Exhibit

10.27




 




GUARANTY




 




This GUARANTY (this “Guaranty”) dated as of September

12, 2002 is made by WILLIS LEASE FINANCE CORPORATION, a Delaware corporation

(together with its successors and assigns, the “Guarantor”), in favor of

BARCLAYS BANK PLC, a public limited company organized under the law of England

and Wales, in its capacity as Deal Agent (as defined below) and as a Class B

Purchaser (as defined below), and FORTIS BANK (NEDERLAND) N.V., organized under

the laws of the Netherlands, in its capacity as a Class B Purchaser (as defined

below).




 




RECITALS




 




WHEREAS, Willis Engine Funding LLC (“Issuer”), the

Guarantor, Sheffield Receivables Corporation (the “Class A Purchaser”) and

Barclays Bank PLC, as deal agent (the “Deal Agent”), have entered into that certain

Class A Note Purchase Agreement dated as of September 12, 2002 (the “Class A

Note Purchase Agreement”), pursuant to which the Class A Purchaser agreed to

purchase up to $180,000,000 aggregate principal amount of notes entitled Willis

Engine Funding LLC Secured Notes, Series 2002-1 Class A (the “Class A Notes”)

issued pursuant to the Indenture, dated as of September 12, 2002 (the “Trust

Indenture”), and the Series 2002-1 Supplement, dated as of September 12, 2002

(the “2002-1 Supplement” and, together with the Trust Indenture, the

“Indenture”), between Issuer and The Bank of New York (“Indenture Trustee”);




 




WHEREAS, the Issuer, the Guarantor, Barclays Bank PLC

(together with its successors and assigns, in such capacity, a “Class B

Purchaser”), Fortis Bank (Nederland) N.V. (together with its successors and

assigns, a “Class B Purchaser” and together with Barclays Bank PLC in its

capacity as a Class B Purchaser, the “Class B Purchasers”) and the Deal Agent

have entered into that certain Class B Note Purchase Agreement dated as of

September 12, 2002 (the “Class B Note Purchase Agreement”), pursuant to which

the Class B Purchasers agreed to purchase up to $20,000,000 aggregate principal

amount of notes entitled Willis Engine Funding LLC Secured Notes, Series 2002-1

Class B (the “Class B Notes”) issued pursuant to the Indenture;




 




WHEREAS, it is a condition of the effectiveness of the

Class B Note Purchase Agreement that the Guarantor execute and deliver this

Guaranty; and




 




WHEREAS, Guarantor is the owner of all of the capital

stock of Issuer and will obtain substantial direct and indirect benefit from

the purchase of the Class A Notes and the Class B Notes by the Class A

Purchaser and the Class B Purchasers, respectively;




 




NOW, THEREFORE, in consideration of the foregoing

recitals and other good and valuable consideration, the receipt and adequacy of

which is hereby acknowledged, and intending to be legally bound, the parties

hereto do hereby agree as follows:




 




AGREEMENT




 




Section

1.              Definitions.  Capitalized terms used herein shall have the

following meanings:




 




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Guaranty

Amount:  As of any

date of determination, an amount equal to the excess of (A) the lesser of

(i) the Class B Note Principal Balance as of such date and (ii) 10%

of the Outstanding Obligations as of such date over (B) the Guaranty Deduction

Amount as of such date.




 




Guaranty

Deduction Amount:  As

of any date of determination, an amount equal to the sum of (a) any amounts

prior to or as of such date paid by Guarantor pursuant to the Indemnification

Agreement and (b) any amounts prior to or as of such date paid by Guarantor to

lessees, sublessees or other Persons pursuant to the Guarantor’s obligations as

surety with respect to the obligations of Issuer or any Owner Trustee pursuant

to any Lease.




