Exhibit 10.17


 


EXECUTION VERSION




 





 


 


WILLIS ENGINE SECURITIZATION TRUST,


as issuer of Series 2008-B1 Notes,


 


and


 


WILLIS LEASE FINANCE CORPORATION,

as Administrative Agent,


 


and


 


CALYON SECURITIES (USA) INC.,


as the Initial Series 2008-B1
Holder


 






 


SERIES 2008-B1
NOTE PURCHASE AND LOAN AGREEMENT


 


Dated as of March 25, 2008


 






 


SERIES 2008-B1 NOTES




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  2

  
	
  Section 1.02.

  	
  Rules of Construction

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASE
  AND SALE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Sale and Delivery of Series 2008-B1 Notes

  	
  4

  
	
  Section 2.02.

  	
  Funding of Series 2008-B1 Loan

  	
  4

  
	
  Section 2.03.

  	
  Closing

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT TO OBLIGATIONS OF INITIAL SERIES 2008-B1 HOLDER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Conditions Precedent to Obligations of Initial
  Series 2008-B1 Holder to Purchase Series 2008-B1 Notes

  	
  5

  
	
  Section 3.02.

  	
  Conditions Precedent to Obligation of WEST to Issue
  Series 2008-B1 Notes

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF WEST AND ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Representations and Warranties of WEST

  	
  10

  
	
  Section 4.02.

  	
  Representations and Warranties of Administrative
  Agent

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF INITIAL SERIES 2008-B1 HOLDER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Execution, Delivery, Binding Obligation

  	
  15

  
	
  Section 5.02.

  	
  Securities Act

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTAIN
  COVENANTS OF PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Securities Act

  	
  18

  
	
  Section 6.02.

  	
  Legal Conditions to Closing

  	
  18

  
				



 

















 


	
  Section 6.03.

  	
  Expenses and Fees

  	
  18

  
	
  Section 6.04.

  	
  Further Assurances

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Indemnification by WEST

  	
  18

  
	
  Section 7.02.

  	
  Indemnification by Administrative Agent

  	
  19

  
	
  Section 7.03.

  	
  Procedure

  	
  19

  
	
  Section 7.04.

  	
  Defense of Claims

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Amendments

  	
  20

  
	
  Section 8.02.

  	
  Notices

  	
  20

  
	
  Section 8.03.

  	
  No Waiver; Remedies

  	
  21

  
	
  Section 8.04.

  	
  Binding Effect; Assignability; Continuing Obligation

  	
  21

  
	
  Section 8.05.

  	
  GOVERNING LAW; JURISDICTION

  	
  21

  
	
  Section 8.06.

  	
  Execution in Counterparts

  	
  21

  
	
  Section 8.07.

  	
  Survival

  	
  21

  
	
  Section 8.08.

  	
  Appointment of Agent for Service of Process

  	
  22

  
	
  Section 8.09.

  	
  Table of Contents; Headings

  	
  22

  
	
  Section 8.10.

  	
  WAIVER OF JURY TRIAL

  	
  22

  
	
  Section 8.11.

  	
  USA PATRIOT Act

  	
  22

  
	
  Section 8.12.

  	
  Severability

  	
  22

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Address of Initial
  Series 2008-B1 Holder

  	
   

  
	
  SCHEDULE 2

  	
  Commitment of Initial
  Series 2008-B1 Holder

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Controlling Trustee Closing Date Certificate

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Administrative Agent Closing Date Certificate

  	
   

  



 


ii

















 


This SERIES 2008-B1 NOTE PURCHASE AND LOAN AGREEMENT
(this “Agreement”), dated as of March 25,
2008, is made among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory
trust (“WEST”), WILLIS LEASE FINANCE
CORPORATION, a Delaware corporation, as Administrative Agent (the “Administrative Agent”), and CALYON SECURITIES (USA) INC., as
the initial Series 2008-B1 Holder (the “Initial Series 2008-B1
Holder”).


 


PREAMBLE


 


WHEREAS, WEST and Deutsche Bank Trust Company
Americas, a New York banking corporation, as indenture trustee (“Indenture Trustee”), entered into the Indenture, dated as of
August 9, 2005 (the “Original Indenture”),
as thereafter supplemented by the Series 2005-A1 Supplement, the Series 2005-A2
Supplement, the Series 2005-B1 Supplement and the Series 2005-B2
Supplement and as amended and restated in its entirety by the Amended and
Restated Indenture, dated as of December 13, 2007, between WEST and the
Indenture Trustee (as supplemented by the Supplements, and as amended,
supplemented or otherwise modified from time to time, the “Indenture”),
as the Indenture was further supplemented by the Series 2007-A2 Supplement
and the Series 2007-B2 Supplement;


 


WHEREAS, the Series 2005-A1 Term Notes, Series 2005-A2
Warehouse Notes, Series 2005-B1 Term Notes and Series 2005-B2
Warehouse Notes were issued on August 9, 2005 pursuant to the Series 2005-A1
Supplement, the Series 2005-A2 Supplement, the Series 2005-B1
Supplement and the Series 2005-B2 Supplement, respectively, and the Series 2007-A2
Warehouse Notes and Series 2007-B2 Warehouse Notes were issued on December 13,
2007 pursuant to the Series 2007-A2 Supplement and the Series 2007-B2
Supplement, respectively;


 


WHEREAS, the Controlling Trustees of WEST have authorized the issuance
of a Series of Additional Notes, to be issued as Series B Term Notes
and designated as “Willis Engine Securitization Trust Series 2008-B1 Floating Rate
Secured Notes”, the proceeds of which are to be used to refinance the Series 2005-B2
Warehouse Notes; and


 


WHEREAS, WEST and the Indenture Trustee will enter
into the Series 2008-B1 Supplement to the Indenture, to be dated as of March 28,
2008 (as it may be amended or otherwise modified from time to time, the “Series 2008-B1 Supplement”), pursuant to which WEST is
to issue the Series 2008-B1 Notes in the initial Outstanding Principal
Balance of $20,282,212;


 


WHEREAS, the Initial Series 2008-B1 Holder is
willing to make the Series 2008-B1 Loan to WEST in the amount of its
Commitment on the Closing
Date, and the obligation of WEST to repay such Series 2008-B1 Loan
to such Series 2008-B1 Holder will be represented by a Series 2008-B1
Note held by such Series 2008-B1 Holder;


 


NOW THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree as
follows:


 


1

















 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.                             Definitions.  Capitalized terms used herein and not
otherwise defined herein shall have the meaning set forth in the Indenture.
Whenever used in this Agreement, the following words and phrases shall have the
following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.


 


“Closing Date”
means, subject to Section 2.03(a), March 28, 2008 or, if later, the
date on which the conditions set forth in Section 3.01 hereof shall have
been satisfied.


 


“Commitment” shall mean, for the Initial Series 2008-B1
Holder, the amount set forth opposite the name of such Series 2008-B1
Holder in Schedule 2 attached hereto.


 


“Material Adverse Effect”
has the meaning specified in Section 4.01(a) hereof.


 


“Notes” means
the Series A Notes and the Series B Notes.


 


“Series A Notes”
means, collectively, (a) the $200,000,000 in original principal amount of
WEST’s Series 2005-A1 Term Notes, (b) the $175,000,000 in maximum
principal amount of WEST’s Series 2007-A2 Warehouse Notes, (c) the Series 2008-A1
Notes, and (d) any other note that is designated as a Series A Note
under the Indenture.


 


“Series 2007-A2 Supplement” means the Series 2007-A2
Supplement to the Indenture, dated as of December 13, 2007, between WEST
and the Indenture Trustee.


 


“Series 2007-A2
Warehouse Notes” means the Series of Notes designated as
the “Willis Engine Securitization Trust Series 2007-A2 Floating Rate
Secured Notes” issued on December 13, 2007 pursuant to the Series 2007-A2
Supplement and having the terms and conditions specified therein, and including
any and all replacements, extensions, substitutions or renewals of such Notes.


 


“Series 2007-B2 Supplement” means the Series 2007-B2
Supplement to the Indenture, dated as of December 13, 2007, between WEST
and the Indenture Trustee.


