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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF NOTES DUE JULY 15, 2025
IN EXCHANGE FOR NOTES DUE JULY 15, 2025
OF
AERCO LIMITED
As set forth in the Prospectus dated (the "Prospectus") of
AerCo Limited ("AerCo") and in the accompanying Letter of Transmittal and
instructions thereto (the "Letter of Transmittal"), this form or one
substantially equivalent hereto must be used to accept AerCo's Exchange Offer
(the "Exchange Offer") to exchange four subclasses of its outstanding Notes due
March 15, 2025 (the "Old Notes") for each subclass of its Notes due July 15,
2025 which have been registered under the Securities Act of 1933, as amended, if
the Letter of Transmittal or any other documents required thereby cannot be
delivered to the Exchange Agent, or the procedure for book-entry transfer cannot
be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as
defined in the Prospectus). This form may be delivered by an Eligible
Institution by hand or transmitted by facsimile transmission, overnight courier
or mail to the Exchange Agent as set forth below. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M. ON THE LAST BUSINESS DAY PRIOR TO THE EXPIRATION
DATE
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Delivery to: Bankers Trust Company, as Exchange Agent
If by Mail, Hand or Overnight Courier:
Bankers Trust Company
Four Albany Street
Mail Stop 5091
New York, New York 10006
or
If by Facsimile:
+1 212 250 6439
Confirm by Telephone:
+1 212 250 6549
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA A
FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not be used to guarantee
signatures. If a signature on the Letter of Transmittal to be used to tender Old
Notes is required to be guaranteed by an "Eligible Institution" under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to AerCo, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, (amount of Old Notes) Subclass Old Notes pursuant to the
guaranteed delivery procedures set forth in Instruction 1 of the Letter of
Transmittal.
The undersigned understands that tenders of Old Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time, on the last business
day prior to the Expiration Date. Tenders of Old Notes may also be withdrawn if
the Exchange Offer is terminated without any such Old Notes being purchased
thereunder or as otherwise provided in the Prospectus.
All authority thereto conferred or agreed to be conferred by Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
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NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
Principal Amount and Subclass of Old Name(s) of Holder(s
Notes Tendered
___________________________________ ___________________________________
___________________________________
Please Print or Type
Address ___________________________
___________________________________
Area Code and Telephone No.
___________________________________
Signature(s) ______________________
___________________________________
Dated: ____________________________
The Depository Trust Company
Account No. _______________________
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This Notice of Guaranteed Delivery must be signed by (i) the Holder(s)
of Old Notes exactly as its (their) name(s) appear on a security position
listing maintained by DTC as the owner of Old Notes or (ii) by person(s)
authorized to become Holder(s) by 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 a
representative capacity, such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
OF PERSON SIGNING ABOVE
Name(s): ________________________________________________________________
Capacity: ________________________________________________________________
Address(es): ________________________________________________________________
________________________________________________________________
________________________________________________________________
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that the above named person(s) "own(s)" the Old Note
tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b)
represents that such tender of Old Notes complies with Rule 14e-4 under the
Exchange Act and (c) guarantees that delivery to the Exchange Agent of a
Depositary Trust Company, pursuant to the procedures for book-entry transfer set
forth in the Prospectus, with delivery of either a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signatures and any other documents required by the Letter of
Transmittal or an Agent's Message, will be received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL OR AGENT'S MESSAGE AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE
AGENT WITHIN THE TIME PERIOD SET FORTH THEREIN AND THAT FAILURE TO DO SO COULD
RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm ____________________ __________________________________
Authorized Signature
Address ________________________ Name _____________________________
Please Print or Type
____________________________________ Title ____________________________
Zip Code
Area Code and Telephone Number
____________________________________ Date ____________________________
Dated: ____________________, 2000