 




Indebtedness:  With respect to any Person means, without

duplication, (a) any obligation of such Person for borrowed money, including,

without limitation, (i) any obligation incurred through the issuance and

sale of bonds, debentures, notes or other similar debt instruments, and

(ii) any obligation for borrowed money which is non-recourse to the credit

of such Person but which is secured by any asset of such Person, (b) any

obligation of such Person on account of deposits or advances, (c) any

obligation of such Person for the deferred purchase price of any property or

services, except accounts payable arising in the ordinary course of such

Person’s business, (d) any obligation of such Person as lessee under a capital

lease, (e) any Indebtedness of another secured by a Lien on any asset of such

Person, whether or not such Indebtedness is assumed by such Person and (f) any

obligation in respect of interest rate or foreign exchange hedging agreements.




 




Indemnification

Agreement:  The

Indemnification Agreement dated as of September 12, 2002 between the Guarantor

and the Indenture Trustee.




 




All other capitalized terms not otherwise defined

herein have the meanings set forth in the Indenture.




 




Section

2.              Acknowledgment; Guaranty.  Guarantor hereby unconditionally, absolutely

and irrevocably guarantees to the Class B Purchasers, up to an amount not

exceeding the Guaranty Amount (items (i) through (iii) collectively,

the “Guaranteed Indebtedness”): (i) the full and prompt payment of the

principal balance of the Class B Notes and the indebtedness represented thereby

as and when due or at such earlier date as may result from the acceleration

thereof as a result of the occurrence of an Early Amortization Event or an

Event of Default under the terms of the Indenture; (ii) the full and

prompt payment of the interest on the outstanding principal balance of the

Class B Notes as and when due or at such earlier date as may result from the

acceleration thereof following an Early Amortization Event or an Event of

Default under the terms of the Indenture; and (iii) the full and prompt payment

of an amount equal to each and all of the payments and other sums, when and as

the same shall become due, required to be paid by the Issuer to the Class B

Noteholders under the terms of the Indenture.




 




Section

3.              Guaranty Unconditional.  The obligations of Guarantor hereunder are

irrevocable, absolute and unconditional, irrespective of the value,

genuineness, regularity, validity or enforceability of the Guaranteed

Indebtedness or any other circumstances which might otherwise constitute a

legal or equitable discharge or defense of a surety or guarantor.  No setoff, abatement, recoupment,

counterclaim, reduction or diminution of an obligation, or any




 




2





























 




defense

of any kind or nature (other than performance by Guarantor of its obligations

hereunder or the payment in full of the Guaranteed Indebtedness), which

Guarantor has or may have with respect to a claim under this Guaranty, shall be

available hereunder to Guarantor against the Class B Purchasers.




 




Section

4.              Payments.  All payments to be made by Guarantor to or

for the benefit of the Class B Purchasers hereunder shall be made, in

accordance with the written direction of each of the Class B Purchasers, by

wire transfer in lawful money of the United States of America, in immediately

available funds, and shall be accompanied by a notice from Guarantor stating

that such payments are made under this Guaranty.




 




Section 5.              Representations, Warranties and Covenants.  Guarantor hereby

represents and warrants to the Class B Purchasers that:




 




(a)           The

Guarantor is a corporation duly organized, validly existing and in good

standing under the laws of the state of its incorporation, has full corporate

power to own its assets and to engage in the activities in which it is now

engaged and is duly qualified and in good standing under the laws of each

jurisdiction where the conduct of its activities requires such qualification,

if the failure to so qualify would have a material adverse effect on the

condition (financial or otherwise) of the Guarantor;




 




(b)           The

Guarantor has full power, authority and legal right to execute, deliver and

perform this Guaranty and has taken all necessary action to authorize the

execution, delivery and performance by it of this Guaranty.  No consent, license, permit, approval or

authorization of, exemption by, notice or report to, or registration, filing or

declaration with, any Governmental Authority is required for the execution,

delivery and performance by the Guarantor of this Guaranty which has not been

obtained, made, given or accomplished. This Guaranty has been duly executed and

delivered by a duly authorized representative of the Guarantor, and this

Guaranty constitutes the valid, legal and binding obligations of the Guarantor,

enforceable against the Guarantor in accordance with its respective terms,

except as such enforcement may be limited by (A) bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting creditors’ rights

generally and (B) general principles of equity (regardless of whether such

enforcement is considered in a proceeding in equity or at law);