 


“Series 2007-B2
Warehouse Notes” means the Series of Notes designated as
the “Willis Engine Securitization Trust Series 2007-B2 Floating Rate
Secured Notes” issued on December 13, 2007 pursuant to the Series 2007-B2
Supplement and having the terms and conditions specified therein, and including
any and all replacements, extensions, substitutions or renewals of such Notes.


 


“Series 2008-A1 Holders” means, initially, the Persons
named as initial Series 2008-A1 Holders on the signature pages to the
Series 2008-A1 Note Purchase Agreement 
and, at any time of determination for the Series 2008-A1 Notes
thereafter, any Person in whose name a Series 2008-A1 Note is registered
in the Register for the Series 2008-A1 Notes.


 


2

















 


“Series 2008-A1 Loan”
means the loan made by the Series 2008-A1 Holders to WEST pursuant to the Series 2008-A1
Supplement and the Series 2008-A1 Note Purchase Agreement.


 


“Series 2008-A1 Note Purchase Agreement” means the Series 2008-A1
Note Purchase and Loan Agreement, dated as of March 25, 2008, among WEST,
the Administrative Agent and the Series 2008-A1 Holders, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Series 2008-A1 Notes” means the Series of Notes
designated as the “Willis Engine Securitization Trust Series 2008-A1
Floating Rate Secured Notes” to be issued on the Closing Date pursuant to the Series 2008-A1
Supplement and having the terms and conditions specified therein, and including
any and all replacements, extensions, substitutions or renewals of such Notes.


 


“Series 2008-A1
Related Documents” means the Series 2008-A1 Transaction
Documents, as defined in the Series 2008-A1 Supplement, and the Related
Documents, as the same may be amended, supplemented, restated, replaced or
otherwise modified from time to time.


 


“Series 2008-A1 Supplement” means the Series 2008-A1
Supplement to the Indenture, to be dated as of March 28, 2008, between WEST
and the Indenture Trustee.


 


“Series B Notes”
means, collectively, (a) the $28,276,878 in original principal amount of
WEST’s Series 2005-B1 Term Notes, (b) the $25,000,000 in maximum
principal amount of WEST’s Series 2007-B2 Warehouse Notes, (c) the Series 2008-B1
Notes, and (d) any other note that is designated as a Series B Note
under the Indenture.


 


“Series 2008-B1 Holders” means, on the Closing Date, the Initial Series 2008-B1
Holder and, at any time of determination thereafter, any Person in whose name a
Series 2008-B1 Note is registered in the Register.


 


“Series 2008-B1 Loan” means the loan made to WEST by the
Initial Series 2008-B1 Holder pursuant to Article II hereof.


 


“Series 2008-B1 Notes” means the notes issued
pursuant hereto and the Series 2008-B1 Supplement.


 


“Series 2008-B1
Related Documents” means the Series 2008-B1 Transaction
Documents, as defined in the Series 2008-B1 Supplement, and the Related
Documents, as the same may be amended, supplemented, restated, replaced or otherwise
modified from time to time.


 


Section 1.02.                             Rules of
Construction.  The conventions of
construction and usage set forth in Section 1.02 of the Indenture are
hereby incorporated by reference in this Agreement.


 


3

















 


ARTICLE II


 


PURCHASE AND SALE


 


Section 2.01.                             Sale
and Delivery of Series 2008-B1 Notes. 
In reliance on the representations, warranties and agreements and
subject to the terms and conditions set forth herein and in the Indenture and
the Series 2008-B1 Supplement, WEST agrees to sell, and the Initial Series 2008-B1
Holder, agrees to purchase, on the Closing
Date,  a  Series 2008-B1
Note with the initial Outstanding Principal Balance for such Series 2008-B1
Holder set forth in Schedule 2 hereto. Such Series 2008-B1 Note
shall be duly executed by WEST, duly authenticated by the Indenture Trustee and
registered in the name of the Initial Series 2008-B1 Holder.


 


Section 2.02.                             Funding
of Series 2008-B1 Loan.  On the
terms and conditions hereinafter set forth, Calyon Securities (USA) Inc., as
the Initial Series 2008-B1 Holder, agrees that it will make the Series 2008-B1
Loan to WEST in an amount equal to such Series 2008-B1 Holder’s Commitment
on the Closing Date, subject to satisfaction of the applicable conditions
precedent set forth in Article III hereof and in Article IV of the Series 2008-B1
Supplement.


 


Section 2.03.                             Closing.  (a) The issuance of the Series 2008-B1
Notes and the making of the Series 2008-B1 Loan shall occur at the offices
of Pillsbury Winthrop Shaw Pittman LLP, New York, New York, at 10:00 a.m.,
New York time, at a closing (the “Closing”) on
the Closing Date.  At its option, WEST
shall have the right to postpone the Closing Date to a later date as set forth
in a written notice delivered to the Initial Series 2008-B1 Holder and the
Senior Liquidity Provider at least two (2) days prior to such Closing
Date. At the Closing, WEST will cause a Series 2008-B1 Note in an initial
Outstanding Principal Balance equal to the amount set forth beside the name of
the Initial Series 2008-B1 Holder in Schedule 2 to be issued and
registered in the name of such Series 2008-B1 Holder or its nominee (if so
stated) and delivered in definitive physical form to such Series 2008-B1
Holder or its agent at the address for delivery notified to WEST, subject to
such Series 2008-B1 Holder making the Series 2008-B1 Loan in U.S.
dollars in the amount of such Series 2008-B1 Holder’s Commitment set forth
in Schedule 2 by wire transfer, in immediately available funds, in U.S.
dollars, on the Closing Date to an account maintained by the Security Trustee
and designated by WEST in accordance with the Indenture and the Security Trust
Agreement.


 


(b) In the event of a postponement of the Closing
Date (but subject to Section 2.03(a)), WEST shall compensate the Initial Series 2008-B1
Holder upon written request for all losses, damages, liabilities and reasonable
expenses that such Series 2008-B1 Holder sustains as a result of the
failure of WEST to borrow all or any part of the Series 2008-B1 Loan on
the Closing Date, including, without limitation, breakage costs and any losses
and expenses incurred in connection with the re-employment or reinstatement of
such funds.


 


4

















 


ARTICLE III


 


CONDITIONS PRECEDENT TO OBLIGATIONS OF INITIAL SERIES 2008-B1 HOLDER


 


Section 3.01.                             Conditions
Precedent to Obligations of Initial Series 2008-B1 Holder to Purchase Series 2008-B1
Notes.  The obligations of the
Initial Series 2008-B1 Holder to purchase the Series 2008-B1 Notes
and to make the Series 2008-B1 Loan on the Closing Date is subject to
satisfaction of the following conditions precedent:


 


(a)                 WEST and the
Indenture Trustee shall have executed and delivered the Series 2008-B1
Supplement and the Series 2008-A1 Supplement.


 


(b)                WEST and the
Administrative Agent shall have executed and delivered this Agreement.


 


(c)                 WEST, the
Administrative Agent and the initial Series 2008-A1 Holders shall
have executed and delivered the Series 2008-A1 Note Purchase Agreement.


 


(d)                Each of the
following shall be true, and the Initial Series 2008-B1 Holder shall have
received from WEST a certificate substantially in the form of Exhibit A
hereto, dated the Closing Date
and executed by any Controlling Trustee, stating that:


 


(i)                                   the
representations and warranties of WEST in this Agreement and the Series 2008-B1
Supplement are accurate in all material respects as of the Closing Date, with the same effect as
if made on the Closing Date;


 


(ii)                                WEST
has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or before the Closing Date;


 


(iii)                             as of the Closing Date, no Event
of Default, Early Amortization Event or Servicer Termination Event has occurred and is continuing, and
no fact, condition or event exists or has occurred which would, upon the giving
of notice or the passage of time or both, constitute an Event of Default, an
Early Amortization Event or a Servicer Termination Event;


 


(iv)                            on the
Closing Date, the Series 2008-A1 Loan is also being made by the Series 2008-A1
Holders under the Series 2008-A1 Note Purchase Agreement in an amount
equal to the “Commitments” of the Series 2008-A1 Holders under the Series 2008-A1
Note Purchase Agreement (as defined therein);


 


(v)                               before and after giving effect to the Series 2008-B1
Loan to be made on the Closing Date, no Junior Borrowing Base Deficiency or
Maximum Borrowing Base Deficiency exists or would exist as of the Closing Date;
and


 


(vi)                            no
proceeding is pending which would prohibit the sale and purchase of the Series 2008-B1
Note or the making of the Series 2008-B1 Loan on the Closing Date.


