & Co. Incorporated received advisory
fees of $0.04 million in the nine month period ended August 31, 2000, and $0.01
million for the three month period ended August 31, 2000.

Simultaneous with the issuance of the New Notes and the
acquisition of certain net assets from MSF, MSAF Group received a non-cash
capital contribution of $78.0 million from MSF.

In connection with the issuance of the New Notes, MSAF group
paid $5.9 million in subscription discounts and commissions to subsidiaries of
MSDW.

MSAF group's counterparty to its interest rate swap agreements
is MSCS, a wholly-owned subsidiary of MSDW.

F-44

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

In connection with the offering of the New Notes, on March 15,
2000, MSF transferred the beneficial interest of MSAF Group to MSDWAH, a
wholly-owned subsidiary of MSF, and the number of trustees of MSAF Group was
increased to seven.

At August 31, 2000, MSAF group's management was comprised of
seven trustees, including the Delaware trustee, as MSAF group has no employees
or executive officers. Four of MSAF group's seven trustees were employees of
MSDW. The two remaining trustees and the Delaware trustee were unaffiliated
with MSDW.

Note 11 -- Commitments

MSAF Group did not have any material contractual commitments for
capital expenditures at August 31, 2000.

In accordance with the terms of a second amended and restated
servicing agreement (the "Servicing Agreement"), ILFC is performing certain
aircraft related activities with respect to MSAF Group's aircraft portfolio.
Such activities include marketing MSAF Group's aircraft for lease or sale and
monitoring lessee compliance with lease terms including terms relating to
payment, maintenance and insurance. In accordance with the Servicing Agreement,
fees payable to ILFC by MSAF Group are calculated as a percentage of the lease
rentals contracted and received, in addition to a base fee and certain
incentive-based fees.

For the initial 32 aircraft and one engine, the Servicing
Agreement will expire in May 26, 2023. For the additional 29 aircraft, the
Servicing Agreement will expire on May 1, 2025. However, each party has the
right to terminate the Servicing Agreement under certain circumstances.

Note 12 --Acquisition of Net Assets

During fiscal 2000, MSAF Group acquired a portfolio of 29
commercial aircraft, as well as certain other assets and liabilities related to
these aircraft, from MSF. The assets and liabilities acquired have been
recorded at MSF's historical book value at the date of purchase. A summary of
the net assets acquired is presented below:

Dollars in thousands
--------------------
Aircraft under operating leases, net of accumulated
depreciation of $30,859.................................... $1,025,267
Cash and other assets........................................ 16,701
Deferred rental income....................................... (8,638)
Liability for maintenance.................................... (51,730)
Security deposits............................................ (7,118)
Interest rate swap contracts (see Note 9).................... (3,922)
----------
Net assets acquired.......................................... $ 970,560
==========

MSAF Group financed the acquisition with the net proceeds of the
New Notes (see Note 7) and a capital contribution from MSF.

The following unaudited summarized proforma consolidated results
of operations data for the nine months ended August 31, 2000 and 1999 assumes
the acquisition of the aircraft had occurred on December 1, 1998:

F-45

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)

Nine months ended Nine months ended
August 31, 1999 August 31, 2000
--------------- ---------------
(Dollars in millions)
Total revenues....... $ 184 $ 185
Net loss............. $ (6) $ (16)

The summarized proforma consolidated results of operations data
does not purport to represent what MSAF Group's results of operations would
have actually been if the acquisition in fact had occurred at the date
indicated or to project MSAF Group's results of operations at any future date
or for any future period.

F-46

INDEX OF DEFINED TERMS

Page
----
Adjusted Portfolio Value................................................... 99
ADs........................................................................ 68
aircraft operating expenses................................................ 36
aircraft-owning subsidiaries............................................... 70
Assumed Portfolio Value.................................................... 106
Average Life Date.......................................................... 112
Base Case.................................................................. 2
covenant defeasance........................................................ 114
DCR........................................................................ 8
definitive Notes........................................................... 148
Debt Service Coverage Ratio................................................ 3
DTC........................................................................ 148
eligible credit facilities................................................. 95
eligible provider.......................................................... 95
Euroclear.................................................................. 148
Excess Amortization Date................................................... 110
Expected Final Payment Date................................................ 6
Expected Principal Amortization Period..................................... 3
Extended Pool Factor....................................................... 109
Extension Amount........................................................... 109
first collection account top-up............................................ 96
First Year's Interest...................................................... 3
First Year's Interest and Minimum and Scheduled Principal.................. 3
First Year's Net Revenue................................................... 3
Fiscal 1998................................................................ 90
Fiscal 1999................................................................ 90
Fitch...................................................................... 8
global note................................................................ 148
H.15(519).................................................................. 112
ILFC....................................................................... 9
ILFC Conflicts Standards................................................... 75
ILFC Services Standards.................................................... 75
initial appraised value.................................................... 106
Initial Loan............................................................... 3
Initial Loan to Value...................................................... 3
Interest Coverage Ratio.................................................... 3
Interest earned............................................................ 35
Lease rentals.............................................................. 35
leasing subsidiaries....................................................... 70
legal defeasance........................................................... 114
liquidity reserve amount................................................... 95
minimum liquidity reserve amount........................................... 95
Minimum Principal Payment Amount........................................... 107
Minimum Target Principal Balance........................................... 107
modification payments...................................................... 96
Moody's.................................................................... 8
most recent H.15(519)...................................................... 112
MSAF....................................................................... ii
MSAF group................................................................. ii
MSCS....................................................................... 89
MSDW....................................................................... 9
MSF........................................................................ 88
net maintenance............................................................ 35
Net stress-related costs................................................... 35
Notes...................................................................... 1
permitted account investments.............................................. 78
Permitted accruals......................................................... 96
plans...................................................................... 154
Pool Factor................................................................ 109
Pool Factor Amount......................................................... 109
primary eligible credit facility........................................... 96
Pro Forma statements....................................................... 81
PTCE....................................................................... 155
recession.................................................................. 42
redemption price........................................................... 111
remaining allocation....................................................... 109
remaining principal balance................................................ 109
Remaining Weighted Average Life............................................ 112
RPMs....................................................................... 63
Scheduled Principal Payment Amount......................................... 107
Scheduled Target Principal Balance......................................... 107
second collection account top-up........................................... 96
secondary eligible credit facility......................................... 96
SG&A....................................................................... 36
significant subsidiary..................................................... 133
Standard & Poors........................................................... 8
Supplemental Principal Payment Amount...................................... 108
Supplemental Target Principal Balance...................................... 108
terms and conditions....................................................... 147
U.S. GAAP.................................................................. 121
wet lease.................................................................. 67

---------

1-1

MORGAN STANLEY AIRCRAFT FINANCE

c/o Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890

TRUSTEE, SECURITY TRUSTEE, PAYING AGENT
CASH MANAGER AND REFERENCE AGENT AND REGISTRAR

Bankers Trust Company Bankers Trust Company
Four Albany Street Four Albany Street
Mail Stop 5091 Mail Stop 5091
New York, New York 10006 New York, New York 10006
USA USA
ADMINISTRATIVE AGENT SERVICER

Cabot Aircraft Services Limited International Lease Finance Corporation
OCE Building 1999 Avenue of the Stars
3006 Lake Drive Los Angeles, California 90067
City West Business Campus USA
Dublin 24
IRELAND
FINANCIAL ADVISOR LUXEMBOURG PAYING AGENT,
TRANSFER AGENT AND CO-REGISTRAR
Morgan Stanley & Co. Incorporated
1585 Broadway Banque Internationale a Luxembourg, S.A.
New York, New York 10036 69, route d'Esch
USA L-1470 Luxembourg

LEGAL ADVISORS

To MSAF Group as to United States To MSAF Group as
law special Delaware counsel

Davis Polk & Wardwell Richards, Layton & Finger, P.A.
99 Gresham Street One Rodney Square
London EC2V 7NG P. O. Box 551
England Wilmington, Delaware 19899
USA

LISTING AGENT

Banque Internationale a Luxembourg, S.A.
69, route d'Esch
L-1470 Luxembourg

PROSPECTUS ALTERNATE

$2,360,000,000
Aggregate Initial Principal Amount
Morgan Stanley Aircraft Finance
NOTES

Interest on the notes is payable monthly in arrears on the 15(th) day of each
month.

The subclass A-2 notes bear interest at a rate of LIBOR +0.35%, have an
expected final payment date of September 15, 2005 and a final maturity
date of March 15, 2023.

The subclass A-3 notes bear interest at a rate of LIBOR + 0.52%, have an
expected final payment date of March 15, 2002 and a final maturity date of
March 15, 2025.

The subclass A-4 notes bear interest at a rate of LIBOR + 0.54%, have an
expected final payment date of March 15, 2003 and a final maturity date of
March 15, 2025.

