Exhibit 10.25


 


EXECUTION VERSION




 





 


WILLIS
ENGINE SECURITIZATION TRUST,


as issuer of Series 2008-A1 Notes,


 


and


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


as Indenture Trustee


 






 


GENERAL SUPPLEMENT 2008-1


 


Dated as of March 28, 2008


 


to


 


INDENTURE


 


amended and restated as of December 13,
2007


 








 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENTS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Definition of Hedged Leases

  	
   

  	
  1

  
	
  Section 2.02.

  	
  Definition of Aggregate Adjusted
  Borrowing Value

  	
   

  	
  2

  
	
  Section 2.03.

  	
  Issuance of Definitive Notes

  	
   

  	
  2

  
	
  Section 2.04.

  	
  Exchange and Cancellation

  	
   

  	
  2

  
	
  Section 2.05.

  	
  Book-Entry Note Registration

  	
   

  	
  4

  
	
  Section 2.06.

  	
  Notices

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  	
   

  
	
  EFFECTIVE DATE

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Effective Date

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Ratification of Indenture

  	
   

  	
  6

  
	
  Section 4.02.

  	
  Counterparts

  	
   

  	
  6

  
	
  Section 4.03.

  	
  Governing Law; Jurisdiction

  	
   

  	
  6

  
	
  Section 4.04.

  	
  Notices to Rating Agencies

  	
   

  	
  6

  
	
  Section 4.05.

  	
  Amendments and Modifications

  	
   

  	
  6

  
	
  Section 4.06.

  	
  Waiver of Jury Trial

  	
   

  	
  7

  



 


i

















 


This GENERAL
SUPPLEMENT 2008-1, dated as of March 28, 2008 (as amended, modified or
supplemented from time to time, this “Supplement”),
issued pursuant to, and incorporating the terms of, the Indenture, dated as of August 9,
2005 and amended and restated as of December 13, 2007 (as previously
supplemented and as further amended, modified or supplemented from time to
time, the “Indenture”), is entered into between
WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as Indenture Trustee (the “Indenture
Trustee”).


 


WITNESSETH THAT:


 


WHEREAS, WEST has requested that the Indenture Trustee agree to an
amendment to the Indenture and, on behalf of the Indenture Trustee, WEST has
delivered a notice of such request and proposed amendment to the Holders of all
of the Notes issued under the Indenture, asking whether or not the Indenture
Trustee should consent to such amendments;


 


WHEREAS, a Requisite Majority of the Holders of the Notes have
consented to the amendments requested by WEST;


 


WHEREAS, WEST wishes to amend a provision of the Indenture dealing with
the conversion of Book-Entry Notes and Definitive Notes in a manner that does
not materially adversely affect the Holders of the Notes;


 


WHEREAS, WEST wishes to amend the Indenture in the foregoing respects
and in other respects by the execution and delivery of this Supplement;


 


NOW THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.               Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Indenture. The
conventions of construction and usage set forth in Section 1.02 of the
Indenture are hereby incorporated by reference in this Supplement.


 


ARTICLE II


 


AMENDMENTS


 


Section 2.01.               Definition of
Hedged Leases.  The definition of “Hedged
Lease” is hereby amended and restated in its entirety to read as follows:


 


“Hedged Lease” means, as of any Determination Date, a Lease
with more than one (1) year remaining in its term as of such Determination
Date.


 

















 


Section 2.02.               Definition of
Aggregate Adjusted Borrowing Value. 
The definition of “Aggregate Adjusted Borrowing Value” is hereby amended
and restated in its entirety to read as follows:


 


“Aggregate Adjusted Borrowing Value”
means, as of any date of determination, an amount equal to the sum of (i) the
Adjusted Borrowing Values of all Engines then owned by any WEST Group Member
(using the Adjusted Borrowing Values of such Engines as of the last day of the
month immediately preceding such date of determination; provided that
if any Engine has been acquired after the last day of such month but before or
on such date of determination, the Initial Borrowing Value of such Engine shall
be used in the determination), and (ii), during the Replacement Period in
respect of each Engine that was the subject of an Engine Disposition in respect
of which the Controlling Trustees have elected to reinvest all or a portion of
the Modified Net Sale Proceeds in a Replacement Exchange, the amount of the
Modified Net Sale Proceeds to be so reinvested, provided,
however, that, for purposes of
calculating Maximum Borrowing Base, Senior Borrowing Base, Junior Borrowing
Base and Appraisal Deficiency Amount, (x) the Adjusted Borrowing Values of
the Engines described in clause (i) shall be reduced by the aggregate
amount of the Reserve Engine Adjusted Borrowing Values as of the date of
determination, and (y) if all or a portion of the Adjusted Base Value of
the Engine that was the subject of an Engine Disposition described in clause (ii) consists
of a Reserve Engine Adjusted Borrowing Value, only the Modified Net Sale
Proceeds in excess of such Reserve Engine Adjusted Borrowing Value of such
Engine as of the date of such Engine Disposition shall be taken into account
for purposes of clause (ii).


 


Section 2.03.               Issuance of
Definitive Notes.  Section 2.01(e) is
hereby amended by adding the following new clause (vii) at the end
thereof:


 


“(vii)           Notwithstanding
clause (i) of this Section 2.01(e), the Supplement authorizing the
issuance of any Series of Additional Notes may provide that such
Additional Notes may be issued as Definitive Notes upon a purchaser’s
request.  In addition, WEST may elect to issue all or any portion of any Series of
Additional Notes as Definitive Notes in a transaction that qualifies as a “private
placement” under Section 4(2) of the Securities Act, whether pursuant
to Regulation D of the Securities Act or on the basis of the facts and
circumstances in respect of the issuance of such Definitive Note, provided that
in each case, such Definitive Notes shall bear the legends described in Section 2.02.”


 


Section 2.04.               Exchange and
Cancellation.  Article II is
hereby amended by adding the following new Section 2.07A immediately
following Section 2.07:


 


“Section 2.07A                                        Transfer and Cancellation.


 


A Holder may transfer a Definitive Note only
by written application to the applicable Note Registrar stating the name of the
proposed transferee and otherwise complying with the terms of this
Indenture.  No such transfer shall be
effective until, and such transferee shall succeed to the rights of a Holder
only upon, final acceptance and registration of the transfer of such Definitive
Note by the Note Registrar in the Register.


 


2

















 


Prior to the due presentment for registration of transfer of a
Definitive Note, WEST and the Indenture Trustee may deem to treat the
applicable registered Holder as the absolute owner and Holder of such
Definitive Note for the purpose of receiving payment of all amounts payable with
respect to such Definitive Note and for all other purposes and shall not be
affected by any notice to the contrary. The Note Registrar (if different from
the Indenture Trustee) shall promptly notify the Indenture Trustee and the
Indenture Trustee shall promptly notify WEST of each request for a registration
of transfer of a Definitive Note by furnishing WEST a copy of such request.


 


Furthermore, any Holder of a Book-Entry Note shall, by acceptance of
such Book-Entry Note, agree that, subject to Section 2.11(b) hereof,
transfers of beneficial interests in such Book-Entry Note may be effected only
through a book-entry system maintained by the Holder of such Book-Entry Note
(or its agent) and that ownership of a beneficial interest in such Note shall
be required to be reflected in a book-entry.


 


When Definitive Notes are presented to the Note Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Note Registrar shall
register the transfer or make the exchange as requested by the Holders if the
requirements for such transactions are met (including, in the case of a
transfer, that such Definitive Notes are duly endorsed or accompanied by a
written instrument of transfer in a form satisfactory to the Indenture Trustee
and Note Registrar duly executed by the Holder thereof or by an attorney who is
authorized in writing to act on behalf of the Holder).  To permit registrations of transfers and
exchanges, WEST shall execute and the Indenture Trustee shall authenticate
Definitive Notes at WEST’s request.  No
service charge shall be made for any registration of transfer or exchange or
redemption of the Notes.


 


WEST shall not be required to exchange or register the transfer of any
Definitive Notes as above provided during the 15-day period preceding the Final
Maturity Date of any such Definitive Notes or during a 15-day period preceding
the first mailing of any notice of Optional Redemption of Notes to be redeemed
or refinanced in a Refinancing.  WEST
shall not be required to exchange or register the transfer of any Notes that
have been selected, called or are being called for Optional Redemption except,
in the case of any Notes where notice has been given that such Definitive Notes
are to be redeemed in part, the portion thereof not so to be redeemed.


