SUBCLASS A-2 FLOATING RATE ASSET-BACKED NOTE, SERIES 1999-1


<PAGE>



                             AIRCRAFT FINANCE TRUST
     $400,000,000 CLASS A-2 FLOATING RATE ASSET-BACKED NOTES, SERIES 1999-1
                                  SUBCLASS A-2

No. ___
                                                                          CUSIP:
                                                                           ISIN:
                                                                    COMMON CODE:

$_________________

         AIRCRAFT FINANCE TRUST, a business trust organized under the
laws of the State of Delaware  (herein  referred to as the "Issuer"),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal sum of __________  DOLLARS  ($___________) on May 15, 2024 (the "Final
Maturity  Date") and to pay  interest  monthly  in  arrears  on the  Outstanding
Principal  Balance hereof at a fluctuating  interest rate per annum equal to the
sum of LIBOR (calculated as provided in the Indenture) plus 0.50% per annum (the
"Stated Rate of Interest") from the date hereof until the Outstanding  Principal
Balance hereof is paid,  payable on each Payment Date.  Interest on the Subclass
A-2  Notes  in  each  Interest   Accrual   Period  will  be  calculated  by  the
Administrative  Agent (as hereinafter defined) by multiplying the Stated Rate of
Interest on the Subclass A-2 Notes for the relevant  Interest  Accrual Period by
the Outstanding  Principal Balance of the Subclass A-2 Notes on the first day of
such Interest Accrual Period and by multiplying the product by the actual number
of days  in such  Interest  Accrual  Period  divided  by 360  and  rounding  the
resulting amount to the nearest cent (with half a cent being rounded upwards).

         This  Subclass A-2 Note is one of a duly  authorized  issue of Notes of
the Issuer issued under the Trust  Indenture dated as of May 5, 1999 (as amended
or  supplemented  from  time to time,  the  "Indenture"),  between  the  Issuer,
ReSource/Phoenix,   Inc.,   in  its  capacity  as   Administrative   Agent  (the

<PAGE>

"Administrative  Agent") and Bankers Trust Company,  as trustee (the "Trustee").
The  Indenture  also  provides for the issuance of Class A Notes of any subclass
(including  additional  Subclass  A-2 Notes),  Class B Notes,  Class C Notes and
Class D Notes.  All  capitalized  terms used in this  Subclass  A-2 Note and not
defined herein shall have the respective  meanings assigned to such terms in the
Indenture.  Reference is made to the Indenture and all  indentures  supplemental
thereto for a statement of the respective  rights and obligations  thereunder of
the Issuer, the Trustee and the Subclass A-2 Holders.  This Subclass A-2 Note is
subject to all of the terms of the Indenture.

         The  Outstanding  Principal  Balance of this  Subclass  A-2 Note may be
repaid prior to the Final  Maturity Date through the  application on the Payment
Dates of the  Available  Collections  to the  principal  hereof as  provided  in
Section 3.08 of the Indenture (after making payments  entitled to priority under
Section 3.08 of the Indenture).  In addition,  the Issuer may optionally  redeem
all or part of the  Outstanding  Principal  Balance of this Subclass A-2 Note on
any Payment Date at the applicable  Redemption Price  (calculated as provided in
the Indenture) or, in the case of a redemption for taxation reasons specified in
the Indenture or a redemption in certain  default  circumstances  as provided in
the  Indenture,  at the  Outstanding  Principal  Balance hereof plus accrued and
unpaid interest hereon.

         Any amount of premium or interest on this Subclass A-2 Note that is not
paid when due shall,  to the fullest  extent  permitted by applicable  law, bear
interest at an interest rate per annum equal to the Stated Rate of Interest from
the date when due until such amount is paid or duly provided for, payable on the
next  succeeding  Payment  Date,  subject to the  availability  of the Available
Collections  therefor after making  payments  entitled to priority under Section
3.08 of the Indenture.

<PAGE>


         The indebtedness  evidenced by the Subclass A-2 Notes is, to the extent
and in the manner  provided in the Indenture and the Security  Trust  Agreement,
subordinate  and subject in right of payment to the prior payment in full of all
Senior  Claims (as  defined in the  Indenture),  and this  Subclass  A-2 Note is
issued subject to the provisions thereof providing for such subordination.  Each
Holder of this Subclass A-2 Note, by accepting the same, (a) agrees to and shall
be bound by such  provisions,  (b)  authorizes  and  directs the Trustee and the
Security  Trustee  on its  behalf to take such  action  as may be  necessary  or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints each of the Trustee and the Security Trustee its  attorney-in-fact  for
such  purpose.  All  payments  or  distributions  upon  or with  respect  to any
Obligations (as defined in the  Indenture),  which include payment of principal,
premium and interest on this Note,  that are received by the Holder of this Note
contrary to the priority of payment  provisions of the Indenture or in excess of
the amounts to which the Holder of this Note is entitled  under  Section 3.08 of
the  Indenture  shall be  received  for the benefit of the Senior  Claimant  (as
defined in the  Indenture),  shall be  segregated  from other funds and property
held by the Holder of this Note and shall be forthwith paid over to the Security
Trustee in the same form as so received (with any necessary  endorsement)  to be
applied (in the case of cash) to or held as collateral  (in the case of non-cash
property or  securities)  for the payment or prepayment of the Senior Claims (as
defined in the Indenture) in accordance with the terms of the Indenture.

         The maturity of this Subclass A-2 Note is subject to acceleration  upon
the occurrence and during the continuance of the Events of Default  specified in
the Indenture.

         This Subclass A-2 Note is and will be secured,  on a subordinated basis
as referred to above, by the collateral pledged as security therefor as provided
in the Security Trust Agreement.

<PAGE>


         Subject to and in  accordance  with the terms of the  Indenture,  there
will be distributed monthly on each Payment Date commencing on June 15, 1999, to
the Person in whose name this  Subclass A-2 Note is  registered  at the close of
business on the Record Date with respect to such Payment Date, such Person's pro
rata share  (based on the  aggregate  percentage  of the  Outstanding  Principal
Balance of the Subclass A-2 Notes held by such Person) of the  aggregate  amount
as may be  distributable  to all Holders of Subclass  A-2 Notes on such  Payment
Date pursuant to Section 3.08 of the Indenture.

         UNLESS THIS NOTE IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
         DEPOSITORY  TRUST  COMPANY TO AIRCRAFT  FINANCE  TRUST OR ITS AGENT FOR
         REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY NOTE ISSUED IS
         REGISTERED  IN THE NAME OF CEDE & CO.  OR TO SUCH  OTHER  ENTITY  AS IS
         REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST
         COMPANY (AND ANY PAYMENT  HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
         ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED   REPRESENTATIVE  OF  THE
         DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
         VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS  OF THIS GLOBAL NOTE SHALL BE LIMITED TO  TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
         SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS
         SET FORTH IN SECTION 2.13 OF THE INDENTURE.

         All  amounts  payable  in respect  of this  Subclass  A-2 Note shall be
payable in U.S. dollars in immediately available funds in the manner provided in
the  Indenture to the Holder hereof on the Record Date relating to such payment.
The final payment with respect to this Subclass A-2 Note, however, shall be made
only upon  presentation and surrender of this Note by the Holder or its agent at
the Corporate Trust Office or agency of the Trustee or Paying Agent specified in
the  notice  given by the  Trustee or Paying  Agent  with  respect to such final
payment. The Trustee or Paying Agent shall mail such notice of the final payment

<PAGE>

of this  Note to the  Holder,  specifying  the date  and  amount  of such  final
payment,  no later than five Business Days prior to such final payment.  At such
time,  if any,  as this  Subclass  A-2 Note is issued in the form of one or more
Definitive  Notes,  payments on a Payment  Date shall be made by check mailed to
each  Holder of such a  Definitive  Note on the  applicable  Record  Date at its
address appearing on the Register maintained with respect to Subclass A-2 Notes.
Alternatively,  upon  application in writing to the Trustee,  not later than the
applicable  Record Date, by a Holder of one or more Definitive Notes of Subclass
A-2 Notes having an aggregate principal amount of not less than $1,000,000,  any
such payments  shall be made by wire  transfer to an account  designated by such
Holder at a financial  institution in New York, New York. The final payment with
respect  to  any  such  Definitive  Note,  however,  shall  be  made  only  upon
presentation and surrender of such Definitive Note by the Holder or its agent at
the Corporate Trust Office or agency of the Trustee or Paying Agent specified in
the notice of such final  payment  given by the  Trustee  or Paying  Agent.  The
Trustee or Paying Agent shall mail such notice of the final payment of this Note
to the Holder,  specifying the date and amount of such final  payment,  no later
than five Business Days prior to such final payment.

                  This Subclass A-2 Note is issuable only in registered  form. A
Holder may  transfer  this Note only by  written  application  to the  Registrar
stating the name of the proposed  transferee  and otherwise  complying  with the
terms of the  Indenture.  No such transfer  shall be effective  until,  and such
transferee shall succeed to the rights of a Holder only upon, final registration
of the transfer by the Registrar in the Register. When this Subclass A-2 Note is
presented  to the  Registrar  with a request  to  register  the  transfer  or to
exchange  it for an  equal  principal  amount  of  Subclass  A-2  Notes of other
authorized denominations (including an exchange of this Subclass A-2 Note for an
Exchange  Note),  the Registrar shall register the transfer or make the exchange

<PAGE>

as requested if its  requirements for such  transactions are met (including,  in
the case of a  transfer,  that such Note is duly  endorsed or  accompanied  by a
written instrument of transfer in form satisfactory to the Trustee and Registrar
duly  executed by the Holder  thereof or by an  attorney  who is  authorized  in
writing to act on behalf of the Holder). No service charge shall be made for any
registration  of transfer or exchange of this  Subclass A-2 Note,  but the party
requesting  such new Note or Notes may be  required to pay a sum  sufficient  to
cover any  transfer tax or similar  governmental  charge  payable in  connection
therewith.

         Prior to the  registration  of transfer of this Subclass A-2 Note,  the
Issuer and the Trustee may deem and treat the Person in whose name this Subclass
A-2  Note (as of the day of  determination  or as of such  other  date as may be
specified in the  Indenture)  is  registered  as the  absolute  owner and Holder
hereof for the purpose of receiving  payment of all amounts payable with respect
to this Subclass A-2 Note and for all other purposes, and neither the Issuer nor
the Trustee shall be affected by notice to the contrary.

         The Indenture  permits the amendment or  modification  of the Indenture
and the  Subclass  A-2 Notes by the issuer  with the consent of the Holders of a
majority of the  Outstanding  Principal  Balance of all Notes on the date of any
vote of such Holders (voting as a single class);  provided that, (A) without the
consent of each provider of a Credit Facility,  no such amendment may modify (i)
the  provisions of the Indenture  relating to such Person's  Credit  Facility or
(ii) to the extent  affecting such Person's Credit Facility,  Credit  Facilities
generally; provided further that, (B) without the consent of each Swap Provider,
each  provider  of a Credit  Facility  and each  Holder  of any  Notes,  in each
instance affected thereby,  no such amendment may, except as otherwise  provided
in Section 3.11 of the Indenture,  (i) modify the provisions of the Indenture or
the Notes  setting  forth the  frequency  or the  currency  of  payment  of, the

<PAGE>

maturity  of, or the method of  calculation  of the  amount  of,  any  interest,
principal or Redemption  Price and Sale Premium,  if any,  payable in respect of
any subclass of Notes,  (ii) reduce the percentage of the aggregate  Outstanding
Principal  Balance of any subclass of Notes required to approve any amendment or
waiver of Section 9.01 of the  Indenture  or,  except as  otherwise  provided in
Section 3.09 of the Indenture,  (iii) alter the manner or priority of payment of
such subclass of Notes (each such amendment referred to in subsection A and B, a
"Basic Terms  Modification").  The  Indenture  also permits the Trustee to agree
with the  Issuer,  without  the  consent of any Holder of the Notes,  (a) to any
modification  (other  than a Basic  Terms  Modification)  of,  or the  waiver or
authorization  of any breach or  prospective  breach of,  any  provision  of any
Related  Document  or of the  relevant  subclass  of Notes to correct a manifest
error or an error which is of a formal, minor or technical nature, (b) to modify
the provisions of the Indenture or the Administrative  Agency Agreement relating
to the  timing of  movement  of Rental  Payments  or other  monies  received  or
Expenses Incurred among the Accounts by the Administrative  Agent, (c) to add or
reflect  any Credit  Facility,  (d) to any  amendment  (other than a Basic Terms
Modification)  of an  immaterial  nature  necessary  to permit the  issuance  of
Refinancing  Notes and/or  Additional  Notes and the  acquisition  of Additional
Aircraft  consistent  with the expense  provisions  of the  Indenture  or (e) to
comply  with  the   requirements  of  the  Commission  in  connection  with  the
qualification  of the  Indenture  under  the  Trust  Indenture  Act of 1939  (as
amended,  the "Trust  Indenture  Act").  Any  amendment or  modification  of the
Indenture  shall be  binding on every  Holder  hereof,  whether or not  notation
thereof is made upon this Subclass A-2 Note.

         The subordination  provisions  contained in Section 3.08,  Section 3.09
and  Article X of the  Indenture  may not be amended  or  modified  without  the
consent of each Swap Provider,  each provider of a Credit Facility,  each Holder

<PAGE>

of the Notes of the subclass affected thereby and each Holder of any subclass of
Notes ranking  senior  thereto.  In no event shall the  provisions  set forth in
Section 3.08 of the  Indenture  relating to the priority of the  Expenses,  Swap
Payments and payments under all Credit Facilities be amended or modified.

         The Indenture also contains provisions  permitting the Holders of Notes
representing  a  majority  of the  Outstanding  Principal  Balance of the Senior
Class,  on behalf of the  Holders of all of the  Subclass  A-2  Notes,  to waive
compliance  by the Issuer with certain  provisions  of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver shall be  conclusive  and binding upon all present and future  Holders of
this Subclass A-2 Note and of any Subclass A-2 Note issued upon the registration
of  transfer  of,  in  exchange  or in lieu of or upon the  refinancing  of this
Subclass  A-2 Note,  whether or not  notation of such  consent or waiver is made
upon this Subclass A-2 Note.

         The  term  "Issuer"  as used in this  Subclass  A-2 Note  includes  any
successor to the Issuer under the Indenture.

         The Issuer is permitted by the Indenture,  under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Holders of
Subclass A-2 Notes under the Indenture.

         The  Subclass  A-2  Notes  are  issuable  only  in  registered  form in
denominations  as  provided  in the  Indenture,  subject to certain  limitations
therein set forth.

         THIS  SUBCLASS  A-2 NOTE  SHALL IN ALL  RESPECTS  BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK,  INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

<PAGE>


         Unless the  certificate of  authentication  hereon has been executed by
the Trustee  whose name  appears  below by manual or facsimile  signature,  this
Subclass A-2 Note shall not be entitled to any benefit under the  Indenture,  or
be valid or obligatory for any purpose.


<PAGE>


         IN WITNESS WHEREOF,  the Issuer has caused this Subclass A-2 Note to be
signed manually or by facsimile by its Owner Trustee.


Date: _________________                     AIRCRAFT FINANCE TRUST
                                            By:     Wilmington Trust Company,
                                            not in its individual capacity but
                                            solely as the Owner Trustee

                                            By:_________________________________
                                                 Name:
                                                 Title:  Authorized Signatory





<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Subclass A-2 Notes  designated above and referred to
in the within-mentioned Indenture.


Date: ____________                 BANKERS TRUST COMPANY, not in its individual
                                      capacity but solely as the Trustee


                                   By: _______________________________
                                            Authorized Signatory




<PAGE>


                                 TRANSFER NOTICE


         FOR VALUE RECEIVED the  undersigned  registered  holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No. __________________


________________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing  ______________________________ attorney to transfer said Note on the
books of the Issuer with full power of substitution in the premises.


Date:                                       {Signature of Transferor}
                                            NOTE:    The   signature   to   this
                                            assignment  must correspond with the
                                            name as written upon the face of the
                                            within-mentioned instrument in every
                                            particular,  without  alteration  or
                                            any change whatsoever.

         The  undersigned  covenants  and agrees that it will treat this Note as
indebtedness  for all  purposes  and will not take any action  contrary  to such
characterization,  including,  without  limitation,  filing  any tax  returns or
financial statements inconsistent therewith.


Date:                                       {Signature of Transferee}
                                            NOTICE:  to be executed by an
                                            executive officer