The subclass A-5 notes bear interest at a rate of LIBOR + 0.58%, have an
expected final payment date of June 15, 2008 and a final maturity date of
March 15, 2025.

The subclass B-1 notes bear interest at a rate of LIBOR + 0.65%, have an
expected final payment date of March 15, 2013 and a final maturity date of
March 15, 2023.

The subclass B-2 notes bear interest at a rate of LIBOR + 1.05%, have an
expected final payment date of March 15, 2007 and a final maturity date of
March 15, 2025.

The subclass C-1 notes bear interest at a rate of 6.90%, have an expected
final payment date of March 15, 2013 and a final maturity date of March
15, 2023.

The subclass C-2 notes bear interest at a rate of 9.60%, have an expected
final payment date of October 15, 2016 and a final maturity date of March
15, 2025.

The subclass D-1 notes bear interest at a rate of 8.70%, have an expected
final payment date of March 15, 2014 and a final maturity date of March
15, 2023.

---------

The only source of payment for the notes and other obligations of MSAF group
will be the payments made by the lessees under the leases, proceeds from
dispositions, if any, of the assets of MSAF group, net payments, if any, under
the swap agreements, drawings under available credit or liquidity enhancement
facilities and net cash proceeds received from the sale of refinancing notes.
Payments on the notes will be subordinated to certain other obligations of
MSAF group as further described herein.

MSAF group may from time to time directly or indirectly acquire additional
aircraft and related leases, subject to certain conditions. Such acquisitions
will only be funded through external financing, principally additional notes,
and not through available collections. See "Risk Factors - Risks relating to
Additional Aircraft".

---------

All of the beneficial interest in MSAF is indirectly owned by Morgan Stanley
Dean Witter but the notes are not obligations of, or guaranteed by, Morgan
Stanley Dean Witter or any person other than the MSAF group, the notes are not
obligations of, or guaranteed by, Bankers Trust Company, as trustee security
trustee or cash manager, or International Lease Finance Corporation, as
servicer, or any of their affiliates.

Investing in the notes involves risks. See "Risk Factors" beginning on page 15
hereof for a discussion of certain factors that should be considered
by prospective investors.

---------

, 2000

ALTERNATE

TABLE OF CONTENTS

Page
----
Summary.................................................................... 1
Overview of MSAF........................................................... 9
Risk Factors............................................................... 15
The Exchange Offer......................................................... 25
MSAF's Performance Assumptions............................................. 33
The Portfolio.............................................................. 49
Appraisals............................................................... 49
Portfolio Information.................................................... 51
MSAF group Portfolio Analysis............................................ 56
Acquisition of Additional Aircraft....................................... 59
The Leases............................................................... 59
The Commercial Aircraft Industry........................................... 62
Operating Leases........................................................... 67
MSAF group................................................................. 70
Management of MSAF group................................................... 71
Selected Consolidated Financial Information................................ 80
Unaudited Pro Forma Consolidated Financial Information..................... 81
Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 84
Description of the Notes................................................... 102
General.................................................................. 102
Payments and Distributions............................................... 103
Payment of Principal and Interest........................................ 103
Indenture Covenants...................................................... 117
Operating Covenants...................................................... 128
Events of Default and Remedies........................................... 133
Intercreditor Rights..................................................... 136
Modification and Waiver.................................................. 136
Notices to Noteholders................................................... 136
Governing Law and Jurisdiction........................................... 137
Beneficial Interest...................................................... 137
The Accounts............................................................. 138
Reports to Noteholders..................................................... 140
Book-Entry Registration, Global Clearance and Settlement................... 148
Taxation................................................................... 152
ERISA Considerations....................................................... 154
Plan of Distribution....................................................... 156
Legal Matters.............................................................. 157
Listing and General Information............................................ 157
Experts.................................................................... 157
Appendix 1. MSAF Cash Flow Performance for the Period from
March 15, 2000 to October 15, 2000......................................A-1-1
Appendix 2. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Twelve Month
Period from December 1, 1998 to November 30, 1999.......................A-2-1
Appendix 3. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Three Month
Period from December 1, 1999 to February 29, 2000.......................A-3-1
Appendix 4. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Three
Month Period from March 1, 2000 to May 31, 2000.........................A-4-1
Appendix 5. Extract from Cash Analysis of Financial
Condition and Results of Operations for the Three Month
Period from June 1, 2000 to August 31, 2000.............................A-5-1
Appendix 6. Monthly Lease Rentals the Base Case...........................A-6-1
Appendix 7. Assumed Portfolio Values......................................A-7-1
Appendix 8. Class A Class Percentages.....................................A-8-1
Appendix 9. Class B Class Percentages.....................................A-9-1
Appendix 10. Class C Target Principal Balances...........................A-10-1
Appendix 11. Class D Target Principal Balances...........................A-11-1
Appendix 12. Pool Factors................................................A-12-1
Appendix 13. Extended Pool Factors.......................................A-13-1
Index to Consolidated Financial Statements..................................F-1
Index of Defined Terms......................................................I-1
Exhibit A: (CD-ROM)...........................................Inside Back Cover