 


5

















 


(e)                 Each of the
following shall be true, and the Initial Series 2008-B1 Holder shall have
received from the Administrative Agent a certificate substantially in the form
of Exhibit B hereto, dated the Closing Date and executed by an
authorized officer of the Administrative Agent, to the effect that:


 


(i)                                   the
representations and warranties of the Administrative Agent in this
Agreement and in the Related Documents to which the Administrative Agent is a
party are accurate in all material respects as of the Closing Date, with the
same effect as if made on the Closing Date; and


 


(ii)                                the Administrative
Agent has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or before the Closing
Date.


 


(f)                   The Initial Series 2008-B1
Holder shall have received the following:


 


(i)                                   with
respect to
the Administrative Agent, a good standing certificate from the Secretary
of State of the State of Delaware, dated not earlier than ten (10) days
before the Closing Date;


 


(ii)                                with
respect to WEST, a good standing certificate from the Secretary of State of the
State of Delaware, dated not earlier than ten (10) days before the Closing
Date; and


 


(iii)                             with
respect to WEST Funding, a good standing certificate from the Secretary of
State of the State of Delaware, dated not earlier than ten (10) days
before the Closing Date.


 


(g)                The Initial Series 2008-B1
Holder shall have received from the Secretary or other authorized officer of the
Administrative Agent, in the officer’s individual capacity, a
certificate, dated the Closing Date, to the effect that:


 


(i)                                   each
individual who, as an officer or representative of the Administrative Agent, signed
this Agreement, any Related Document or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated in this Agreement or in the Related Documents was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified, and acting as such officer or
representative, and the signature of the individual appearing on the documents
and certificates is the officer’s or representative’s genuine signature;


 


(ii)                                no
event (including any act or omission on the part of the Administrative Agent) has
occurred since the date of the good standing certificate referred to in
paragraph (f)(i) above that has affected the good standing of the
Administrative Agent under the laws of the State of Delaware; and


 


(iii)                             attached
to such certificate are accurate copies of the organizational documents of the
Administrative Agent, as in effect on the Closing Date, and of the


 


6

















 


resolutions of the
Administrative Agent and any required consent relating to the
transactions contemplated in this Agreement and the Related Documents.


 


(h)                The Initial Series 2008-B1
Holder shall have received a certificate, signed by any Controlling Trustee of
WEST and dated the Closing Date, to the effect that:


 


(i)                                   each
individual who, as such Controlling Trustee or other representative of WEST,
signed this Agreement, any Related Document, or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated in this Agreement or in the Related Documents, was at
the respective times of such signing and delivery, and is as of the Closing
Date, duly elected or appointed, qualified, and acting as such Controlling
Trustee or representative, and the signature of the individual appearing on the
documents and certificates is such Controlling Trustee’s or representative’s
genuine signature;


 


(ii)                                no
event (including any act or omission on the part of WEST) has occurred since
the date of the good standing certificate referred to in paragraph (f)(ii) above
that has affected the good standing of WEST under the laws of the State of Delaware;
and


 


(iii)                             attached
to such certificate are accurate copies of the trust agreement of WEST, as in
effect on the Closing Date, and of the resolutions of WEST, and of any required
consent relating to the transactions contemplated in this Agreement and the
Related Documents.


 


(i)                    The Initial Series 2008-B1
Holder shall have received from the Secretary or other authorized officer of
WEST Funding, in the officer’s individual capacity, a certificate, dated the
Closing Date, to the effect that:


 


(i)                                   each
individual who, as an officer or representative of WEST Funding, signed any
Related Document to which it is a party, or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated in the Related Documents, was at the respective times of such
signing and delivery, and is as of the Closing Date, duly elected or appointed,
qualified, and acting as such officer or representative, and the signature of
the individual appearing on the documents and certificates is the officer’s or
representative’s genuine signature;


 


(ii)                                no
event (including any act or omission on the part of WEST Funding) has occurred
since the date of the good standing certificate referred to in paragraph (f)(iii) above
that has affected the good standing of WEST Funding under the laws of  the State of Delaware; and


 


(iii)                             attached
to such certificate are accurate copies of the organizational documents of WEST
Funding, as in effect on the Closing Date, and of the resolutions of WEST Funding,
and of any required consent relating to the transactions contemplated in this
Agreement and the Related Documents.


 


7
















 


(j)                    The Initial Series 2008-B1
Holder shall have received from Thomas C. Nord, in his capacity as General
Counsel of
the Administrative Agent, and Pillsbury Winthrop Shaw Pittman LLP, in
its capacity as special New York counsel for the Administrative Agent, WEST
and WEST Funding, an opinion or opinions, dated the Closing Date and addressed
to the Indenture Trustee, the Security Trustee and the Initial Series 2008-B1
Holder, addressing corporate/entity matters, enforceability, security interest,
tax and securities law matters, that is or are in form and substance reasonably
acceptable to the Initial Series 2008-B1 Holder.


 


(k)                 The Initial Series 2008-B1
Holder shall have received from Pillsbury Winthrop Shaw Pittman LLP, in its
capacity as special bankruptcy counsel for the Administrative Agent, WEST and
WEST Funding, an opinion, dated the Closing
Date and addressed to the Indenture Trustee, the Security Trustee and
the Initial Series 2008-B1 Holder, addressing substantive consolidation
with respect to WEST and its subsidiaries and Willis and the sale of the 2008
Engines (as defined in the Series 2008-A1 Note Purchase Agreement) from
Willis to WEST, in each case under the U.S. federal bankruptcy law, that is in
form and substance acceptable to the Initial Series 2008-B1 Holder.


 


(l)                    The Initial Series 2008-B1
Holder shall have received from Seward & Kissel, LLP, in its capacity
as special New York counsel for the Indenture Trustee, an opinion or opinions,
dated the Closing Date and
addressed to the Initial Series 2008-B1 Holder, addressing
corporate/entity and enforceability matters, that is or are in form and
substance reasonably acceptable to the Initial Series 2008-B1 Holder.


 


(m)              The Initial Series 2008-B1
Holder shall have received from Morris, James, Hitchens & Williams
LLP, in its capacity as special Delaware counsel for WEST and WEST Funding, an
opinion or opinions, dated the Closing Date
and addressed to the Indenture Trustee, the Security Trustee and the Initial Series 2008-B1
Holder, addressing Delaware entity and security interest perfection matters,
that is or are in form and substance reasonably acceptable to the Initial Series 2008-B1
Holder.


 


(n)                The Series 2008-B1
Notes shall have been rated by Moody’s and Fitch not less than “Baa3” and “BBB”,
respectively, and such ratings shall not have been rescinded.


 


(o)                The Series 2008-B1
Related Documents shall have been duly executed and delivered by the parties
thereto.


 


(p)                The Series 2008-B1
Notes shall have been executed by WEST and authenticated by the Indenture
Trustee, and the conditions precedent to the issuance of the Series 2008-B1
Notes as set forth in the Indenture shall have been satisfied.


 


(q)                All proceedings in
connection with the transactions contemplated by this Agreement and the other Series 2008-B1
Related Documents shall be satisfactory in form and substance to the Initial Series 2008-B1
Holder.


 


(r)                   WEST shall have
paid all costs and expenses incurred in connection with the issuance of the Series 2008-B1
Notes.


 


8

















 


(s)                 The Indenture Trustee shall have
received originals (or copies certified to be true copies by a Responsible
Officer of the Administrative Agent) of all approvals or consents of
Governmental Authorities or other third parties, if any, necessary for WEST to
execute, deliver and perform its obligations under the Related Documents and
the transactions contemplated thereby.


 


(t)                   No Applicable Law or regulations
thereunder or interpretations thereof by appropriate regulatory authorities or
any court make it illegal for any party to execute, deliver and perform the Series 2008-B1
Related Documents to which it is a party and no action or proceeding shall have
been instituted nor shall any action or proceeding be threatened before any
court or Governmental Authority, nor shall any order, judgment or decree have
been issued by any court or Governmental Authority prior to the Closing Date to set aside, restrain, enjoin or prevent the completion and
consummation of this Agreement or any other Series 2008-B1 Related
Document or the transactions contemplated hereby or thereby.


 


Section 3.02.                             Conditions
Precedent to Obligation of WEST to Issue Series 2008-B1 Notes (a)              .  The obligations of WEST to issue the Series 2008-B1
Notes to the Initial Series 2008-B1 Holder is subject to satisfaction of
the following conditions precedent:


 


(a)                 The
representations and warranties of such Series 2008-B1 Holder in this
Agreement are accurate in all material respects as of the Closing Date.


 


(b)                Such Series 2008-B1 Holder has
complied with all the agreements and satisfied all the conditions on its part
to be performed or satisfied at or before the Closing Date.


 


(c)                 Such
Series 2008-B1 Holder shall have made the Series 2008-B1 Loan in the
amount of its Commitment set forth beside its name in Schedule 2.


 


(d)                The
Series 2008-A1 Holders shall have made Series 2008-A1 Loans in the
amount of the total Commitment of all the Series 2008-A1 Holders.


 


(e)                 WEST shall have
received from Seward & Kissel, LLP, in its capacity as special New
York counsel for the Indenture Trustee, an opinion or opinions, dated the Closing Date and addressed to WEST,
addressing corporate/entity and enforceability matters, that is or are in form
and substance reasonably acceptable to WEST.


 


(f)                   The Series 2008-B1
Notes shall have been rated by Moody’s and Fitch not less than “BaB1” and “A”,
respectively, and such ratings shall not have been rescinded.


 


(g)                The Series 2008-B1
Related Documents and the Series 2008-A1 Related Documents shall have been
duly executed and delivered by the parties thereto other than WEST and the WEST
Subsidiaries.


 


9

















 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF WEST AND ADMINISTRATIVE AGENT


 


Section 4.01.                             Representations
and Warranties of WEST.  WEST
represents and warrants to, as of the Closing Date, and agrees with, the
Initial Series 2008-B1 Holder that:


 


(a)                 WEST has been
duly formed and is validly existing as a Delaware statutory trust in good
standing under the laws of the State of Delaware with organizational power and
authority to own, lease and operate its properties and to conduct its business
as described in the Indenture, has been duly qualified as a foreign trust to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to be so
qualified would not have a material adverse effect on (i) its condition (financial
or otherwise), results of operations, assets, affairs of WEST and the WEST
Subsidiaries taken as a whole, or (ii) the ability of WEST to perform its
obligations under any Related Document to which it is a party, or (iii) the
enforceability of any Related Document including the ability of the Indenture
Trustee to enforce its rights under any Related Document (a material adverse
effect on any of (i), (ii) and (iii) above, a “Material
Adverse Effect”).


 


(b)                WEST Funding has
been duly formed and is validly existing as a Delaware limited liability
company in good standing under the laws of the State of Delaware with corporate
power and authority to own, lease and operate its properties and to conduct its
business as currently conducted, has been duly qualified as a foreign limited
liability company to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the failure
to be so qualified would not have a Material Adverse Effect.


 


(c)                 WEST has all
requisite organizational power and authority to execute, deliver and perform
its obligations under this Agreement and the other Related Documents and to
consummate the transactions contemplated hereby and thereby, including, without
limitation, the organizational power and authority to issue, sell and deliver
the Series 2008-B1 Notes as provided herein and therein and to borrow Series 2008-B1
Loan as provided herein.


 


(d)                This Agreement and
each of the other Related Documents to which WEST is a party have been, or as
of the Closing Date will be, duly authorized, executed and delivered by WEST
and constitute or will constitute valid and legally binding agreements
enforceable against WEST in accordance with their terms, except as
enforceability may be limited by (A) bankruptcy, insolvency, fraudulent
conveyance, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B) general
principles of equity, whether enforcement is sought in a proceeding in equity
or at law, and (C) public policy considerations underlying the securities
laws, to the extent that such public policy considerations limit the
enforceability of the provisions of such Related Documents that purport to
provide indemnification from securities law liabilities.


 


(e)                 The Series 2008-B1
Notes have been duly and validly authorized by WEST for issuance and sale to
the Initial Series 2008-B1 Holder pursuant to this Agreement and, when


 


10

















 


issued and authenticated in accordance with the terms
of the Indenture and the Series 2008-B1 Supplement and delivered against
payment therefor in accordance with the terms hereof, will constitute valid and
legally binding obligations of WEST, enforceable against WEST in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies, and to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (whether considered
in a proceeding at law or in equity), and will be entitled to the benefits of
the Indenture.


 


(f)                   Neither WEST
nor any WEST Subsidiary is (A) in violation of its organizational
documents, (B) in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to which
WEST or any WEST Subsidiary is a party, or to which any of the property or
assets of WEST or of any WEST Subsidiary may be subject, or by which it may be
bound, or (C) in violation of any applicable local, state or federal law,
statute, ordinance, rule, regulation, requirement, judgment or court decree
having jurisdiction over any of them or any of their assets or properties
(whether owned or leased) other than, in the case of clauses (B) and (C), any
default or violation that could not reasonably be expected to (x) individually
or in the aggregate, result in a Material Adverse Effect, or (y) in any
manner draw into question the validity of this Agreement or any other Related
Document.


 


(g)                None of (A) the
execution, delivery or performance by WEST or any WEST Subsidiary of this
Agreement and the other Related Documents, (B) the issuance and sale of
the Series 2008-B1 Notes, and (C) consummation of the transactions
contemplated hereby and thereby violates, conflicts with or constitutes a
breach of any of the terms or provisions of, or a default under (or an event
that with notice or the lapse of time, or both, would constitute a default), or
requires consent that has not been obtained under, or will result in the
imposition of a lien or encumbrance other than a Permitted Encumbrance, on any
properties of WEST or any WEST Subsidiary, or an acceleration of any
indebtedness of WEST or any WEST Subsidiary pursuant to (i) the
organizational documents of WEST or any WEST Subsidiary, (ii) material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to which
WEST or any WEST Subsidiary is a party, or to which any of the property or
assets of WEST or of any WEST Subsidiary may be subject, or by which it may be
bound, (iii) any statute, rule or regulation applicable to WEST or
any WEST Subsidiary or any of their assets or properties or (iv) any
judgment, order or decree of any court or Governmental Authority having
jurisdiction over WEST or any WEST Subsidiary or any of their assets or
properties, except in the case of clauses (ii), (iii) and (iv) for
such violations, conflicts, breaches, defaults, consent, impositions  of liens or accelerations that would not
singly, or in the aggregate, have a Material Adverse Effect.


 


(h)                There is no
action, suit or proceeding before or by any court or Governmental Authority,
domestic or foreign, now pending, or, to the knowledge of WEST, threatened,
against or affecting WEST or any of the WEST Subsidiaries or any of their
respective properties, at law or in equity, that, if adversely determined,
would have a Material Adverse Effect or that might materially and adversely
affect the consummation of the transactions contemplated by the Related
Documents to which WEST or any WEST Subsidiary is a party.


 


11

















 


(i)                    No
authorization, approval, consent or order of or filing, registration,
qualification, license or permit of or with any court or Governmental Authority
or agency or any other Person is necessary in connection with (A) assuming
the accuracy of the representations, warranties, agreements and covenants of
the Initial Series 2008-B1 Holder contained in Article V hereof, the
offering, issuance or sale of the Series 2008-B1 Notes hereunder and (B) the
execution, delivery and performance by the Administrative Agent, WEST and the
WEST Subsidiaries of this Agreement and the other Related Documents, except
such as have been, or as of the Closing Date will have been, obtained, or such
as may otherwise be required under applicable state securities laws in
connection with the offer for sale and the purchase by the Initial Series 2008-B1
Holder of the Series 2008-B1 Notes, any recordation of the pledge of the
Collateral to the Security Trustee pursuant to the Security Trust Agreement
that has not yet been completed, or other than as provided in the Series 2008-B1
Related Documents.


