EXHIBIT 4.2
FORM OF SECURED NOTE
[FACE OF THE BOND]
AEROCENTURY FUND IV, INC.
SERIES A SECURED BOND
ISSUE DATE: _________
REGISTERED NO: ______ CUSIP NO. __________
AeroCentury Fund IV, Inc.,a corporation duly organized
and existing under the laws of the State of California (herein
referred to as the "Company"), for value received, hereby
promises to pay to __________________________________, or
registered assigns, the principal sum of
__________________________ DOLLARS ($__________) on the Stated
Maturity (as defined below) and to pay interest on the unpaid
principal balance thereof from the Issue Date set forth above
quarterly (computed on the basis of a 360-day year of twelve
30-day months) on the unpaid principal until such principal is
fully paid or made available for payment, at the Interest Rate
per annum set forth below, such principal and interest being
payable on February 1, May 1, August 1 and November 1 of each
year (or if such date is not a Business Day, then the next
immediate following Business Day), commencing on August 1, 1997,
to the registered holder of this Bond at the close of business on
the corresponding Regular Record Date (as defined on the reverse
hereof). The principal of and interest on this Bond shall be paid
in the manner specified on the reverse hereof.
The principal of and interest on this Bond are payable
in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts. Any payment of principal or interest that is not
paid when and as due shall bear interest at the Bond Interest
Rate (as defined in the Indenture referred to on the reverse
hereof) from the date due to the date of payment thereof, but
only to the extent payment of such interest shall be lawful and
enforceable.
THE PRINCIPAL OF THIS BOND IS TO BE PAID IN FULL ON THE
STATED MATURITY DATE. THE OUTSTANDING PRINCIPAL BALANCE AT ANY
GIVEN TIME MAY BE OBTAINED BY CONTACTING THE COMPANY OR THE
TRUSTEE.
Reference is made to the further provisions of this Bond
as set forth on the reverse hereof, which shall have the same
effect as though fully set forth on the face of this Bond.
Unless the certificate of authentication hereon has been
executed by the Trustee whose name appears below by manual
signature, this Bond shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, __________________________ has
caused this instrument to be signed by its President or a Vice
President and a facsimile of its corporate seal to be imprinted
hereon, and attested by a Secretary or any Assistant Secretary.
Dated:
[SEAL] AEROCENTURY FUND IV, INC.
Attest: By:______________________
[Vice] President
By:_______________________
[Assistant] Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds
designated herein referred
to in the within-mentioned Indenture.
FIRST SECURITY BANK
NATIONAL ASSOCIATION,
as Trustee
By:______________________
Authorized Signatory
[FORM OF THE REVERSE OF THE BONDS]
This Bond is one of a duly authorized issue of JetFleet
III Series A Secured Bonds (the "Bonds") of the Company, to be
issued under an Indenture of Trust dated as of February ___, 1997
(herein called the "Indenture"), between the Company and First
Security Bank of Utah, National Association, as trustee (the
"Trustee") and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective
rights thereunder of the Company, the Trustee, and the
Bondholders and the terms upon which the Bonds are, and are to
be, authenticated and delivered. The Bonds may bear different
dates, but will all mature on the same date (the "Stated Maturity
Date"), which shall be April 30, 2005, unless such date is
extended to a date not more than six months later by the Company,
as provided in the Indenture. All terms used in this Bond that
are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
As provided in the Indenture, the Bonds are general
obligations of the Company and are secured by the Trust Estate.
All outstanding principal on this Bond shall be due and
payable on the Stated Maturity Date. Until the entire principal
amount hereof has been paid or made available for payment,
commencing on the date of issue, unpaid principal will bear
interest. Until the maturity date, interest shall be calculated
quarterly, at a rate of 10% simple interest per annum.
Payment of the unpaid principal amount of this Bond at
the Stated Maturity shall be made upon presentment and surrender
of this Bond to the Trustee at its Corporate Trust Office.