 


WEST at any time may deliver Definitive Notes to the Indenture Trustee
for cancellation. The Indenture Trustee and no one else shall cancel and
destroy in accordance with its customary practices in effect from time to time
(subject to the record retention requirements of the Exchange Act) any such
Definitive Notes, together with any other Notes surrendered to it for
registration of transfer, exchange or payment. WEST may not issue new Notes
(other than Additional Notes issued in connection with any Refinancing) to
replace Notes it has redeemed, paid or delivered to the Indenture Trustee for
cancellation.”


 


3

















 


Section 2.05.               Book-Entry Note
Registration.  (a) Section 2.11(b) is
hereby amended and restated in its entirety as follows:


 


“(b)  So long as DTC, or its nominee, is the registered owner or
holder of a Book-Entry Note, DTC or such nominee, as the case may be, will be
considered the sole owner or Noteholder represented by such Book-Entry Note for
all purposes under this Indenture, the Supplements and the Book-Entry
Notes.  No beneficial owner of an
interest in a Book-Entry Note will be able to transfer that interest except in
accordance with DTC’s applicable procedures (in addition to those under the
Supplements and, if applicable, those of Clearstream and Euroclear).  Unless (a) DTC notifies WEST that it is
unwilling or unable to continue as depository for a Book-Entry Note, (b) WEST
elects to terminate the book-entry system for the Book-Entry Notes, or (c) an
Event of Default has occurred and the Control Party of such Series certifies
that continuation of a book-entry system through DTC (or a successor) for such Series is
no longer in the best interests of such Noteholders of such Series, owners of
beneficial interests in a Book-Entry Note will not be entitled to have any
portion of such Book-Entry Note registered in their names, will not receive or
be entitled to receive physical delivery of Notes in definitive form and will
not be considered to be the owners or Noteholders under this Indenture, the
Supplements or the Book-Entry Notes. 
Upon the occurrence of any event described in the immediately preceding
sentence, the Indenture Trustee shall notify all Holders of each affected
Series, through DTC, of the occurrence of such event and of the availability of
Definitive Notes of such Series; provided, however, that in no event shall the Regulation S Temporary
Book-Entry Note be exchanged for Definitive Notes prior to the later of (x) the
Exchange Date and (y) the date of receipt by WEST of any certificates
determined by it to be required pursuant to Rule 903 under the Securities
Act.


 


Upon surrender to the Indenture Trustee of the Book-Entry
Notes of such Series held by DTC, accompanied by registration instructions
from DTC for registration of Definitive Notes in the names of Holders of such
Series, WEST shall issue and the Indenture Trustee shall authenticate and
deliver the Definitive Notes of such Series to the beneficial owners of
such Series or their nominees in accordance with the instructions of
DTC.   None of WEST, the Note Registrar,
the Paying Agent or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such registration instructions.


 


Upon the issuance of Definitive Notes of such Series,
the Indenture Trustee shall recognize the Persons in whose name the Definitive
Notes are registered in the Register as Holders hereunder.  Neither WEST nor the Indenture Trustee shall
be liable if the Indenture Trustee or WEST is unable to locate a qualified
successor to DTC.  Definitive Notes of
any Series will be freely transferable and exchangeable for Definitive
Notes of the same Series at the office of the Indenture Trustee or the
office of a Note Registrar upon compliance with the requirements set forth
herein.  In the case of a transfer of
only part of a holding of Definitive Notes, a new Definitive Note shall be
issued to the transferee in respect of the part transferred and a new
Definitive Note in respect of the balance of the holding not transferred shall
be issued to the transferor and may be obtained at the office of the applicable
Note Registrar.”


 


4

















 


Section 2.06.               Notices.  The Notice addresses for each of WEST and the
Administrative Agent in Section 13.04 are hereby amended and restated in
their entirety to read as follows:


 


	
  “if to WEST,
  to:

  	
   

  
	
   

  	
   

  
	
  Willis Engine Securitization Trust

  	
   

  
	
  c/o Wilmington Trust Company

  	
   

  
	
  1100 North Market Street

  	
   

  
	
  Rodney Square North

  	
   

  
	
  Wilmington, Delaware 19890

  	
   

  
	
  Attention: Corporate Trust Administrator

  	
   

  
	
  Facsimile: (302) 651-8882

  	
   

  
	
   

  	
   

  
	
  with copies
  to:

  	
   

  
	
   

  	
   