 




(c)           The

execution, delivery and performance by the Guarantor of this Guaranty will not

violate any provision of any law or regulation applicable to the Guarantor, or

of any order, judgment, award or decree of any court, arbitrator or

Governmental Authority applicable to the Guarantor or the organizational documents

of the Guarantor or any mortgage, indenture, lease, contract or other

agreement, instrument or undertaking to which the Guarantor is a party or by

which the Guarantor or any of its assets may be bound, and will not result in,

or require, the creation or imposition of any lien on any of its property,

assets or revenues pursuant to the provisions of any such mortgage, indenture,

lease, contract or other agreements, instrument or undertaking;




 




(d)           No

litigation, investigation or administrative proceeding of or before any court,

arbitrator or governmental authority is pending or, to the Guarantor’s

knowledge, threatened against the Guarantor which if decided adversely to the

Guarantor, would materially affect the




 




3





























 




condition

(financial or otherwise), business or operations of the Guarantor, or the

ability of the Guarantor to perform its obligations under this Guaranty;




 




(e)           All

approvals, authorizations, consents, orders or other actions of any person, corporation

or other organization, or of any court, governmental agency or body or

official, required in connection with the execution, delivery and performance

of this Guaranty by the Guarantor, have been taken or obtained on or prior to

the Effective Date;




 




(f)            The

financial statements of Guarantor dated as of December 31, 2001 (audited), a

copy of which have been furnished to the Deal Agent, fairly present the

financial position and results of operations for Guarantor for the dates and

periods purported to be covered thereby, all in accordance with GAAP, and there

has been no Material Adverse Change in the financial position or operations of

Guarantor since the date of such financial statements; and




 




(g)           Guarantor

is not insolvent as of the Effective Date and the incurrence of Guarantor’s

obligations under this Guaranty will not cause Guarantor: (i) to become

insolvent; (ii) to be left with unreasonably small capital for any

business or transaction in which Guarantor is presently engaged or plans to be

engaged; or (iii) to be unable to pay its debts as such debts mature.




 




Section

6.              Consents.  Guarantor hereby consents that any or all of

the following actions may be taken or things done without notice to Guarantor

and without affecting the liability of Guarantor under this Guaranty:




 




A.            The

time for Issuer’s performance of or compliance with any of the terms of the

Guaranteed Indebtedness may be accelerated (upon an Event of Default), or

extended or such performance or compliance may be waived by the Deal Agent

(including, without limitation, the renewal, extension, acceleration (upon an

Event of Default) or other change in the time of payment, or other terms of,

the Guaranteed Indebtedness, such as an increase or decrease in the rate of

interest thereon); and




 




B.            The

terms of any of the Guaranteed Indebtedness or any term or condition in the

Indenture may be amended as provided for therein by the Issuer and Deal Agent,

as the case may be, for the purpose of adding any provisions thereto or

changing in any manner the rights or obligations of Issuer and/or Deal Agent

thereunder.




 




Section

7.              Due Diligence.  Guarantor acknowledges that it has,

independently of and without reliance on the Deal Agent, made its own credit

analysis of Issuer and performed its own legal review of this Guaranty, the

Indenture, the Contribution and Sale Agreement, the Class A Note Purchase

Agreement, the Class B Note Purchase Agreement and the Related Documents and

all related documents and filings, and Guarantor is not relying on the Deal Agent

with respect to any of the aforesaid items. Guarantor has established adequate

means of obtaining from Issuer on a continuing basis financial and other

information pertaining to Issuer’s financial condition. Guarantor agrees to

keep adequately informed from such means of any facts, events or circumstances

which might in any way affect Guarantor’s risks hereunder, and Guarantor

further agrees that the Deal Agent shall have no obligation to disclose to

Guarantor information or




 




4





























 




material

with respect to Issuer acquired in the course of the Deal Agent’s relationship

with Issuer.