Payments of interest on this Bond due and payable on each Payment
Date shall be made by check mailed to the Person whose name
appears as the registered Holder of this Bond (or one or more
Predecessor Bonds) in the Bond Register as of the close of
business on the fifteenth day of the month immediately preceding
each Payment Date, whether or not a Business Day (the "Regular
Record Date"). Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Bond
Register as of the applicable Regular Record Date, unless a
different address is specified by the Bondholder for receipt of
such checks.
If an Event of Default (as defined in the Indenture)
shall occur and be continuing with respect to the Bonds, the
Bonds may be declared due and payable in the manner and with the
effect and subject to the conditions provided in the Indenture.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this
Bond may be registered on the Bond Register of the Company, upon
surrender of this Bond for registration of transfer at the office
or agency designated by the Company pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Bond
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed by a
national bank or a commercial bank or by a member firm of the New
York Stock Exchange or the American Stock Exchange, and upon
presentation of such other documents as the Company or the Bond
Registrar may reasonably require, and thereupon one or more new
Bonds having the same Interest Rate and Stated Maturity as this
Bond, of authorized denominations and in the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
Prior to due presentment for registration of transfer of
this Bond, the Company, the Trustee, and any agent of the Company
or the Trustee may conclusively treat the Person in whose name
this Bond is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Bond be overdue, and neither the Company, the
Trustee, nor any such agent shall be affected by notice to the
contrary.
Subject to certain exceptions, the Indenture permits the
Company and the Trustee to enter into one or more supplemental
indentures, with the consent of the Holders of more than 50% of
the Aggregate Outstanding Amount for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the
rights of the Bondholders. The Indenture also permits the Holders
of Bonds representing more than 50% of the outstanding principal
amount of the Bonds, on behalf of the Holders of all Bonds of
such Series, to waive certain past defaults under the Indenture
and their consequences, except defaults in the payment of
principal of or interest on any Bond or in respect of a covenant
or provision of the Indenture that cannot be modified or amended
without the consent of all the Bondholders. Any such consent or
waiver by the Holder of this Bond (or any one or more Predecessor
Bonds) shall be conclusive and binding upon such Holder and upon
all future Holders of this Bond and of any Bond issued upon
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Bond.
The term "Company" as used in this Bond includes any
successor to the Company under the Indenture.
The Bonds are issuable only in registered form without
coupons and only in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, this Bond is exchangeable
for a like aggregate principal amount of Bonds having the same
Interest Rate and Stated Maturity as this Bond, of different
authorized denominations, as requested by the Holder surrendering
same.
This Bond and the Indenture shall be construed in
accordance with, and governed by, the laws of the State of
California applicable to agreements made and to be performed
therein.
The Bonds are not redeemable at the option of the
Holders. The Company, at its option, may repay to all Bondholders
on a pro-rata basis, based on outstanding principal, all or a
portion of the outstanding principal of ("redeem") Bonds at any
time after April 30, 2000.
In any case where the date of any Payment Date, Special
Payment Date, Redemption Date or Maturity shall not be a Business
Day, then payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and
effect as if made on the nominal date of any such Payment Date,
Special Payment Date, Redemption Date or Maturity, as the case
may be, and no additional interest shall accrue for any period as
a result of payment being made on such next succeeding Business
Day.
No reference herein to the Indenture and no provision of
this Bond or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Bond at the times,
place, and rate, and in the coin or currency, herein prescribed.
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto
(Please insert Social Security or other United States
tax identifying number of assignee)
the within Bond of __________________________ standing in the
name(s) of the undersigned in the Bond Register of the Company
with respect to such Bond and does hereby irrevocably constitute
and appoint ______________________________ Attorney to transfer
such Bond in such Bond Register, with full power of substitution
in the premises.
Dated: ___________________
Signature
___________________
Signature
NOTICE: The signature(s) to this Assignment must correspond with
the name(s) as written upon the face of this Bond in every
particular without alteration or any change whatsoever. The
signature(s) must be guaranteed by a national bank or a
commercial bank, or by a member firm of the New York Stock
Exchange or the American Stock Exchange. Notarized or witnessed
signatures are not acceptable as guaranteed signatures.
Signature Guarantee:
By: __________________
Authorized Officer
Name of Institution
[END OF FORM OF THE BONDS]