ALTERNATE

CERTAIN RISK FACTORS

Trading Market for the Notes

Morgan Stanley & Co. Incorporated currently makes a market in
the notes. However, it is not obligated to do so, and any such market making
may be discontinued at any time without notice, in its sole discretion.
Therefore, no assurance can be given as to the liquidity of, or the trading
market for, the notes.

MARKET-MAKING ACTIVITIES OF MORGAN STANLEY & CO. INCORPORATED

This prospectus is to be used by Morgan Stanley & Co.
Incorporated in connection with offers and sales of the notes in market-making
transactions at negotiated prices related to prevailing market prices at the
time of sale. Morgan Stanley & Co. Incorporated may act as principal or agent
in such transactions. Morgan Stanley & Co. Incorporated has no obligation to
make a market in the notes and may discontinue its market-making activities at
any time without notice, in its sole discretion.

Morgan Stanley & Co. Incorporated is a wholly-owned subsidiary
of MSDW, which indirectly holds 100% of the beneficial interest in MSAF. The
controlling trustees of MSAF are officers of an affiliate of MSDW.

Morgan Stanley & Co. Incorporated acted as representative of
the initial purchasers in connection with the original offering of the notes.
The subscription discounts and commissions received on each subclass of the
notes were as follows:

Subscription
Discounts
Subclass of Notes and Commissions
- ----------------- ---------------
Subclass A-2 Notes................... 0.60%
Subclass A-3 Notes................... 0.30%
Subclass A-4 Notes................... 0.40%
Subclass A-5 Notes................... 0.50%
Subclass B-1 Notes................... 0.85%
Subclass B-2 Notes................... 0.75%
Subclass C-1 Notes................... 1.50%
Subclass C-2 Notes................... 1.50%
Subclass D-1 Notes................... 2.50%

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Fourth Amended and Restated Trust Agreement (the "Trust
Agreement") of Morgan Stanley Aircraft Finance ("MSAF") dated as of March 15,
2000 provides that MSAF will indemnify, to the fullest extent permitted by
Delaware law, each trustee (and the officers, directors, employees, heirs,
executors or administrators of such trustee) who was or is a party or is
threatened to be made a party to, or is involved in any threatened, pending or
completed action or suit by or in the right of MSAF to procure a judgment in
its favor by reason of the fact that such person is or was a trustee of MSAF
or is or was serving at the request of MSAF as a trustee, director or officer
of another trust, corporation, partnership, joint venture or other enterprise.
MSAF also agreed to indemnify, to the fullest extent permitted by Delaware
law, each trustee of MSAF from any and all losses, liabilities or expenses that
may be imposed on, incurred by or asserted against any of them arising out of,
in connection with or related to their performance under the Trust Agreement.

Item 21. Exhibits

(a) Exhibits

The following is a list of exhibits to this Registration Statement:

10.10 Security Trust Agreement Supplement for MSA IV dated as of March 15,
2000**
10.11 Security Trust Agreement Supplement for MSA V dated as of March 15,
2000**
10.12 Security Trust Agreement Supplement for MSA VI dated as of March 15,
2000**
10.13 Security Trust Agreement Supplement for MSA VII dated as of March 15,
2000**
10.14 Reference Agency Agreement dated as of March 3, 1998 among MSAF,
Bankers Trust Company, as Reference Agent and as Trustee and Cabot
Aircraft Services Limited, as Administrative Agent*
10.15 Second Amended and Restated Servicing Agreement dated as of March 15,
2000 among MSAF, International Lease Finance Corporation, Cabot
Aircraft Services Limited, as Administrative Agent and each
subsidiary of MSAF**
10.16 Asset Purchase Agreement dated as of November 10, 1997 between MSAF
and International Lease Finance Corporation*
10.17 Asset Purchase Agreement dated as of March 19, 1999 between MSA II
and GE Capital Mietfinanz GmBH & Co. KG**
10.18 Asset Purchase Agreement dated as of August 6, 1999 among MSA IV, MSA
V and International Lease Finance Corporation**
10.19 Purchase Agreement dated as of March 15, 2000 between MSAF and MS
Financing Inc.**
10.20 Accession to Amended and Restated Custody and Loan Agreement among
MSAF, International Lease Finance Corporation and each subsidiary of
MSAF***
21.1 Subsidiaries of MSAF**
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
23.2 Consent of Aircraft Information Services, Inc.***
23.3 Consent of BK Associates, Inc.***
23.4 Consent of Airclaims Limited***
23.5 Consent of Aircraft Value Analysis Company***
23.6 Consent of Morten Beyer and Agnew***
23.7 Consent of Deloitte & Touche LLP***
23.8 Consent of PricewaterhouseCoopers LLP***
24.1 Trustees' Power of Attorney (included in signature pages)**
25.1 Statement of Eligibility of Bankers Trust Company, as Trustee, under
the Indenture to be qualified under the Trust Indenture Act of 1939**
27.1 Financial Data Schedule (incorporated by reference to exhibit 27.1 to
Quarterly Report on Form 10-Q for the quarter ended February 29,
2000*
99.1 Appraisal as of November 30, 1999 of Aircraft Information Services,
Inc. relating to the Aircraft**
99.2 Appraisal as of November 30, 1999 of BK Associates, Inc. relating to
the Aircraft**
99.3 Appraisal as of November 30, 1999 of Airclaims Limited relating to
the Aircraft**
99.4 Appraisal as of November 30, 1999 of Aircraft Value Analysis Company
relating to the Aircraft**
99.5 Appraisal as of November 30, 1999 of Morten Beyer & Agnew* relating to
the Aircraft**
99.6 Form of Letter of Transmittal***
99.7 Form of Notice of Guaranteed Delivery***
99.8 Form of Letter to DTC Participants***
99.9 Form of Letter to Clients and Form of Instruction to Book-Entry
Transfer Participants***
99.10 Form of Exchange Agent Agreement***

- ---------
* Previously filed on Registration Statement on Form S-4 No. 333-56575 with
the Securities and Exchange Commission.

** Previously filed on Registration Statement on Form S-1 No. 333-56575 with
the Securities and Exchange Commission.

*** Filed herewith.

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first-class mail or
equally prompt means. This includes

II-2

information contained in documents filed subsequent to the effective date of
the registration statement throughout the date responding to the request.

(b) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each of the registrant's
annual reports pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 20 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(e) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually, or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant, Morgan
Stanley Aircraft Finance, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York, on , 2000.

Morgan Stanley Aircraft Finance

By: /s/ Alexander C. Frank
--------------------------
Signatory Trustee

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
following capacities on the dates indicated.

Signature Title Date

* Controlling Trustee
- ------------------------
Karl Essig

* Controlling Trustee
- ------------------------
Alexander C. Frank

* Controlling Trustee
- ------------------------
A. Maurice Mason

* Controlling Trustee
- ------------------------
C. Scott Peterson

* Independent Trustee
- ------------------------
Juan C. O'Callahan

* Independent Trustee
- ------------------------
Alexander C. Bancroft

Wilmington Trust Company Delaware Trustee

By: *
------------------------

By: /s/ Alexander C. Frank
------------------------
Alexander C. Frank
Attorney-in-fact