 




Section

8.              Tolling of Statute of

Limitations. 

Guarantor agrees that any payment or performance of any of the terms of

the Guaranteed Indebtedness or other acts which tolls any statute of

limitations applicable to the Guaranteed Indebtedness shall also toll the

statute of limitations applicable to Guarantor’s liability under this Guaranty.




 




Section

9.              Waiver.  Guarantor hereby expressly waives diligence,

presentment, demand for payment, protest, benefit of any statute of limitations

affecting Issuer’s liability under the Class B Notes or the Indenture or the

enforcement of this Guaranty, discharge due to any disability of Issuer, any

defenses of Issuer to its obligations under the Class B Notes or the Indenture

not arising under the express terms of the Class B Notes or the Indenture or

from a material breach thereof by Deal Agent or a Class B Purchaser which under

the law has the effect of discharging Issuer from the Guaranteed Indebtedness

as to which this Guaranty is sought to be enforced, the benefit of any act or

omission by the Deal Agent or a Class B Purchaser that directly or indirectly

results in or aids the discharge of Issuer from any of the Guaranteed

Indebtedness by operation of law or otherwise, all notices whatsoever,

including, without limitation, notice of acceptance of this Guaranty and the

incurring of the Guaranteed Indebtedness, and any requirement that the Deal Agent

or a Class B Purchaser exhaust any right, power or remedy or proceed against

Issuer, the Collateral or any other guarantor of, or any other Person liable

for, any of the Guaranteed Indebtedness, or any portion thereof. Guarantor

specifically agrees that it will not be necessary or required, and Guarantor

shall not be entitled to require, that Deal Agent or a Class B Purchaser file

suit or proceed to assert or obtain a claim for personal judgment against

Issuer for the Guaranteed Indebtedness, or to make any effort at collection or

enforcement of the Guaranteed Indebtedness from Issuer or file suit or proceed

to obtain or assert a claim for personal judgment against Guarantor or any

other guarantor or other party liable for the Guaranteed Indebtedness or make

any effort at collection of the Guaranteed Indebtedness from any such party or

exercise or assert any other right or remedy to which the Deal Agent or a Class

B Purchaser is or may be entitled in connection with the Guaranteed

Indebtedness or guaranty relating thereto or assert or file any claim against

the assets of Issuer, before or as a condition of enforcing the liability of

Guarantor under this Guaranty.




 




Section

10.            Certain Rights.  In pursuing their rights under this

Guaranty, the Class B Purchasers need not join Guarantor in any suit against

Issuer or join Issuer in any suit against Guarantor.




 




Section

11.            Continuing Guaranty.  This Guaranty shall be a continuing guaranty

and any other guarantors of all or a portion of the Guaranteed Indebtedness may

be released without affecting the liability of Guarantor hereunder.




 




Section

12.            Indemnity.  In addition to and without limiting or

impairing in any manner whatsoever Guarantor’s other obligations under this

Guaranty or any other document executed and delivered by Guarantor to the Deal

Agent or the Class B Purchasers, Guarantor agrees to indemnify the Deal Agent

and the Class B Purchasers from and against any and all costs, expenses, losses

and liabilities relating to claims by any third parties growing out of or




 




5





























 




resulting

from transactions contemplated by this Guaranty (including, without limitation,

enforcement of this Guaranty).