 


(j)                    Since December 31,
2006, (A) there has been no material adverse change, or any development
that is reasonably likely to result in a Material Adverse Effect, whether or
not arising in the ordinary course of business, and (B) there have been no
transactions entered into by WEST or any WEST Subsidiary, other than those in
the ordinary course of business, that are material with respect to WEST and the
WEST Subsidiaries taken as a whole.


 


(k)                 WEST and each of
the WEST Subsidiaries have on the Closing Date good and marketable title to all
properties and assets, free and clear of all liens, charges, encumbrances or
restrictions, except for Permitted Encumbrances, that are material to the
business of WEST and the WEST Subsidiaries.


 


(l)                    WEST and each
WEST Subsidiary possesses on the Closing Date all material licenses,
certificates, authorities or permits, if any are required pursuant to
prevailing Applicable Law, issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct its business, and WEST has
not received any notice of proceedings relating to the revocation or
modification of any such license, certificate, authority or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling
or finding, (A) would result in a Material Adverse Effect, or (B) would
materially and adversely affect the ability of WEST to perform its obligations
hereunder or under the Related Documents.


 


(m)              No part of the
proceeds of the Series 2008-B1 Loan or the Series 2008-A1 Loan will
be used for “buying” or “carrying” any “margin stock” within the respective
meanings of each of the quoted terms under Regulation T, U and X as now and
from time to time hereafter in effect or for any purpose that violates the
provisions of such Regulations.


 


(n)                WEST is not, and
after giving effect to the sale of the Series 2008-B1 Notes to the Initial
Series 2008-B1 Holder pursuant to this Agreement and the application of
the Series 2008-B1 Loan, will not be an “investment company” under the
Investment Companies Act of 1940, as amended (the “1940 Act”),
nor is WEST an entity “controlled” by an “investment company” as such term is
defined in the 1940 Act.


 


(o)                Other than the
insurance with respect to the Engines under Leases, which insurance is
maintained by the respective Lessees, WEST and the WEST Subsidiaries maintain
insurance with respect to the assets, properties and business of WEST and the
WEST


 


12

















 


Subsidiaries of the types and in amounts generally
deemed adequate for their businesses and consistent with insurance coverage
maintained by similar companies and businesses and as required by the Indenture
and other Related Documents, all of which insurance is in full force and
effect.


 


(p)                Any taxes, fees
and other governmental charges in connection with the execution, delivery and
issuance of the Related Documents to which WEST is a party and of the Series 2008-B1
Notes have been paid or will be paid at or prior to the Closing Date.


 


(q)                Assuming the
accuracy of the representations, warranties, agreements and covenants of the
Initial Series 2008-B1 Holder contained in Article V hereof, the
offer, sale and delivery of the Series 2008-B1 Notes in the manner
contemplated by this Agreement do not require registration under the Securities
Act and, in connection therewith, the Indenture is not required to be qualified
under the Trust Indenture Act of 1939, as amended.


 


(r)                   No securities
of the same class (within the meaning of paragraph (d)(3) of Rule 144A
under the Securities Act) as the Series 2008-B1 Notes are listed on any
national securities exchange registered under Section 6 of the Exchange
Act or quoted on any United States automated inter-dealer quotation system.


 


(s)                 Neither WEST nor
any of its affiliates (as defined for purposes of Rule 501(b) of
Regulation D) has, directly or through any agent (provided
that no representation is made as to the Series 2008-B1 Holders or any
person acting on their behalf), (i) sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of any security (as defined
for purposes of the Securities Act) that is or will be integrated with the
offering and sale of the Series 2008-B1 Notes in a manner that would
require the registration thereof under the Securities Act or (ii) solicited
any offer to buy or offer to sell the Series 2008-B1 Notes in any manner
involving a public offering (within the meaning of Section 4(2) of
the Securities Act), including by means of, or in connection with the offering
of the Notes otherwise engaging in, any form of general solicitation or general
advertising (within the meaning of Regulation D).


 


(t)                   WEST and any “employee
benefit plan” (as defined under the Employee Retirement Income Security Act of
1974, as amended, and the regulations and published interpretations thereunder
(collectively, “ERISA”)) established or
maintained by WEST, or its “ERISA Affiliates” (as
defined below) are in compliance in all material respects with ERISA.  “ERISA Affiliate”
means, with respect to WEST or a WEST Subsidiary, any member of any group of
organizations described in Sections 414(b), (c), (m) or (o) of the
Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the “Code”) of
which WEST is a member.  No “reportable
event” (as defined under ERISA) has occurred or is reasonably expected to occur
with respect to any “employee benefit plan” established or maintained by WEST,
or any of its ERISA Affiliates.  No “employee
benefit plan” established or maintained by WEST, or any of its ERISA
Affiliates, if such “employee benefit plan” were terminated, would have any “amount
of unfunded benefit liabilities” (as defined under ERISA).  Neither WEST nor any of its ERISA Affiliates
has incurred or reasonably expects to incur any liability under (i) Title
IV of ERISA with respect to termination of, or withdrawal from, any “employee
benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code.  Each “employee benefit plan” established or
maintained by WEST, or any of its ERISA Affiliates that is intended


 


13

















 


to be qualified under Section 401(a) of the
Code is so qualified and nothing has occurred, whether by action or failure to
act, which would cause the loss of such qualification.


 


(u)                The
representations and warranties of WEST set forth in Section 5.01 of the
Indenture and in Section 4.01 of the Security Trust Agreement and of each
WEST Subsidiary in Section 4.02 of the Security Trust Agreement are true
and correct as of the Closing Date (unless such representation or warranty
specifically relates to an earlier date, in which case it was true and correct
as of such earlier date), and neither WEST nor any WEST Subsidiary has taken
any action that would violate their respective obligations under the Indenture,
the Security Trust Agreement or any Engine Mortgage.


 


Section 4.02.                             Representations
and Warranties of Administrative Agent. 
The
Administrative Agent hereby represents and warrants, as of the Closing
Date, to the Initial Series 2008-B1 Holder that:


 


(a)                 The
Administrative Agent has been duly formed and is validly existing as a
Delaware corporation in good standing under the laws of the State of Delaware
with corporate power and authority to own, lease and operate its properties and
to conduct its business as presently conducted, has been duly qualified as a
foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to be so qualified would not have a Material Adverse Effect.


 


(b)                The
Administrative Agent has all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the other
Related Documents to which it is a party and to consummate the transactions
contemplated hereby and thereby.


 


(c)                 This Agreement
and each of the other Related Documents to which the Administrative Agent is a party
have been duly authorized, executed and delivered by the Administrative Agent and
constitute valid and legally binding agreements enforceable against the
Administrative Agent in accordance with their terms, except as
enforceability may be limited by (A) bankruptcy, insolvency, fraudulent
conveyance, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B) general
principles of equity, whether enforcement is sought in a proceeding in equity
or at law, and (C) public policy considerations underlying the securities
laws, to the extent that such public policy considerations limit the
enforceability of the provisions of such Related Documents that purport to
provide indemnification from securities law liabilities.


 


(d)                The
Administrative Agent is not (A) in violation of its certificate of
incorporation or by-laws (or similar organizational documents), (B) in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Administrative Agent is a
party, or to which any of the property or assets of the Administrative Agent may be
subject, or by which it may be bound, or (C) in violation of any
Applicable Law, statute, ordinance, rule, regulation, requirement, judgment or
court decree having jurisdiction over it or any of its assets or properties
(whether owned or leased) other than, in the case of


 


14

















 


clauses (B) and (C), any default or violation
that could not reasonably be expected to (x) individually or in the
aggregate, result in a Material Adverse Effect, (y) interfere with or
adversely affect the issuance or marketability of the Series 2008-B1 Notes
issued hereunder, or (z) in any manner draw into question the validity of
this Agreement or any other Series 2008-B1 Related Document.


 


(e)                 No authorization,
approval, consent or order of or filing, registration, qualification, license
or permit of or with any court or Governmental Authority or agency or any other
Person is necessary in connection with (A) the offering, issuance or sale
of the Series 2008-B1 Notes hereunder and (B) the execution, delivery
and performance by the Administrative Agent, WEST and the WEST Subsidiaries of
this Agreement and the other Related Documents, except such as have been, or as
of the Closing Date will have been, obtained or such as may otherwise be
required under applicable state securities laws in connection with the offer
for sale and purchase by the Initial Series 2008-B1 Holder of the Series 2008-B1
Notes, and any recordation of the pledge of the Collateral to the Security
Trustee pursuant to the Security Trust Agreement that has not yet been
completed, other than as provided in the Related Documents.


 


(f)                   Other than the
insurance with respect to the Engines under Leases, which insurance is
maintained by the respective Lessees, the Administrative Agent maintains insurance
with respect to the assets, properties and business of the Administrative Agent of the
types and in amounts generally deemed adequate for their businesses and
consistent with insurance coverage maintained by similar companies and
businesses and as required by the Indenture and other Related Documents, all of
which insurance is in full force and effect.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF INITIAL SERIES 2008-B1 HOLDER


 


The Initial Series 2008-B1 Holder hereby makes
the following representations and warranties to WEST and the
Administrative Agent as of the Closing Date:


 


Section 5.01.                             Execution,
Delivery, Binding Obligation. (a)  
This Agreement has been
duly and validly executed and delivered by such Series 2008-B1 Holder and
constitutes a legal, valid and binding obligation of such Series 2008-B1
Holder, enforceable against such Series 2008-B1 Holder in accordance with
its terms, subject as to enforcement to bankruptcy, reorganization, insolvency,
moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general principles of equity.


 


(b)                The execution and
delivery of this Agreement, the consummation of the transactions contemplated
hereby and the performance of such Series 2008-B1 Holder’s obligations
hereunder will not conflict with, or result in any violation of or default
under, any provision of any governing instrument applicable to such Series 2008-B1
Holder, or any agreement or other instrument to which such Series 2008-B1
Holder is a party or by which such Series 2008-B1 Holder or any of its
assets is bound, or any permit, franchise, judgment, decree, statute, rule or
regulation applicable to such Series 2008-B1 Holder or its business or
assets.


 


15

















 


(c)                 There is no
judgment, decree, statute, rule or regulation, or any event, condition or
contractual restriction, that would restrict such Series 2008-B1 Holder’s
ability to fund its investment in the Series 2008-B1 Notes in accordance
with the provisions hereof.


 


(d)                Such Series 2008-B1
Holder first learned of WEST and made the decision to purchase the Series 2008-B1
Notes in the jurisdiction listed in the address of such Series 2008-B1
Holder listed in Schedule 1 hereto.


 


(e)                 Such Series 2008-B1
Holder acknowledges, represents and agrees that such Series 2008-B1 Holder’s
purchase of its Series 2008-B1 Notes (i) is permitted by the laws and
regulations of the jurisdiction in which such Series 2008-B1 Holder is
incorporated, without recourse to provisions (such as Section 1405(a)(8) of
the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment
and (ii) does not violate any applicable law or regulation.


 


Section 5.02.                             Securities Act.  (a) As
of the Closing Date, such Series 2008-B1 Holder is a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”), and such Series 2008-B1
Holder acknowledges that WEST is offering the Series 2008-B1 Notes in
reliance on an exemption from the registration requirements of the Securities
Act and such Series 2008-B1 Holder is acquiring the Series 2008-B1
Notes (i) for its own account or (ii) for one or more accounts, each
of which is a QIB and as to each of which it exercises sole investment
discretion. Such Series 2008-B1 Holder agrees that it will provide WEST from time to time
such information as WEST may reasonably request in order to ascertain the accuracy of such Series 2008-B1
Holder’s representations in Section 5.01 and this clause (a) of Section 5.02.


 


(b)                Such Series 2008-B1 Holder
acknowledges that the Series 2008-B1 Notes have not been registered under
the Securities Act or any other securities law and that it has no right to
require WEST to register the Series 2008-B1 Notes under the Securities Act
or any other securities law. Such Series 2008-B1 Holder agrees that the Series 2008-B1
Notes may not be reoffered, resold, pledged or otherwise transferred except in
compliance with the Securities Act and to a person that such Series 2008-B1
Holder reasonably believes is a Qualified Institutional Buyer or Institutional
Accredited Investor purchasing for its own account or to a “non-U.S. Person”
pursuant to Regulation S of the Securities Act (as such term is defined
therein).  Neither such Series 2008-B1
Holder nor any of its Affiliates nor any persons acting on their behalf have
engaged or will engage in any general solicitation or general advertising with
respect to the Series 2008-B1 Note.


 


(c)                 Such Series 2008-B1 Holder understands
that an investment in the Series 2008-B1 Notes involves certain risks,
including the risk of loss of all or a substantial part of its investment under
certain circumstances. Such Series 2008-B1 Holder has had the opportunity
to review financial and other information concerning WEST, the Series 2008-B1
Notes and the collateral pledged under the Security Trust Agreement (the “Collateral”), in each case to the extent it determined
necessary or appropriate in order to make an informed investment decision with
respect to its purchase of the Series 2008-B1 Notes, including an
opportunity to ask questions and request information concerning WEST and the Series 2008-B1
Notes, and all questions have been answered to the full satisfaction of such Series 2008-B1
Holder.


 


16

















 


(d)                Such Series 2008-B1
Holder is aware of the following:  (i) there
are significant restrictions on and conditions to the transferability of the Series 2008-B1
Notes (and the Series 2008-B1 Notes will bear legends referring to such
restrictions), and there is no market for the Series 2008-B1 Notes and no
market is expected to develop for the Series 2008-B1 Notes, and,
accordingly, it may not be possible for such Series 2008-B1 Holder to
liquidate its investment in the Series 2008-B1 Notes; and (ii) no
Governmental Authority has made any findings as to the fairness of this
Agreement or the terms and conditions of the Series 2008-B1 Notes.


 


(e)                 Such Series 2008-B1
Holder further represents and warrants to WEST and the Administrative Agent as
of the Closing Date that (i) it
has knowledge and experience in financial and business matters, is capable of
evaluating the merits and risks of an investment in the Series 2008-B1
Notes and has carefully considered the suitability of an investment in such
Notes and has determined that the Series 2008-B1 Notes are a suitable
investment; (ii) it has made,
either alone or together with its advisors, such independent investigation of
WEST and its management, assets and related matters and such separate and
independent investigation of the Engines, the Leases and related matters, as
such Series 2008-B1 Holder deems to be, or such advisors have advised to
be, necessary or advisable in connection with the purchase of the Series 2008-B1
Notes pursuant to this Agreement; (iii) such Series 2008-B1 Holder
and its advisors have received all information and data that it and such
advisors believe to be necessary in order to reach an informed decision as to
the advisability of the purchase of the Series 2008-B1 Notes pursuant to
the transactions contemplated by this Agreement; (iv) such Series 2008-B1
Holder understands the nature of the potential risks and potential rewards of
the purchase of the Series 2008-B1 Notes; (v) such Series 2008-B1
Holder is a sophisticated investor with investment experience; and (vi) such
Series 2008-B1 Holder acknowledges that any projections or predictions
that may have been made available to such Series 2008-B1 Holder are based
on estimates, assumptions, and forecasts which may prove to be incorrect, and
no assurance is given that actual results will correspond with the results
contemplated by the various projections.


 


(f)                   Such Series 2008-B1 Holder understands
that distributions (including a return of principal) on the Series 2008-B1
Notes are not guaranteed, but are dependent on the performance of the
Collateral and other assets or investments held by WEST and that due to the
structure of the transaction and the performance of the Collateral and other
assets or investments held by WEST and the WEST Subsidiaries, it is possible
that payments on the Series 2008-B1 Notes may be deferred, reduced or not
made at all.  It understands that WEST will have no significant assets other than the Collateral
pledged under the Security Trust Agreement and distributions on the Series 2008-B1
Notes will be payable solely from and to the
extent of the available collections of and proceeds from such Collateral in
accordance with the priority of payments provided for under the Indenture.


 


(g)                Such Series 2008-B1 Holder acknowledges
and understands that it is the intent of WEST that for purposes of U.S. federal
income, state and local income and franchise taxes and any other income taxes,
the Series 2008-B1 Notes will be treated as indebtedness and, if
such Series 2008-B1 Holder is (x) a U.S. Holder, (y) a non-U.S.
Holder that is a foreign corporation that is a “controlled foreign corporation”
or a “passive foreign investment company” for U.S. federal income tax purposes
or (z) a non-U.S. Holder whose income from its Series 2008-B1 Notes
is effectively connected with the conduct of a U.S. trade or business for U.S. 


 


17

















 


federal income tax purposes, such Series 2008-B1
Holder agrees to such treatment and agrees to take no action
inconsistent with such treatment.


 


ARTICLE VI


 


CERTAIN COVENANTS OF PARTIES


 


Section 6.01.                             Securities
Act.  WEST agrees not to sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the Securities Act) that would be integrated with the
sale of the Series 2008-B1 Notes and the Series 2008-A1 Notes in a
manner that would require the registration under the Securities Act of the sale
to the Initial Series 2008-B1 Holder and the Series 2008-A1 Holders
of the Series 2008-B1 Notes and the Series 2008-A1 Notes,
respectively.


 


Section 6.02.                             Legal
Conditions to Closing.  The Series 2008-B1
Holders, WEST and the Administrative Agent will take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed
on any of them with respect to the consummation of the transactions
contemplated by this Agreement and will promptly cooperate with and furnish
information to one another in connection with any such legal requirements. The Series 2008-B1
Holders, WEST, and the Administrative Agent will take all reasonable action
necessary to obtain (and will cooperate with one another in obtaining) any
consent, authorization, permit, license, franchise, order or approval of, or
any exemption by, any Governmental Authority or any other Person, required to
be obtained or made by it in connection with any of the transactions
contemplated by this Agreement.


 


Section 6.03.                             Expenses
and Fees.  Except as otherwise
expressly provided herein, all Issuance Expenses incurred in connection with
the entering into this Agreement and the transactions contemplated hereby shall
be paid by WEST.


 


Section 6.04.                             Further
Assurances.  On and after the date of
this Agreement, the Series 2008-B1 Holders (at the expense of WEST), WEST
and the
Administrative Agent will do, execute and perform all such other acts,
deeds and documents as the other party may from time to time reasonably require
in order to carry out the intent of this Agreement.


 


ARTICLE VII


 


INDEMNIFICATION


 


Section 7.01.                             Indemnification
by WEST.  WEST agrees to indemnify
and hold harmless the Initial Series 2008-B1 Holder and any of their
respective officers, directors, employees, agents, representatives, assignees
and Affiliates (each, an “Indemnified Party”)
against any and all losses, claims, damages, liabilities or expenses (including
reasonable legal and accounting fees) (collectively, “Losses”),
as incurred (payable promptly upon written request), for or on account of or
arising from or in connection with any breach of any representation, warranty
or covenant of WEST in this Agreement or any other Related Document or in any
certificate or other written material delivered pursuant hereto; provided, however, that
WEST shall not be so required to indemnify any such Person or otherwise be
liable to any such Person hereunder for


 


18

















 


any Losses arising
from such Person’s gross negligence, willful misconduct or bad faith.
Notwithstanding the foregoing, WEST shall not be liable for any settlement of
any proceeding effected without its written consent. All amounts due to an
Indemnified Party under this Article VII shall be included in the amounts
due to the Series 2008-B1 Notes and the Indenture Trustee shall pay such
amounts to such Series 2008-B1 Holder as part of the increased costs on
the Series 2008-B1 Notes out of the Available Collections Amount on each
Payment Date as provided in Section 3.14 of the Indenture and Section 3.03
of the Series 2008-B1 Supplement.


 


Section 7.02.                             Indemnification
by Administrative Agent.  The
Administrative Agent agrees to indemnify and hold harmless an
Indemnified Party against all Losses, as incurred (payable promptly upon
written request), for or on account of or arising from or in connection with
any breach of any representation, warranty or covenant of the
Administrative Agent in this Agreement or any other Related Document or
in any certificate or other written material delivered pursuant hereto; provided, however, that the
Administrative Agent shall not be so required to indemnify any such
Person or otherwise be liable to any such Person hereunder for any Losses
arising from such Person’s gross negligence, willful misconduct or bad faith.
Notwithstanding the foregoing, the Administrative Agent shall not be
liable for any settlement of any proceeding effected without its written
consent.


 


Section 7.03.                             Procedure.  In order for any Indemnified Party to be
entitled to any indemnification provided for under this Agreement in respect
of, arising out of, or involving a claim made by any Person against the
Indemnified Party (a “Third Party Claim”),
such Indemnified Party must notify WEST in writing of such Third Party Claim
within five Business Days of receipt of a summons, complaint or other written
notice of the commencement of litigation and within ten Business Days after
receipt by such Indemnified Party of any other written notice of the Third Party
Claim. Thereafter, the Indemnified Party shall deliver to WEST, within a
reasonable time after the Indemnified Party’s receipt thereof, copies of all
notices and documents (including court papers) received by the Indemnified
Party relating to such Third Party Claim.


 


Section 7.04.                             Defense
of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST
or the
Administrative Agent, as the case may be, will be entitled to
participate in the defense thereof and, (b) if it so chooses, to assume
the defense thereof with counsel selected by WEST or the Administrative Agent, as the
case may be, provided that in connection with such assumption (i) such
counsel is not reasonably objected to by the Indemnified Party and (ii) WEST
or the
Administrative Agent, as the case may be,  first admits in writing its liability to
indemnify the Indemnified Party with respect to all elements of such claim in
full.  Should WEST or the
Administrative Agent, as the case may be, so elect to assume the defense
of a Third Party Claim, WEST or the Administrative Agent, as the case
may be, will not be liable to the Indemnified Party for any legal expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof.  If WEST or the
Administrative Agent, as the case may be, elects to assume the defense
of a Third Party Claim, the Indemnified Party will (i) cooperate in all
reasonable respects with WEST or the Administrative Agent, as the case
may be, in connection with such defense and (ii) not admit any liability
with respect to, or settle, compromise or discharge, such Third Party Claim
without WEST’s or the Administrative Agent’s, as the case may be, prior written
consent.  If WEST or the
Administrative Agent, as the case may be, shall assume the defense of
any Third Party Claim, the Indemnified Party shall be


 


19

















 


entitled to
participate in (but not control) such defense with its own counsel at its own
expense.  If WEST or the
Administrative Agent, as the case may be, does not assume the defense of
any such Third Party Claim, the Indemnified Party may defend the same in such
manner as it may deem appropriate, including settling such claim or litigation
after giving notice to WEST or the Administrative Agent, as the case
may be, of such terms and, WEST or the Administrative Agent, as the case
may be, will promptly reimburse the Indemnified Party upon written request.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.01.                             Amendments.  No amendment or waiver of any provision of
this Agreement shall in any event be effective unless the same shall be in
writing and signed by all of the parties hereto, and then such amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


Section 8.02.                             Notices.  All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be send by a telecopy or
delivered by overnight courier service, as to each party hereto, at its address
set forth below or at such other address as shall be designated by such party
in a written notice to the other parties hereto. All such notices and
communications shall, when telecopied or sent by overnight delivery service, be
effective, with respect to telecopy notices, when the sending machine receives
confirmation of the transmission, and, with respect to overnight delivery
service, when confirmed by signed receipt.


 


If to the Initial Series 2008-B1 Holder, to its address set forth
in Schedule 1 hereto.


 


If to WEST:


 


Willis Engine
Securitization Trust

c/o Willis Lease Finance Corporation


773 San Marin Drive, Suite 2215


Novato, California 94998


Attention: General
Counsel


Facsimile No. (415)
408-4702


 


If to the Administrative Agent:


 


Willis Lease Finance
Corporation


773 San Marin Drive, Suite 2215


Novato, California 94998


Attention: General
Counsel


Facsimile No. (415)
408-4702


 


If to the Indenture Trustee:


 


Deutsche Bank Trust Company Americas

60 Wall Street


 


20

















 


MS NYC 60-2606


New York, New York 10005

Attention: Trust & Securities Services - Structured Finance
Services   

Facsimile No. (212) 553-2460


 


Section 8.03.                             No
Waiver; Remedies.  No failure on the
part of any party hereto to exercise, and no delay in exercising, 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 any Applicable Law.


 


Section 8.04.                             Binding
Effect; Assignability; Continuing Obligation.  This Agreement shall be binding upon and
inure to the benefit of WEST, the Administrative Agent and the Series 2008-B1
Holders and their respective successors and assigns (including any subsequent
Holders of the Series 2008-B1 Notes, subject to their executing and
delivering an Assignment and Assumption); provided, however,
that WEST shall not have the right to assign its rights hereunder or any
interest herein (by operation of law or otherwise) without the prior written
consent of the Series 2008-B1 Holders. This Agreement shall create and
constitute the continuing obligation of the parties hereto in accordance with
its terms, and shall remain in full force and effect until such time as all
amounts payable with respect to the Series 2008-B1 Notes shall have been
paid in full.


 


Section 8.05.                             GOVERNING
LAW; JURISDICTION.  THIS AGREEMENT
SHALL IN ALL RESPECTS BE GOVERNED BY, AND 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 REGARD TO CONFLICT OF LAWS
PRINCIPLES. 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
non-exclusive 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 Agreement 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 Agreement 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 8.06.                             Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.


 


Section 8.07.                             Survival.  All representations, warranties, guaranties
and indemnifications contained in this Agreement and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the sale and transfer of the Series 2008-B1 Notes.


 


21
















 


Section 8.08.                             Appointment
of Agent for Service of Process. 
WEST hereby appoints Corporation Service Company having an address at
1133 Avenue of the Americas, New York, New York 10036 as its agent for service
of process in the State of New York.


 


Section 8.09.                             Table
of Contents; Headings.  The Table of
Contents preceding the Agreement and headings of the Articles and Sections of
this Agreement have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.


 


Section 8.10.                             WAIVER
OF JURY TRIAL.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


Section 8.11.                             USA
PATRIOT Act.  Should
it be necessary, the Initial Series 2008-B1 Holder hereby notifies WEST
that, pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)), it is required to
obtain, verify and record information that identifies WEST, which information
includes the name and address of WEST and other information that will allow
such Series 2008-B1 Holder to identify WEST in accordance with said Act.


 


Section 8.12.                             Severability.  Any provision of
this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 


[Signatures follow]


 


22

















 


IN WITNESS WHEREOF, the parties have caused this Series 2008-B1
Note Purchase and Loan Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 


	
   

  	
  WILLIS ENGINE
  SECURITIZATION TRUST

  
	
   

  	
   as issuer of Series 2008-B1 Notes,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley S.
  Forsyth

  
	
   

  	
   

  	
  Name:

  	
  Bradley S.
  Forsyth

  
	
   

  	
   

  	
  Title:

  	
  Controlling
  Trustee

  
					



 


SERIES 2008-B1 NOTE
PURCHASE AGREEMENT


 

















 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION,

  
	
   

  	
  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C.
  Nord

  
	
   

  	
   

  	
  Name:

  	
  Thomas C. Nord

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
					



 


SERIES 2008-B1 NOTE
PURCHASE AGREEMENT


 

















 


	
   

  	
  CALYON
  SECURITIES (USA) INC.,

  
	
   

  	
  as Initial Series 2008-B1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Olivier Delay

  
	
   

  	
   

  	
  Name:

  	
  Olivier Delay

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


SERIES 2008-B1 NOTE
PURCHASE AGREEMENT


 

















 


SERIES 2008-B1 NOTE PURCHASE AND LOAN AGREEMENT


 


SCHEDULE
1


 


ADDRESS OF INITIAL SERIES 2008-B1 HOLDER


 


	
  Name of Initial Series 2008-B1 Holder

  	
   

  	
  Address of Initial Series 2008-B1 Holder

  
	
   

  	
   

  	
   

  
	
  Calyon Securities (USA)
  Inc.

  	
   

  	
  1301 Avenue of the
  Americas

  New York, New York 10019

  Attention: Neal Spier

  Facsimile: 212-459-3258

  



 


SERIES 2008-B1 NOTE
PURCHASE AGREEMENT


 

















 


SERIES
2008-B1 NOTE PURCHASE AND LOAN AGREEMENT


 


SCHEDULE
2


 


COMMITMENT OF INITIAL SERIES 2008-B1 HOLDER


 


	
  Name of Initial Series

  2008-B1 Holder

  	
   

  	
  Initial Outstanding
  Principal

  Balance

  	
   

  	
  Commitment of Initial

  Series 2008-B1 Holder

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Calyon Securities (USA) Inc.

  	
   

  	
  $

  	
  20,282,212

  	
   

  	
  $

  	
  20,282,212

  
							



 

















 


SERIES
2008-B1 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT A


 


FORM OF
CONTROLLING TRUSTEE CLOSING DATE CERTIFICATE


 


Date:  [                         ][   ], 20[  
]


 


The undersigned, a
Controlling Trustee of Willis Engine Securitization Trust, a Delaware statutory
trust (“WEST”), does hereby certify to the
Initial Series 2008-B1 Holder, in satisfaction of one of the conditions
for purchase of the Series 2008-B1 Notes and the making of Series 2008-B1
Loan by the Initial Series 2008-B1 Holder under the Series 2008-B1
Note Purchase and Loan Agreement (the “Agreement”),
dated as of the date hereof, among Willis Lease Finance Corporation, WEST, and
the Initial Series 2008-B1 Holder, on the date first set forth above (the “Closing Date”), as follows (capitalized terms used herein
having the same meanings as in the Agreement):


 


(i)                  the
representations and warranties of WEST in the Agreement and the Series 2008-B1
Supplement are accurate in all material respects as of the Closing Date, with the same effect as
if made on the Closing Date;


 


(ii)               WEST has complied
with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or before the Closing Date;


 


(iii)            as of the Closing Date, no Event
of Default, Early Amortization Event or Servicer Termination Event has occurred and is continuing, and
no fact, condition or event exists or has occurred which would, upon the giving
of notice or the passage of time or both, constitute an Event of Default, an
Early Amortization Event or a Servicer Termination Event;


 


(iv)           on the Closing Date, Series 2008-A1
Loan is also being made by the Series 2008-A1 Holders under the Series 2008-A1
Note Purchase Agreement in an amount equal to the “Commitments” of the Series 2008-A1
Holders under the Series 2008-A1 Note Purchase Agreement (as defined
therein);


 


(v)              before and after giving effect to the Series 2008-B1
Loan to be made on the Closing Date, no Junior Borrowing Base Deficiency or
Maximum Borrowing Base Deficiency exists or would exist as of the Closing Date;
and


 


(vi)           no proceeding is
pending which would prohibit the sale and purchase of the Series 2008-B1
Notes or the making of the Series 2008-B1 Loan on the Closing Date.


 


Executed as of the date
first set forth above, by the undersigned, a Controlling Trustee of WEST.


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Controlling Trustee

  



 


2

















 


SERIES
2008-B1 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT B


 


FORM OF
ADMINISTRATIVE AGENT


CLOSING
DATE CERTIFICATE


 


Date:  [                         ][  ], 20[  
]


 


The undersigned, an
officer of Willis Lease Finance Corporation, as Administrative Agent for Willis
Engine Securitization Trust, a Delaware statutory trust (“WEST”),
does hereby certify to the Initial Series 2008-B1 Holder, in satisfaction
of one of the conditions for purchase of the Series 2008-B1 Notes and the
making of Series 2008-B1 Loan by the Initial Series 2008-B1 Holder
under the Series 2008-B1 Note Purchase and Loan Agreement (the “Agreement”), dated as of the date hereof, among Willis Lease
Finance Corporation, WEST, and the Initial Series 2008-B1 Holder, on the
date first set forth above (the “Closing Date”),
as follows (capitalized terms used herein having the same meanings as in the
Agreement):


 


                                                (i)                                     the representations and warranties of
the Administrative Agent in the Agreement and in the Related Documents to which
the Administrative Agent is a party are accurate in all material respects as of
the Closing Date, with the same effect as if made on the Closing Date; and


 


                                                (ii)                                  the Administrative Agent has complied
with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or before the Closing Date.


 


Executed as of the
date first set forth above, by the undersigned, an officer of the Administrative
Agent.


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: