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


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                             AIRCRAFT FINANCE TRUST

     $512,500,000 CLASS A-1 FLOATING RATE ASSET-BACKED NOTES, SERIES 1999-1
                                  SUBCLASS A-1

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  rate  per  annum  equal  to the sum of LIBOR
(calculated  as provided in the Indenture)  plus 0.48% per annum  (together with
Maturity Step-Up  Interest,  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-1 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-1 Notes for the relevant  Interest
Accrual Period by the Outstanding Principal Balance of the Subclass A-1 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-1 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

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or  supplemented  from  time to time,  the  "Indenture"),  between  the  Issuer,
ReSource/Phoenix,   Inc.,   in  its  capacity  as   Administrative   Agent  (the
"Administrative Agent") and Bankers Trust Company (the "Trustee"). The Indenture
also  provides  for the  issuance  of Class A Notes of any  subclass  (including
additional Subclass A-1 Notes),  Class B Notes, Class C Notes and Class D Notes.
All  capitalized  terms used in this  Subclass  A-1 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 Holders of Subclass A-1 Notes. This Subclass A-1 Note is subject
to all of the terms of the Indenture.

         The  Outstanding  Principal  Balance of this  Subclass  A-1 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-1 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 (including Maturity Step-Up Interest)
on this Subclass A-1 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

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the  availability  of the Available  Collections  therefor after making payments
entitled to priority under Section 3.08 of the Indenture.

         If this  Note is not  repaid  on or  before  May 15,  2004,  additional
interest,  at a rate of 0.5% per annum shall accrue on the Outstanding Principal
Balance  (as  defined  in  the  Indenture)  of  this  Note  ("Maturity   Step-Up
Interest").

         The indebtedness  evidenced by the Subclass A-1 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-1 Note is
issued subject to the provisions thereof providing for such subordination.  Each
Holder of this Subclass A-1 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.

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         The maturity of this Subclass A-1 Note is subject to acceleration  upon
the occurrence and during the continuance of the Events of Default  specified in
the Indenture.

         This Subclass A-1 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.

         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-1 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-1 Notes held by such Person) of the  aggregate  amount
as may be  distributable  to all Holders of Subclass  A-1 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-1 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.

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The final payment with respect to this Subclass A-1 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
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-1 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-1 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-1 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-1 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

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succeed to the rights of a Holder only upon, final  registration of the transfer
by the  Registrar in the  Register.  When this Subclass A-1 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-1 Notes of other  authorized  denominations
(including  an exchange of this  Subclass  A-1 Note for an Exchange  Note),  the
Registrar  shall  register the transfer or make the exchange 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-1 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-1 Note,  the
Issuer and the Trustee may deem and treat the Person in whose name this Subclass
A-1  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-1 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-1 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

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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
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

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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-1 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
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-1  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-1 Note and of any Subclass A-1 Note issued upon the registration
of  transfer  of,  in  exchange  or in lieu of or upon the  refinancing  of this
Subclass  A-1 Note,  whether or not  notation of such  consent or waiver is made
upon this Subclass A-1 Note.

         The  term  "Issuer"  as used in this  Subclass  A-1 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-1 Notes under the Indenture.

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         The  Subclass  A-1  Notes  are  issuable  only  in  registered  form in
denominations  as  provided  in the  Indenture,  subject to certain  limitations
therein set forth.

         THIS  SUBCLASS  A-1 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.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee  whose name  appears  below by manual or facsimile  signature,  this
Subclass A-1 Note shall not be entitled to any benefit under the  Indenture,  or
be valid or obligatory for any purpose.



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         IN WITNESS WHEREOF,  the Issuer has caused this Subclass A-1 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




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                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the  Subclass A-1 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


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                                 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



<PAGE>







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


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                             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 as requested if its

<PAGE>

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
maturity  of, or the method of  calculation  of the  amount  of,  any  interest,

<PAGE>

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



<PAGE>




             CLASS B FLOATING RATE ASSET-BACKED NOTE, SERIES 1999-1


<PAGE>



                             AIRCRAFT FINANCE TRUST

       $126,500,000 CLASS B FLOATING RATE ASSET-BACKED NOTE, SERIES 1999-1

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  1.15% 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 this Class B
Note in each Interest  Accrual  Period will be calculated by the  Administrative
Agent (as  hereinafter  defined) by  multiplying  the Stated Rate of Interest on
this Class B Note for the relevant  Interest  Accrual Period by the  Outstanding
Principal Balance of this Class B Note 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  Class B 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  (the  "Trustee").   The
Indenture  also  provides for the  issuance of Class A Notes,  Class C Notes and
Class D Notes.  All capitalized  terms used in this Class B 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 Class B Holders. This Class B Note is subject to
all of the terms of the Indenture.

         The  Outstanding  Principal  Balance of this Class B 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 Class B 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 Class B 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 Class B 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 Class B Note is issued
subject to the provisions thereof providing for such subordination.  Each Holder
of this Class B 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 Class B Note is subject to  acceleration  upon the
occurrence and during the continuance of the Events of Default  specified in the
Indenture.  The Class B  Holders  shall not be  permitted  to  deliver a Default
Notice or to exercise or to direct the  exercise of any remedy in respect of any
such Event of Default until all interest and principal on the Class A Notes have
been paid in full.