 




Section

13.            Notice.  The Deal Agent shall provide Guarantor with

a copy of any notice of default to Issuer as provided under the Indenture;

provided, however, the failure of Deal Agent to provide such notice to

Guarantor will not exonerate Guarantor of any Guaranteed Indebtedness. All

notices and communications under this Agreement shall be in writing personally

delivered, or sent by facsimile (with subsequent telephone confirmation of

receipt thereof) or sent by overnight courier service at the following

addresses: Guarantor, at its address at Willis Lease Finance Corporation, 2320

Marinship Way, Suite 300, Sausalito, CA 94965; and Deal Agent, at its address

at 200 Park Avenue, New York, New York 10166, Attention: Asset Securitization

Group or, as to each party, at such other address as shall be designated by

such party in a written notice to the other party complying as to delivery with

the terms of this Section 13. Notice shall be effective and deemed received (a)

two days after being delivered to the courier service, if sent by courier, (b)

upon receipt of confirmation of transmission, if sent by telecopy, or (c) when

delivered, if delivered by hand. All such notices and communications shall,

when hand delivered be effective upon delivery, when sent by courier be

effective on the next succeeding Business Day.




 




Section

14.            Reinstatement.  Notwithstanding any provision in the

Indenture or the Class B Notes to the contrary, the liability of Guarantor

hereunder shall be reinstated and revived and the rights of the Class B

Purchasers shall continue if and to the extent that for any reason any payment

by or on behalf of Issuer is rescinded or must be otherwise restored by the

Class B Purchasers, whether as a result of any proceedings in bankruptcy or

reorganization or otherwise, all as though such amount had not been paid.  The determination as to whether any such

payment must be rescinded or restored shall be made by the Class B Purchasers

in their sole discretion; provided, however, that if the Class B Purchasers

choose to contest any such matter at the request of Guarantor, Guarantor agrees

to indemnify and hold harmless the Class B Purchasers from all costs and

expenses (including, without limitation, attorneys’ fees) related to such

request.




 




Section

15.            No Waiver, Amendments, Etc.  No failure on the part of the Class B Purchasers

to exercise, no delay in exercising and no course of dealing with respect to,

any right hereunder shall operate as a waiver thereof; nor shall any single or

partial exercise of any right hereunder preclude any other or further exercise

thereof or the exercise of any other right. The remedies herein provided are

cumulative and not exclusive of any remedies provided by law.  This Guaranty may not be amended or modified

except by written agreement between the Guarantor and the Class B Purchasers

and no consent or waiver hereunder shall be valid unless in writing and

executed in accordance with the provisions of this Guaranty.




 




Section

16.            Compromise and Settlement.  No compromise, settlement, release, renewal,

extension, indulgence, change in, waiver or modification of any of the terms of

the Guaranteed Indebtedness or the release of Guarantor or discharge of Issuer

or Guarantor from the performance of any of the terms of the Guaranteed

Indebtedness shall release or discharge Guarantor from this Guaranty.




 




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Section

17.            Insolvency.  The voluntary or involuntary liquidation,

dissolution, sale or other disposition of all or substantially all the assets

and liabilities, receivership, insolvency, bankruptcy, assignment for the

benefit of creditors, reorganization, or other proceeding affecting Issuer or

Guarantor or the disaffirmance of the Class A Notes, the Class B Notes or the

Indenture, or Guarantor’s obligations hereunder in any such proceeding shall

not release or discharge Guarantor from this Guaranty.




 




Section

18.            Expenses.  In addition to its guaranty hereunder of the

Guaranteed Indebtedness, Guarantor hereby agrees to pay all costs and expenses,

including, without limitation, attorneys’ fees, paid or incurred by the Class B

Purchasers in collection or enforcing any or all of the Guaranty Amount or in

connection with the enforcement of this Guaranty and in which the Class B

Purchasers are the prevailing party.




 




Section

19.            Entire Agreement.  This Guaranty and all documents mentioned or

contemplated herein constitute and contain the entire agreement of the parties

and supersede any and all prior and contemporaneous agreements, negotiations,

correspondence, understandings and communications between the parties, whether

written or oral, respecting the subject matter hereof.




