Form of 7-5/8% Senior Note due 2011




 Exhibit 4.13 
  
 7 5/8% SENIOR NOTES DUE 2011 
  

	 	  	CUSIP 05366B AB 8
	No. [            ]	  	$                        

  
 AVIALL, INC.

  
 promises to pay to CEDE & CO., INC. or registered assigns, the
principal sum of                      Dollars
($                    ) on July 1, 2011. 
  
 Interest Payment Dates: January 1 and July 1, commencing January 1, 2004. 
  
 Record Dates: December 15 and June 15. 
  
 Dated:                  , 2003. 








 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly
authorized officer. 
  

	 AVIALL, INC.

		
	 By:
	 	  


	 	 	 Name:
 Title:



  
 This is one of the Global

 Notes referred to in the 
 within-mentioned Indenture:

  
 THE BANK OF NEW YORK 
 as Trustee 
  

	 By:
	 	  


	 	 	 Authorized Signatory


  
 Dated
            , 2003 








 7 5/8% SENIOR NOTES due 2011 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated. 
  
 1.
Interest. Aviall, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7 5/8% per annum until maturity. The Company shall pay interest semi-annually on January 1 and July 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided,
however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 1, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace periods), from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

  
 2. Method of Payment. The Company shall
pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the June 15 or December 15 next preceding the Interest Payment Date, even if
such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and
interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the 








 Security Register; provided, however, that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, if any, and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 3. Paying Agent and Registrar. Initially, The Bank of New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  
 4. Indenture. The Company issued the Notes under an Indenture dated as of June 30, 2003 (“Indenture”) among the
Company, the guarantors party thereto (the “Subsidiary Guarantors”) and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
  
 5. Optional Redemption. 
  
 (a) Except as set forth in clause (b) of this Paragraph 5, the Notes will not be redeemable at the option of the Company prior to July 1, 2007. Starting
on that date, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture. The Notes may be redeemed at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the
twelve-month period commencing on July 1 of the years indicated below: 
  

	 Year

	  	Percentage

	 
	 2007
	  	103.813	%
	 2008
	  	101.906	%
	 2009 and thereafter
	  	100.000	%

  
 (b) At any time and
from time to time prior to July 1, 2006, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes with the proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of
principal amount) equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided, however, that (i) after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding, and
(ii) any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice. 
  
 (c) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 6. Mandatory Redemption. Except as set forth in Sections 4.12
and 4.18 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 








 7. Repurchase at Option of Holder. 
  
 (a) Upon the occurrence of a Change of Control, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder’s Notes (a “Change of Control Offer”) at a purchase price in cash equal to 101% of the
aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest to, but
excluding, the relevant Interest Payment Date; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase the Notes pursuant to a Change of Control Offer in the event that, at
any time prior to the commencement of a Change of Control Offer, the Company shall have delivered to the Trustee an irrevocable notice of its exercise of its right to redeem all (but not less than all) of the Notes pursuant to Section 3.07 of the
Indenture). 
  
 (b) If either the Company or one of its Restricted
Subsidiaries consummates any Asset Sales, it shall apply any Net Available Cash in accordance with the Indenture. When the aggregate amount of Excess Proceeds from Asset Sales exceeds $10.0 million (taking into account income earned on such Excess
Proceeds, if any), the Company shall be required to make a Prepayment Offer for the Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount with other Senior Debt of the Company
or any Restricted Subsidiary that the Company elects to Repay; provided, however, that in connection with any such Repayment of Senior Debt, the Company or such Restricted Subsidiary shall permanently retire such Debt and shall cause the
related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. In connection with any such Prepayment Offer, the Company shall purchase Notes tendered pursuant to such
Prepayment Offer (and such other Senior Debt) at a purchase price of 100% of their principal amount (or, in the event such other Senior Debt was issued with significant original issue discount, 100% of the accreted value thereof), without premium,
plus accrued but unpaid interest, if any, to the purchase date (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) or, in respect of such other Senior Debt, such lesser
price, if any, as may be provided for by the terms of such Senior Debt, in accordance with the procedures set forth in Section 3.09 of the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Net
Available Cash, the Trustee shall select the Notes to be purchased on a pro rata basis. 
  
 (c) Holders of Notes that are the subject of an Offer to Purchase will receive a Prepayment Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
  
 8. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption. 
  
 9.
Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange
or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 








 10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes. 
  
 11. Amendment, Supplement and
Waiver. Subject to certain exceptions, the Company and the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including
Additional Notes, if any, voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event
of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest, if any, on the Notes) or compliance with any provision of the Indenture or the Notes (except for certain covenants and provisions
of the Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting
as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes). Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to
(a) cure any ambiguity, omission, defect or inconsistency, (b) provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture, (c) provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (d) add additional
Guarantees with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture, (e) secure the Notes, to add to the covenants of the Company for the benefit of the Holders of the Notes
or to surrender any right or power conferred upon the Company, (f) make any change that does not adversely affect the rights of any Holder of the Notes, (g) comply with any requirement of the Commission in connection with the qualification of the
Indenture under the TIA, or (h) provide for the issuance of Additional Notes in accordance with the Indenture. 
  
 12. Defaults and Remedies. Each of the following is an Event of Default under the Indenture: (a) failure to make the payment of any interest
on the Notes when the same becomes due and payable, and such failure continues for a period of 30 days; (b) failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its Stated
Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (c) failure to comply with Section 5.01 of the Indenture; (d) failure to comply with any other covenant or agreement in the Notes or in the Indenture
(other than a failure that is the subject of the foregoing clause (a), (b) or (c)) and such failure continues for 30 days after written notice is given to the Company as provided in the Indenture; (e) a default under any Debt by the Company or any
Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $10.0 million or its foreign currency equivalent at the time; (f) any judgment or
judgments for the payment of money in an aggregate amount in excess of $10.0 million (or its foreign currency equivalent at the time) that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or
discharged (including acknowledged by a third party insurer to be its exclusive liability) for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; (g) certain events involving bankruptcy, insolvency or
reorganization of the Company or any Significant Subsidiary or any group of Subsidiaries of the Company that, when taken together, would constitute a Significant Subsidiary; or (h) any Subsidiary Guaranty of a Significant Subsidiary ceases, or the
Subsidiary Guarantees of any group of Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary cease, to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or any
Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guaranty, or any group of Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary, deny or disaffirm
their obligations under their Subsidiary Guarantees. 
  
 If any
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and payable without further action or notice. Holders may 








 not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event
of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or
Event of Default. 
  
 13. Trustee Dealings with
Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have
if it were not Trustee. 
  
 14. No Recourse Against
Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under
the Indenture, the Notes, the Subsidiary Guaranties or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. 
  
 15. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Aviall, Inc., 2750
Regent Boulevard, DFW Airport, Texas 75261, Attention: Shareholder Services. 
  
 18. Governing Law. The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the
application of the laws of another jurisdiction would be required thereby. 








 Option of Holder to Elect Purchase 
  
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.18 of the Indenture, check the box below:

  
  ̈        Section 4.12 
  
  ̈        Section 4.18 
  
 If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.12 or Section 4.18 of the Indenture, state the amount you elect to have purchased:
$                             
  

	 Date:
                                        
                    
	  	Your Signature:                                   
                                      
	 	  	(Sign exactly as your name appears on the Note)
		
	 	  	Tax Identification No.:
	 	  	

		
	 	  	SIGNATURE GUARANTEE:
		
	 	  	

		
	 	  	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.









 Assignment Form 
  
 To assign this Note, fill in the form below: 
  
 (I) or (we) assign and transfer this Note to 
  

	

	(Insert assignee’s social security or other tax I.D. no.)
	  


	
	

	
	

	
	

	(Print or type assignee’s name, address and zip code)

  
 and irrevocably appoint                                
                                        
                                        
                              as agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him. 
  


		
	 Date:             
	  	Your
Signature:                                      
                                   
	 	  	(Sign exactly as your name appears on the face of this Note)
		
	 	  	Signature Guarantee:                                  
                             
		
	 	  	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

	 Date of Exchange

	 	 Amount of
decrease in
Principal Amount
of this Global Note

	 	 Amount of increase
in Principal Amount
of this Global Note

	  	Principal Amount
of this Global Note
following such
decrease (or
increase)

	  	Signature of
authorized signatory
of Trustee or
Note Custodian











 NOTATION OF SUBSIDIARY GUARANTY 
  
 For value received, each Subsidiary Guarantor (which term includes any successor Person under the Indenture), jointly and
severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 30, 2003 (the “Indenture”), among Aviall, Inc., as issuer (the “Company”), the
Subsidiary Guarantors listed on the signature pages thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest, if any, on the Notes, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee
and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03
and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined are used herein as so defined in the Indenture. 
  










 SUBSIDIARY GUARANTORS: 
  
 AVIALL SERVICES,
INC. 
 AVIALL PRODUCT REPAIR SERVICES,
INC. 
 AVIALL JAPAN LIMITED 
 INVENTORY LOCATOR SERVICE, LLC 
 INVENTORY LOCATOR SERVICE-UK, INC. 
  

		
	By:	 	 
	 	

	 	 	 Name:
 Title: