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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF UP TO:
$400,000,000 CLASS A-1 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAA7)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS A-1 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAC3),
$260,000,000 CLASS A-2 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAD1)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS A-2 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAF6),
$260,000,000 CLASS A-3 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAD1)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS A-3 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAJ8),
$60,000,000 CLASS B-1 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAK5)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS B-1 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAM1),
$60,000,000 CLASS B-2 FIXED RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP:
52204PAS8)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS B-2 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAX7),
$69,000,000 CLASS C-1 FLOATING RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAN9)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS C-1 FIXED RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAQ2).
$69,000,000 CLASS C-2 FIXED RATE ASSET BACKED NOTES, SERIES 2001-1
(CUSIP: 52204PAT6)
IN EXCHANGE FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
CLASS C-2 FIXED RATE ASSET BACKED NOTES, SERIES 2001-1 (CUSIP: 52204PAY5).
LEASE INVESTMENT FLIGHT TRUST
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Lease Investment Flight Trust (the "Company") relating to the
exchange of an aggregate principal amount up to $1,429,000,000 of its Class A-1
Floating Rate Asset Backed Notes, Series 2001-1, Class A-2 Floating Rate Asset
Backed Notes, Series 2001-1, Class A-3 Floating Rate Asset Backed Notes,
Series 2001-1, Class B-1 Floating Rate Asset Backed Notes, Series 2001-1,
Class B-2 Fixed Rate Asset Backed Notes, Series 2001-1, Class C-1 Floating Rate
Asset Backed Notes, Series 2001-1 and Class C-2 Fixed Rate Asset Backed Notes,
Series 2001-1 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for an equal
aggregate principal amount of its issued and outstanding Class A-1 Floating Rate
Asset Backed Notes, Series 2001-1, Class A-2 Floating Rate Asset Backed Notes,
Series 2001-1, Class A-3 Floating Rate Asset Backed Notes, Series 2001-1,
Class B-1 Floating Rate Asset Backed Notes, Series 2001-1, Class B-2 Fixed Rate
Asset Backed Notes, Series 2001-1, Class C-1 Floating Rate Asset Backed Notes,
Series 2001-1 and Class C-2 Fixed Rate Asset Backed Notes, Series 2001-1 (the
"Restricted Notes") made pursuant to the Prospectus, dated , 2001
(the "Prospectus"), if certificates for Restricted Notes of the Company are not
immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach
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the Exchange Agent prior to 5:00 p.m., New York City time, on , 2001
(the "Expiration Date"). Such form may be delivered or transmitted by facsimile
transmission (if available to such holder), mail or hand delivery to Bankers
Trust Company (the "Exchange Agent") as set forth below. In addition, in order
to utilize the guaranteed delivery procedure to tender Restricted Notes pursuant
to the Exchange Offer, the Exchange Agent must receive from an Eligible
Institution prior to 5:00 p.m., New York City time, on the Expiration Date, a
completed, signed and dated Letter of Transmittal relating to the Restricted
Notes (or facsimile thereof or an Agent's Message in lieu thereof). Capitalized
terms used herein and not defined herein are used as so defined in the
Prospectus.
BANKERS TRUST COMPANY
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BT Services Tennessee Incorporated BY FACSIMILE:
Corporate Trust and Agency Group (615) 835-3701
648 Grassmere Park Road BY TELEPHONE:
Nashville, Tennessee 37211 (800) 735-7777
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DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS NOTICE VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby tenders to Lease Investment Flight Trust, a Delaware
business trust (the "Company"), in accordance with the Company's offer, upon the
terms and subject to the conditions set forth in the Prospectus dated
, 2001 (the "Prospectus"), and in the accompanying Letter of
Transmittal, receipt of which is hereby acknowledged, $ in aggregate
principal amount of Restricted Notes pursuant to the guaranteed delivery
procedures described in the Prospectus.
Name(s) of Record Holder(s) ____________________________________________________
(PLEASE TYPE OR
PRINT)
Address ________________________________________________________________________
_______________________________________
Area Code & Telephone No. ______________________________
Certificate Number(s) for Restricted Notes (if available) ______________________
Total Principal Amount Represented by Certificate(s): $ ________________________
________________________________________________________________________________
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
________________________________________________________________________________
PLEASE SIGN HERE
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x
SIGNATURE(S) OF HOLDER(S) DATE
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Must be signed by the holder(s) of Restricted Notes as their name(s)
appear(s) on certificates for Restricted Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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Name(s):
Capacity:
Address(es):
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/ / The Depository Trust Company
(Check if Restricted Notes will be tendered by book-entry transfer)
Account Number _________________________________________
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the undersigned will deliver to the Exchange Agent the certificates
representing the Restricted Notes being tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Restricted Notes into
the Exchange Agent's account at The Depository Trust Company, in proper form for
transfer, together with the Letter of Transmittal (or a facsimile thereof or an
Agent's Message in lieu thereof) and any other documents required by the Letter
of Transmittal within three New York Stock Exchange trading days after the date
of execution hereof.
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NAME OF FIRM AUTHORIZED SIGNATURE
ADDRESS
TITLE
ZIP CODE (PLEASE TYPE OR PRINT)
Dated:
AREA CODE AND TEL. NO.
</Table>
NOTE: DO NOT SEND CERTIFICATES OF RESTRICTED NOTES WITH THIS FORM.
CERTIFICATES OF RESTRICTED NOTES SHOULD BE SENT ONLY WITH A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
________________________________________________________________________________
________________________________________________________________________________
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