  
	
  Willis Engine Securitization Trust

  	
   

  
	
  c/o Willis Lease Finance Corporation

  	
   

  
	
  773 San Marin Drive, Suite 2215

  	
   

  
	
  Novato, California 94998

  	
   

  
	
  Attention: General Counsel

  	
   

  
	
  Facsimile: (415) 408-4702

  	
   

  
	
   

  	
   

  
	
  and

  	
   

  
	
   

  	
   

  
	
  Pillsbury Winthrop Shaw Pittman LLP

  	
   

  
	
  1540 Broadway

  	
   

  
	
  New York, NY 10036

  	
   

  
	
  Attention: William C. Bowers

  	
   

  
	
  Facsimile: (212) 858-1500

  	
   

  
	
   

  	
   

  
	
  if to the
  Administrative Agent, to:

  	
   

  
	
   

  	
   

  
	
  Willis Lease Finance Corporation

  	
   

  
	
  773 San Marin Drive, Suite 2215

  	
   

  
	
  Novato, California 94998

  	
   

  
	
  Attention: General Counsel

  	
   

  
	
  Facsimile: (415) 408-4702”

  	
   

  



 


ARTICLE III


 


EFFECTIVE
DATE


 


Section 3.01.               Effective Date.  This Supplement shall become effective upon
the date first set forth above.


 


5

















 


ARTICLE IV


 


MISCELLANEOUS
PROVISIONS


 


Section 4.01.               Ratification of
Indenture.  As supplemented and
amended by this Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Supplement shall be
read, taken and construed as one and the same instrument.


 


Section 4.02.               Counterparts.  This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.


 


Section 4.03.               Governing Law;
Jurisdiction.  THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. Each of the parties hereto agrees that the United States federal
and New York State courts located in The City of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this
Supplement and, for such purposes, submits to the jurisdiction of such courts.
Each of the parties hereto waives any objection which it might now or hereafter
have to such courts being nominated as the forum or venue to hear and determine
any suit, action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Supplement and agrees not to claim that any such
court is not a convenient or appropriate forum. Each of the parties hereto
consents to the granting of such legal or equitable relief as is deemed
appropriate by such courts.


 


Section 4.04.               Notices to
Rating Agencies.  Whenever any notice
or other communication is required to be given to the Rating Agencies pursuant
to the Indenture or this Supplement, such notice or communication shall be
delivered as follows: (i) if to Moody’s, at Moody’s Investors Service, Inc.,
25th Floor, 7 World Trade Center, 250 Greenwich
Street, New York, New York 10007, Attention: ABS/RMBS Monitoring Department and
(ii) if to Fitch, at One State Street Plaza, New York, New York 10004,
Attention: ABS Monitoring Group — Equipment Leases. Any rights to notices
conveyed to a Rating Agency pursuant to the terms of this Supplement shall
terminate immediately if such Rating Agency no longer has a rating outstanding
with respect to the Series 2008-A1 Notes.


 


Section 4.05.               Amendments and
Modifications.  The terms of this Supplement may be
waived, modified or amended only in a written instrument signed by each of WEST
and the Indenture Trustee and, except with respect to the matters set forth in
(and subject to the terms of) Section 9.01 and 10.02 of the Indenture,
only with the prior written consent of the Majority of Holders or, with respect
to the matters set forth in Sections 9.02(a) of the Indenture, the prior
written consent of the Holders of all Series 2008-A1 Notes then
Outstanding.


 


6

















 


Section 4.06.               Waiver of Jury
Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE
OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF
ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR
OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS
SUPPLEMENT OR ANY OTHER SERIES 2008-A1 TRANSACTION DOCUMENT, INCLUDING IN
RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


[Signature page follows.]


 


7

















 


IN WITNESS WHEREOF, WEST and the Indenture Trustee have caused this
Supplement to be duly executed and delivered by their respective officers all
as of the day and year first above written.


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas
  C. Nord

  
	
   

  	
   

  	
  Name: Thomas
  C. Nord

  
	
   

  	
   

  	
  Title:
  Controlling Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Irene
  Siegel

  
	
   

  	
   

  	
  Name: Irene
  Siegel

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Aranka
  R. Paul

  
	
   

  	
   

  	
  Name: Aranka
  R. Paul

  
	
   

  	
   

  	
  Title: Assistant
  Vice President