NOTICE OF PUBLIC AUCTION SALE OF SEVEN (7) AIRBUS A320-200 AIRCRAFT

NOTICE IS HEREBY GIVEN that on Tuesday 18 May 2010, at 11 am (London time) (the "Date of Sale") in the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ, England, PK Airfinance S.a r.l. (the "Secured Party") as security trustee and beneficial interest holder of certain owner trusts that hold title to the Aircraft (as defined below), by virtue of certain defaults under certain facility agreements and in accordance with certain aircraft mortgages entered into in favour of the Secured Party as mortgagee, the Secured Party will cause the sale, at a public auction, of all of its right, title and interest in and to the following:

(i) seven (7) Airbus A320-200 airframes (each an "Airframe") with manufacturer's serial numbers 1240, 1257, 1464, 1546, 1557, 1650 and 1785; each equipped with two (2) IAE V2527-A engines attached to each Airframe (each an "Engine") bearing the following Manufacturer's Serial Numbers: V10797, V11511, V11923, V10740, V11687, V11678, V11251, V11025, V10767, V11044, V11149, V11409, V11768 and V11857 respectively; and

(ii) any and all manuals, logs, records, technical and operational data and other materials and documents with respect to each Airframe and each Engines described above which are in the possession of the Secured Party. Each Airframe together with its attached Engines and the Documents is referred to in this Notice as the "Aircraft".

The Aircraft, system specifications and inspection reports may be examined by contacting the Secured Party (contact details below) and all bidders and others receiving or examining such information will keep it strictly confidential. The Aircraft shall be registered with the Federal Aviation Authority of the United States prior to the Date of Sale.

Terms and Conditions of Sale: 

Each Aircraft will be sold to the bidder with the highest net bid or otherwise best bid, for cash except as otherwise provided herein, "AS IS/WHERE IS" with all faults and without any express or implied representations or warranties whatsoever, including, without limitation, representations or warranties relating to (i) title, merchantability, possession, quiet enjoyment, fitness for a particular purpose, or the like; or (ii) the value or quality of the Aircraft, or (iii) freedom from security interests or liens, other than the security interest held by the Secured Party. Potential bidders are encouraged to perform such due diligence as they deem necessary. The Secured Party reserves the right (i) to sell its interest in the Aircraft as a lot, or as more than one lot, or individually, (ii) on or prior to the Date of Sale, to modify, waive, or amend any terms or conditions of the sale or impose any other terms or conditions of the sale; and (iii) if the Secured Party deems appropriate, to reject any bids or to adjourn, delay, or terminate the sale. Bids may be submitted in writing at any time prior to the Date of Sale to the Secured Party's counsel at the address listed below and will be considered along with any other bids received on the Date of Sale. Those wishing to bid must either (i) deliver a cash deposit in an amount equal to $100,000 per Aircraft into the Secured Party's escrow account (details of which are available upon request); or (ii) provide evidence, satisfactory in the sole and absolute judgement and discretion of the Secured Party, of their creditworthiness and ability to consummate the proposed sale transaction if their bid(s) are successful. All bidders must comply with all applicable law and export regulations and provide know-your-customer information. Any person wishing to attend the auction must notify the Secured Party's Counsel of their proposed attendance not less than 5 days in advance of the Date of Sale. Bids will continue to be entertained until the Secured Party has determined that it has received the highest net bid or otherwise best bid in excess of the reserve price. Notwithstanding the requirement that the sale of its interest in the Aircraft be for cash, the Secured Party reserves the right to bid at the sale for the Aircraft and to credit their bid against its secured claims against Alpstream Aviation Limited and/or Betastream Limited (as applicable). Closing of the sale will take place within ten (10) business days after the Date of Sale in accordance with the terms of the sale and purchase agreement(s) to be signed on the Date of Sale by the winning bidder(s), the form of which agreement is available on request. If any winning bidder fails to close, it will lose its cash deposit and may be held liable for the full price it bid. Any sale agreement and all other matters connected with the auction will be governed by the laws of England.

Secured Party

PK AirFinance S.a r.l. c/o 6-D, route de Treves L-2633 Senningerberg Luxembourg Tel: +352 34 20 30 1 Fax: +352 34 80 50

Contact: Christophe Beaubron

Email: c.beaubron@pkair.com

Counsel for Secured Party

Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom Tel: +44 (0)20 7006 1000 Fax: +44 (0)20 7006 5555

Contact: William Glaister/Jason MacIntyre

Email: william.glaister@cliffordchance.com

jason.macintyre@cliffordchance.com