<PAGE>


         This Class B 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.

         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  Class B 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 Class B Notes held by such Person) of the aggregate amount as may
be  distributable  to all Holders of Class B 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 Class B 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 Class B 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

<PAGE>

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 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  Class B 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  Class  B  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 Class B 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 Class B 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 Class B Note is presented to the
Registrar with a request to register the transfer or to exchange it for an equal

<PAGE>

principal amount of Class B Notes of other authorized  denominations  (including
an exchange  of this Class B Note for an Exchange  Note),  the  Registrar  shall
register the transfer or make the exchange 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  Class B 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 Class B Note, the Issuer
and the  Trustee  may deem and treat the  Person in whose name this Class B 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 Class B
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  Class B 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

<PAGE>

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
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

<PAGE>

Indenture  shall be  binding on every  Holder  hereof,  whether or not  notation
thereof is made upon this Class B 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
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 Class B 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 Class B Note
and of any Class B Note issued upon the registration of transfer of, in exchange
or in lieu of or upon  the  refinancing  of this  Class B Note,  whether  or not
notation of such consent or waiver is made upon this Class B Note.

         The term  "Issuer" as used in this Class B 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
Class B Notes under the Indenture.

         The Class B Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein set forth.

         THIS CLASS B 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
<PAGE>


CONSTRUCTION, VALIDITY AND PERFORMANCE.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee  whose name  appears  below by manual or facsimile  signature,  this
Class B 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 Class B 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 Class B 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



<PAGE>






               CLASS C FIXED RATE ASSET-BACKED NOTE, SERIES 1999-1


<PAGE>



                             AIRCRAFT FINANCE TRUST

        $106,000,000 CLASS C FIXED RATE ASSET-BACKED NOTES, SERIES 1999-1

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 the rate of 8.00% 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 this Class C Note for each
Interest  Accrual  Period shall be calculated (i) on the basis of a 360-day year
and one-twelfth of an annual interest  payment,  (ii) on the first Payment Date,
on the basis of the actual number of days in the first  Interest  Accrual Period
divided by 360 and (iii) in the case of a payment  other than on a Payment Date,
on the basis of a 360-day year consisting of twelve 30-day months.

         This  Class C 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
"Administrative  Agent"),  and  Bankers  Trust  Company  (the  "Trustee").   The
Indenture  also  provides for the  issuance of Class A Notes,  Class B Notes and
Class D Notes.  All capitalized  terms used in this Class C Note and not defined

<PAGE>

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 Class C Holders. This Class C Note is subject to
all of the terms of the Indenture.

         The  Outstanding  Principal  Balance of this Class C 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 Class C 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  and
accrued and unpaid Sales Premium, if any, hereon.

         Any amount of premium or interest on this Class C 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.

         The  indebtedness  evidenced by the Class C 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 Class C Note is issued
subject to the provisions thereof providing for such subordination.  Each Holder

<PAGE>

of this Class C 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, Sale 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  such 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  indorsement) 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 Class C Note is subject to  acceleration  upon the
occurrence and during the continuance of the Events of Default  specified in the
Indenture.  The Class C  Holders  shall not be  permitted  to  deliver a Default
Notice or to exercise or to direct the  exercise of any remedy in respect of any
such Event of Default  until all interest and principal on the Class A Notes and
the Class B Notes have been paid in full.

         This Class C 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  Class C 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 Class C Notes held by such Person) of the aggregate amount as may
be  distributable  to all Holders of Class C 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 Class C 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 Class C 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 of this
Note to the Holder,  specifying  the date and amount of such final  payment,  no

<PAGE>

later than five Business Days prior to such final payment. At such time, if any,
as this  Class C 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  Class  C  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 Class C 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 Class C 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 Class C Note is presented to the
Registrar with a request to register the transfer or to exchange it for an equal
principal amount of Class C Notes of other authorized  denominations  (including
an exchange  of this Class C Note for an Exchange  Note),  the  Registrar  shall
register the transfer or make the exchange as requested if its  requirements for

<PAGE>

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  Class C 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 Class C Note, the Issuer
and the  Trustee  may deem and treat the  Person in whose name this Class C 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 Class C
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  Class C 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
maturity  of, or the method of  calculation  of the  amount  of,  any  interest,

<PAGE>

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 Class C 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
of the Notes of the subclass affected thereby and each Holder of any subclass of

<PAGE>

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 Class C 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 Class C Note
and of any Class C Note issued upon the registration of transfer of, in exchange
or in lieu of or upon  the  refinancing  of this  Class C Note,  whether  or not
notation of such consent or waiver is made upon this Class C Note.

         The term  "Issuer" as used in this Class C 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
Class C Notes under the Indenture.

         The Class C Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein set forth.

         THIS CLASS C 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
Class C 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 Class C 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 Class C 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