 




Section

20.            Severability.  If any provision of this Guaranty is held to

be unenforceable for any reason, it shall be adjusted, if possible, rather than

voided in order to achieve the intent of the parties to the extent possible. In

any event, all other provisions of this Guaranty shall be deemed valid and

enforceable to the full extent possible.




 




Section

21.            Subordination of

Indebtedness.  Any

Indebtedness or other obligation of Issuer now or hereafter held by or owing to

Guarantor is hereby subordinated in time and right of payment to all

obligations of Issuer to the Class B Purchasers; and such Indebtedness of

Issuer to Guarantor is assigned to the Class B Purchasers, as collateral

security for this Guaranty and the Guaranteed Indebtedness, and if the Class B

Purchasers so request, shall be collected, enforced and received by Guarantor

in trust for the Class B Purchasers, and be paid over to the Class B

Purchasers, on account of the Outstanding Obligations of Issuer to the Class B

Purchasers, but without reducing or affecting in any manner the liability of

Guarantor under the other provisions of this Guaranty. Any notes now or

hereafter evidencing such Indebtedness of Issuer to Guarantor shall be marked

with a legend that the same are subject to this Guaranty and shall be delivered

to the Class B Purchasers.  Guarantor

will, and the Deal Agent is hereby authorized, in the name of Guarantor from

time to time, to execute and file financing statements and continuation

statements and execute such other documents and take such other action as Deal

Agent deems necessary or appropriate to perfect, preserve and enforce its

rights hereunder.  Notwithstanding the foregoing,

the right of the Servicer to receive the Servicing Fee and receive

reimbursement of Servicer Advances is not subordinated except as may be

provided in Section 3.2 of the Series 2002-1 Supplement.




 




Section

22.            No Petition.  Guarantor hereby covenants that it will not

institute against the Issuer any bankruptcy, reorganization, arrangement,

insolvency or liquidation proceedings, or other proceedings under any federal

or state bankruptcy or similar law, at any time other than on a date which is

at least one year and one day after the last date on which any Note under any

Series was Outstanding.




 




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Section

23.            Assignment; Governing Law.  This Guaranty shall be binding upon and

inure to the benefit of Guarantor and the Class B Purchasers and each of their

respective successors and assigns, except that Guarantor shall not have the

right to assign its rights hereunder or any interest herein unless authorized

by a writing executed by the Class B Purchasers. The Guarantor hereby consents

(a) to the Class B Purchasers enforcing their rights and remedies hereunder

and/or any other Owner or (b) to the assignment of all of the Class B

Purchasers rights and remedies hereunder to any subsequent Noteholder or to the

trustee under the Indenture. This Guaranty shall be governed by, and construed

in accordance with, the laws of the State of New York, without regard to the

conflicts of laws principles of such jurisdiction.




 




Section

24.            Consent to Jurisdiction.  Guarantor hereby irrevocably consents to the

non-exclusive personal jurisdiction o f the state and federal courts located in

New York County, New York, solely for purposes of any action, claim or other

proceeding arising out of any dispute in connection with this Guaranty, any

rights or obligations hereunder or thereunder or the performance of such rights

and obligations.  Guarantor hereby

irrevocably consents to the service of a summons and complaint and other

process in any action, claim or proceeding brought by the Class B Purchasers in

connection with this Guaranty, any rights or obligations hereunder or

thereunder or the performance of such rights and obligations, on behalf of

itself or its property, in the manner specified in Section 13 above.  Nothing in this Section 24 shall affect the

right of the Class B Purchasers to serve legal process in any other manner

permitted by applicable law or affect the right of the Class B Purchasers to

bring any action or proceeding against Guarantor or its properties in the

courts of any other jurisdictions.




 




Section

25.            Termination of Guaranty.  This Guaranty shall terminate upon payment

in full of the Class B Notes and fulfillment of all other Guaranteed

Indebtedness in full; provided, however, this Section shall not affect the

obligations of Guarantor pursuant to Section 14 of this Guaranty.