EXHIBIT INDEX

3.1 Certificate of Trust of MSAF*
3.2 Fourth Amended and Restated Trust Agreement of MSAF dated as of March
15, 2000**
4.1 Indenture dated as of March 3, 1998 by and among MSAF and Bankers
Trust Company, as Trustee with respect to the notes*
4.2 Indenture Supplement No.1 dated as of March 15, 2000 among MSAF and
Bankers Trust Company**
4.3 Form of Global Note (included in Exhibit 4.1)
4.4 Registration Rights Agreement dated March 15, 2000 by and between
MSAF and Morgan Stanley & Co. International Limited**
5.1 Opinion of Davis Polk & Wardwell as to the legality of the securities
being registered hereby**
8.1 Opinion of Davis Polk & Wardwell as to certain U.S. Federal income
tax matters (included in Exhibit 5.1)
10.1 Amended and Restated Administrative Agency Agreement among MSAF, MSA
I, MSA II, MSA III, MSA IV, MSA V, MSA VI, MSA VII, Redfly, Greenfly,
SPC-5, the Security Trustee and the Administrative Agent, dated as of
March 15, 2000**
10.2 Cash Management Agreement dated as of March 3, 1998 among MSAF,
Bankers Trust Company, as Security Trustee and as Cash Manager and
each subsidiary of MSAF*
10.3 Accession Agreement to Cash Management Agreement among the Cash
Manager, the Security Trustee, MSA II, MSA III, MSAIV, MSA V, MSA VI,
MSA VII, and ILFC, dated as of March 15, 2000**
10.4 Financial Advisory Agreement dated as of March 3, 1998 between MSAF
and Morgan Stanley & Co. Incorporated, as Financial Adviser*
10.5 Amended and Restated Custody and Loan Agreement dated as of August 6,
1999 among MSAF, International Lease Finance Corporation and each
subsidiary of MSAF**
10.6 Amended and Restated Loan Agreement dated as of March 15, 2000
between MSAF and Morgan Stanley, Dean Witter, Discover & Co.**
10.7 Security Trust Agreement dated as of March 3, 1998 among MSAF,
Bankers Trust Company, as Security Trustee, as Cash Manager and as
Trustee, Cabot Aircraft Services Limited, as Administrative Agent and
each subsidiary of MSAF*
10.8 Security Trust Agreement Supplement for MSA II dated as of March 15,
2000**
10.9 Security Trust Agreement Supplement for MSA III dated as of March 15,
2000**
10.10 Security Trust Agreement Supplement for MSA IV dated as of March 15,
2000**
10.11 Security Trust Agreement Supplement for MSA V dated as of March 15,
2000**
10.12 Security Trust Agreement Supplement for MSA VI dated as of March 15,
2000**
10.13 Security Trust Agreement Supplement for MSA VII dated as of March 15,
2000**
10.14 Reference Agency Agreement dated as of March 3, 1998 among MSAF,
Bankers Trust Company, as Reference Agent and as Trustee and Cabot
Aircraft Services Limited, as Administrative Agent*
10.15 Second Amended and Restated Servicing Agreement dated as of March 15,
2000 among MSAF, International Lease Finance Corporation, Cabot
Aircraft Services Limited, as Administrative Agent and each
subsidiary of MSAF**
10.16 Asset Purchase Agreement dated as of November 10, 1997 between MSAF
and International Lease Finance Corporation*
10.17 Asset Purchase Agreement dated as of March 19, 1999 between MSA II
and GE Capital Mietfinanz GmBH & Co. KG**
10.18 Asset Purchase Agreement dated as of August 6, 1999 among MSA IV, MSA
V and International Lease Finance Corporation**
10.19 Purchase Agreement dated as of March 15, 2000 between MSAF and MS
Financing Inc.**
10.20 Accession to Amended and Restated Custody and Loan Agreement among
MSAF, International Lease Finance Corporation and each subsidiary of
MSAF***
21.1 Subsidiaries of MSAF**
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
23.2 Consent of Aircraft Information Services, Inc.***
23.3 Consent of BK Associates, Inc.***
23.4 Consent of Airclaims Limited***

II-5

23.5 Consent of Aircraft Value Analysis Company***
23.6 Consent of Morten Beyer and Agnew***
23.7 Consent of Deloitte & Touche LLP***
23.8 Consent of PricewaterhouseCoopers LLP***
24.1 Trustees' Power of Attorney (included in signature pages)**
25.1 Statement of Eligibility of Bankers Trust Company, as Trustee, under
the Indenture to be qualified under the Trust Indenture Act of 1939**
27.1 Financial Data Schedule (incorporated by reference to Exhibit 27.1 to
Quarterly Report on Form 10-Q for the quarter ended February 29,
2000)*
99.1 Appraisal of Aircraft Information Services, Inc. relating to the
Aircraft**
99.2 Appraisal of BK Associates, Inc. relating to the Aircraft**
99.3 Appraisal of Airclaims Limited relating to the Aircraft**
99.4 Appraisal of Aircraft Value Analysis Company**
99.5 Appraisal of Morten Beyer & Agnew**
99.6 Form of Letter of Transmittal***
99.7 Form of Notice of Guaranteed Delivery***
99.8 Form of Letter to DTC Participants***
99.9 Form of Letter to Clients and Form of Instruction to Book-Entry
Transfer Participants***
99.10 Form of Exchange Agent Agreement***

- ---------
* Previously filed on Registration Statement on Form S-4 No. 333-56575 with
the Securities and Exchange Commission.

** Previously filed on Registration Statement on Form S-1 No. 333-56575 with
the Securities and Exchange Commission.

*** Filed herewith.

II-6