 




Section

26.            Waiver of Jury Trial.  THE GUARANTOR AND THE CLASS B PURCHASERS

HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT

TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION

WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE

PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.




 




Section

27.            Waiver of Specific Rights.

GUARANTOR HEREBY IRREVOCABLY WAIVES AND RELEASES ANY AND ALL RIGHTS IT MAY HAVE

AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW,

CONTRACT OR OTHERWISE) TO REQUIRE THE MARSHALING OF ANY ASSETS OF ISSUER, WHICH

RIGHT OF MARSHALING MIGHT OTHERWISE ARISE FROM ANY SUCH PAYMENTS MADE OR

OBLIGATIONS PERFORMED.




 




Section

28.            Subordination of Specific

Rights.  Guarantor

hereby agrees that for so long as the Guaranteed Indebtedness is outstanding,

it shall not take any action to enforce any claim, right or remedy which

Guarantor may have against Issuer that arises hereunder, including without

limitation any claim, remedy or right of subrogation, reimbursement,

exoneration, or 




 




8





























 




indemnification.

Guarantor further agrees that any claim, right or remedy which Guarantor may

have against Issuer that arises hereunder, including without limitation any

claim, remedy or right of subrogation, reimbursement, exoneration,

orindemnification, shall be subordinated to the prior payment of the Guaranteed

Indebtedness.




 




Section

29.            Transfer.  In the event of any transfer of any Class B

Note, all rights of the transferor of such Class B Note under this Guaranty in

respect of such Class B Note shall, once the transferee of such Class B Note

has become the registered Holder of such Class B Note, shall be assigned to,

and shall be enforceable by, such transferee.




 




Section

30.            General Interpretive

Principles.  For

purposes of this Guaranty except as otherwise expressly provided or unless the

context otherwise requires:




 




A.            the

terms defined in this Guaranty have the meanings assigned to them in this

Guaranty and include the plural as well as the singular, and the use of any

gender herein shall be deemed to include the other gender;




 




B.            accounting

terms not otherwise defined herein have the meanings assigned to them in

accordance with Generally Accepted Accounting Principles as in effect on the

date hereof;




 




C.            references

herein to “Sections”, “Subsections”, “paragraphs”, and other subdivisions

without reference to a document are to designated Sections, Subsections,

paragraphs and other subdivisions of this Guaranty;




 




D.            a

reference to a Subsection without further reference to a Section is a reference

to such Subsection as contained in the same Section in which the reference

appears, and this rule shall also apply to paragraphs and other subdivisions;




 




E.             the

words “herein”, “hereof’, “hereunder” and other words of similar import refer

to this Guaranty as a whole and not to any particular provision; and




 




F.             the

term “include” or “including” shall mean without limitation by reason of

enumeration.




 




[The Remainder of this

Page is Intentionally left Blank]




 




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IN WITNESS WHEREOF, Guarantor has executed

and delivered this Guaranty as of the date first written above.




 




	

   


  	

  WILLIS LEASE

  FINANCE CORPORATION


  
	

   


  	

  as Guarantor


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ DONALD A. NUNEMAKER


  	

   


  
	

   


  	

   


  	

  Name: Donald A. Nunemaker


  
	

   


  	

   


  	

  Title: Executive Vice President,


  
	

   


  	

   


  	

  Chief Operating Officer


  
					





 




	

  ACCEPTED AND AGREED TO:


  
	

   


  
	

  BARCLAYS BANK PLC


  
	

  as Deal Agent

  and as a a Class B Purchaser


  
	

   


  
	

   


  
	

  By:


  	

  /s/ PIERRE DULEYRIE


  	

   


  
	

   


  	

  Name: Pierre Duleyrie


  
	

   


  	

  Title: Director


  
	

   


  
	

  FORTIS BANK (NEDERLAND) N.V.


  
	

  as a Class B

  Purchaser


  
	

   


  
	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
							





 




S-1