Exhibit 10.16


 


EXECUTION
VERSION




 





 


 


WILLIS ENGINE SECURITIZATION TRUST,


as issuer of Series 2008-A1
Notes,


 


and


 


WILLIS LEASE FINANCE CORPORATION,

as Administrative Agent,


 


and


 


THE PERSONS LISTED ON THE SIGNATURE
PAGE HEREOF,


as the initial Series 2008-A1
Holders


 






 


SERIES
2008-A1 NOTE PURCHASE AND LOAN AGREEMENT


 


Dated as of March 25, 2008


 






 


SERIES 2008-A1 NOTES


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  2

  
	
  Section 1.02.

  	
  Rules of Construction

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASE
  AND SALE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Sale and Delivery of Series 2008-A1 Notes

  	
  4

  
	
  Section 2.02.

  	
  Funding of Series 2008-A1 Loans

  	
  4

  
	
  Section 2.03.

  	
  Closing

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
   

  
	
   

  	
   

  	
   

  
	
  CONDITIONS
  PRECEDENT TO OBLIGATIONS OF SERIES 2008-A1 HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Conditions Precedent to Obligations of Initial
  Series 2008-A1 Holders to Purchase Series 2008-A1 Notes

  	
  5

  
	
  Section 3.02.

  	
  Conditions Precedent to Obligation of WEST to Issue
  Series 2008-A1 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

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES OF SERIES 2008-A1 HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Execution, Delivery, Binding Obligation

  	
  16

  
	
  Section 5.02.

  	
  Securities Act

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  	
   

  
	
  CERTAIN
  COVENANTS OF PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Securities Act

  	
  19

  
	
  Section 6.02.

  	
  Legal Conditions to Closing

  	
  19

  



 

















 


	
  Section 6.03.

  	
  Expenses and Fees

  	
  19

  
	
  Section 6.04.

  	
  Further Assurances

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Indemnification by WEST

  	
  20

  
	
  Section 7.02.

  	
  Indemnification by Administrative Agent

  	
  20

  
	
  Section 7.03.

  	
  Procedure

  	
  20

  
	
  Section 7.04.

  	
  Defense of Claims

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Amendments

  	
  21

  
	
  Section 8.02.

  	
  Notices

  	
  21

  
	
  Section 8.03.

  	
  No Waiver; Remedies

  	
  22

  
	
  Section 8.04.

  	
  Binding Effect; Assignability; Continuing Obligation

  	
  22

  
	
  Section 8.05.

  	
  GOVERNING LAW; JURISDICTION

  	
  22

  
	
  Section 8.06.

  	
  Execution in Counterparts

  	
  23

  
	
  Section 8.07.

  	
  Survival

  	
  23

  
	
  Section 8.08.

  	
  Appointment of Agent for Service of Process

  	
  23

  
	
  Section 8.09.

  	
  Table of Contents; Headings

  	
  23

  
	
  Section 8.10.

  	
  WAIVER OF JURY TRIAL

  	
  23

  
	
  Section 8.11.

  	
  USA PATRIOT Act

  	
  23

  
	
  Section 8.12.

  	
  Severability

  	
  23

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Addresses
  of Series 2008-A1 Holders

  	
   

  
	
  SCHEDULE 2

  	
  Commitments
  of Series 2008-A1 Holders

  	
   

  
	
  SCHEDULE 3

  	
  2008
  Engines

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of
  Controlling Trustee Closing Date Certificate

  	
   

  
	
  EXHIBIT B

  	
  Form of Administrative Agent Closing Date
  Certificate

  	
   

  



 


 


ii

















 


This SERIES 2008-A1 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 the Persons named on the
signature page hereof as initial Series 2008-A1 Holders, together
with any Person that becomes a Series 2008-A1 Holder in accordance with
the terms hereof (the “Series 2008-A1
Holders”).


 


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 A Term Notes and designated as “Willis Engine Securitization Trust Series 2008-A1 Floating Rate
Secured Notes”, the proceeds of which are to be used in part to
refinance the Series 2005-A2 Warehouse Notes and in part to fund the
acquisition of the Additional Engines described in Schedule 3 hereto
(the “2008 Engines”); and


 


WHEREAS, WEST and the Indenture Trustee will enter
into the Series 2008-A1 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-A1 Supplement”), pursuant to which WEST is
to issue the Series 2008-A1 Notes in the initial Outstanding Principal
Balance of $212,384,958;


 


WHEREAS, each of the Series 2008-A1 Holders is
willing to make a Series 2008-A1 Loan to WEST in the amount of its
Commitment on the Closing Date, and the obligation of WEST to repay such Series 2008-A1
Loan to each Series 2008-A1 Holder will be represented by the Series 2008-A1
Note held by such Series 2008-A1 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 (a), for all Series 2008-A1
Holders, $212,384,958 in the aggregate, and (b), for each Series 2008-A1 Holder, the
amount set forth opposite the name of such Series 2008-A1 Holder in Schedule
2 attached hereto.


 


“Marketing Materials”
means the investor presentations made to investors by or on behalf of WEST
(whether in person or electronically), dated January, 2008 and distributed to
prospective investors on or about January 28, 2008.


 


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


 


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


 


“Preliminary Offering
Memorandum” means the Preliminary Offering Memorandum, dated January 18,
2008, prepared by WEST in connection with the offering of the Series 2008-A1
Notes.


 


“Private Placement
Memorandum” means the Private Placement Memorandum, dated March 24,
2008, prepared by WEST in connection with the offering of the Series 2008-A1
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.


 


2

















 


“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 page hereof
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.


 


“Series 2008-A1 Loan”
means the loan made by a Series 2008-A1 Holder to WEST pursuant to Article II
hereof.


 


“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 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 Persons named as Series 2008-B1 Holders in the Series 2008-B1
Note Purchase Agreement 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 Loans” means the loans made to WEST by
the Series 2008-B1 Holder pursuant to the Series 2008-B1 Note
Purchase Agreement.


 


“Series 2008-B1 Note Purchase Agreement” means the Series 2008-B1
Note Purchase and Loan Agreement, to be dated as of March 25, 2008,
among WEST, the Administrative Agent and the Series 2008-B1 Holders, as
amended, modified or supplemented from time to time in accordance with its
terms.


 


“Series 2008-B1 Notes” means the notes issued pursuant to the Series 2008-B1
Note Purchase Agreement and the Series 2008-B1 Supplement.


 


3

















 


“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.


 


“Series 2008-B1 Supplement” means the Series 2008-B1
Supplement to the Indenture, to be dated as of March 28, 2008,
between WEST and the Indenture Trustee.


 


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.


 


ARTICLE II


 


PURCHASE AND SALE


 


Section 2.01.    Sale and Delivery of Series 2008-A1
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-A1 Supplement, WEST agrees
to sell, and each of the Series 2008-A1 Holders severally and not jointly
agrees to purchase, on the Closing Date,  a  Series 2008-A1 Note with the initial Outstanding
Principal Balance for each Series 2008-A1 Holder set forth in Schedule
2 hereto. The Series 2008-A1 Notes shall be duly executed by WEST,
duly authenticated by the Indenture Trustee and registered in the names of the Series 2008-A1
Holders.


 


Section 2.02.    Funding of Series 2008-A1 Loans.  (a) 
On the terms and conditions hereinafter set forth, each Series 2008-A1
Holder severally and not jointly agrees that it will make a Series 2008-A1
Loan to WEST in an amount equal to such Series 2008-A1 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-A1
Supplement.


 


(b)     If any Series 2008-A1 Holder shall
default on its obligation to make a Series 2008-A1 Loan on the Closing
Date, one or more of the other Series 2008-A1 Holders may elect (but shall
not be required to) to make the Series 2008-A1 Loan of the defaulting Series 2008-A1
Holder.  In such event, the initial
Outstanding Principal Balance of the Series 2008-A1 Note held by the Series 2008-A1
Holder making such Series 2008-A1 Loan shall be increased by the amount of
the initial Outstanding Principal Balance of the Series 2008-A1 Note that
would have been issued to the defaulting Series 2008-A1 Holder.


 


Section 2.03.    Closing.  (a) The issuance of the Series 2008-A1
Notes and the making of the Series 2008-A1 Loans 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 each of the Series 2008-A1 Holders and
the Senior Liquidity Provider at least two (2) days prior to such Closing
Date.  At the Closing, WEST will cause Series 2008-A1
Notes in initial Outstanding Principal Balances equal to the amounts set forth
beside the names of the initial Series 2008-A1 Holders in Schedule 2
to be issued and registered in the name of each Series 2008-A1 Holder or
its nominee (if so stated) and delivered in definitive physical form to such Series 2008-A1
Holder or its agent at the address for delivery 


 


4

















 


notified to WEST,
subject to such Series 2008-A1 Holder making its Series 2008-A1 Loan
in U.S. dollars in the amount of such Series 2008-A1 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 each of the Series 2008-A1
Holders upon written request for all losses, damages, liabilities and
reasonable expenses that such Series 2008-A1 Holder sustains as a result
of the failure of WEST to borrow all or any part of the applicable Series 2008-A1
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.


 


ARTICLE III


 


CONDITIONS PRECEDENT TO OBLIGATIONS OF SERIES 2008-A1 HOLDERS


 


Section 3.01.    Conditions Precedent to Obligations of
Initial Series 2008-A1 Holders to Purchase Series 2008-A1 Notes. 
The obligations of the initial Series 2008-A1 Holders to purchase
the Series 2008-A1 Notes and to make the Series 2008-A1 Loans 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-A1 Supplement and the Series 2008-B1
Supplement.


 


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


 


(c)      WEST, the
Administrative Agent
and the initial Series 2008-B1 Holders shall have executed and delivered
the Series 2008-B1 Note Purchase Agreement.


 


(d)     Each of the following shall be true, and
the initial Series 2008-A1 Holders 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-A1 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;


 


5

















 


(iv)         on the Closing Date, Series 2008-B1
Loans are also being made by the Series 2008-B1 Holders under the Series 2008-B1
Note Purchase Agreement in an amount equal to the “Commitments” of the Series 2008-B1
Holders under the Series 2008-B1 Note Purchase Agreement (as defined
therein);


 


(v)          before and after
giving effect to the Series 2008-A1 Loans to be made on the Closing Date
and the acquisition of the 2008 Engines with the proceeds thereof on the
Closing Date and during the Delivery Period, no Senior 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-A1 Notes or the making
of the Series 2008-A1 Loans on the Closing Date.


 


(e)      Each of the following shall be true, and
the initial Series 2008-A1 Holders 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-A1 Holders
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-A1 Holders
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:


 


6

















 


(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 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-A1 Holders
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-A1 Holders
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 


 


7

















 


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.


 


(j)       The initial Series 2008-A1 Holders
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 Series 2008-A1
Holders, 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-A1 Holders.


 


(k)      The initial Series 2008-A1 Holders
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 Series 2008-A1 Holders, addressing
substantive consolidation with respect to WEST and its subsidiaries and Willis
and the sale of the 2008 Engines 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-A1 Holders.


 


(l)       The initial Series 2008-A1 Holders
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 Series 2008-A1 Holders, addressing corporate/entity
and enforceability matters, that is or are in form and substance reasonably
acceptable to the initial Series 2008-A1 Holders.


 


(m)     The initial Series 2008-A1 Holders
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 Series 2008-A1 Holders, addressing Delaware
entity and security interest perfection matters, that is or are in form and
substance reasonably acceptable to the initial Series 2008-A1 Holders.


 


(n)     The Series 2008-A1 Notes shall have
been rated by Moody’s and Fitch not less than “Baa1” and “A”, respectively, and
such ratings shall not have been rescinded.


 


8
















 


(o)     The Series 2008-A1 Related Documents
shall have been duly executed and delivered by the parties thereto.


 


(p)     The Series 2008-A1 Notes shall have
been executed by WEST and authenticated by the Indenture Trustee, and the
conditions precedent to the issuance of the Series 2008-A1 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-A1
Related Documents shall be satisfactory in form and substance to the initial Series 2008-A1
Holders.


 


(r)      WEST shall have paid all costs and
expenses incurred in connection with the issuance of the Series 2008-A1
Notes.


 


(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-A1 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-A1
Related Document or the transactions contemplated hereby or thereby.


 


Section 3.02.    Conditions Precedent to Obligation of
WEST to Issue Series 2008-A1 Notes . 
The obligations of WEST to issue the Series 2008-A1 Notes to each Series 2008-A1
Holder is subject to satisfaction of the following conditions precedent:


 


(a)      The
representations and warranties of such Series 2008-A1 Holder in this
Agreement are accurate in all material respects as of the Closing Date.


 


(b)     Such Series 2008-A1
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-A1
Holder shall have made its Series 2008-A1 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, and the Series 2008-B1
Holders shall have made Series 2008-B1 Loans in the amount of the total
Commitment of all the Series 2008-B1 Holders.


 


9

















 


(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-A1 Notes shall have
been rated by Moody’s and Fitch not less than “Baa1” and “A”, respectively, and
such ratings shall not have been rescinded.


 


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


 


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 Series 2008-A1 Holders 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-A1
Notes as provided herein and therein and to borrow Series 2008-A1 Loans as
provided herein.


 


10

















 


(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-A1 Notes have been
duly and validly authorized by WEST for issuance and sale to the Series 2008-A1
Holders pursuant to this Agreement and, when issued and authenticated in
accordance with the terms of the Indenture and the Series 2008-A1
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-A1
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 


 


11

















 


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.


 


(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 each of the Series 2008-A1 Holders
contained in Article V hereof, the offering, issuance or sale of the Series 2008-A1
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 Series 2008-A1 Holders of the Series 2008-A1 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-A1 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.


 


12

















 


(m)     No part of the proceeds of the Series 2008-A1
Loans or the Series 2008-B1 Loans 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-A1 Notes to the Series 2008-A1 Holders
pursuant to this Agreement and the application of the Series 2008-A1
Loans, 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 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-A1 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 each of the Series 2008-A1 Holders
contained in Article V hereof, the offer, sale and delivery of the Series 2008-A1
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-A1 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-A1 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-A1 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-A1 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 


 


13

















 


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 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.


 


(v)     The Preliminary Offering Memorandum as of
its date did not, the Marketing Materials, as supplemented by and taken
together with the Preliminary Offering Memorandum, did not as of their date,
and the Private Placement Memorandum as of its date did not and as of the
Closing Date will not, contain any untrue statement of a material fact, or omit
to state any material fact, that will make the statements therein, in the light
of the circumstances under which they were made, misleading, except that, in
each case, no representation is made as to (A) the appraisal reports
prepared by AVITAS, Inc. (“AVITAS”), BK
Associates, Inc. (“BK”) and
International Bureau of Aviation, Ltd. (“IBA”) and
attached thereto as Exhibits B, C and D, respectively, any summaries thereof
and any projections or expressions of fact, opinion or belief of, or any other
statistical data attributable to, AVITAS, BK or IBA; (B) the information
contained in the section captioned “Types of Aircraft Engines” in the
Preliminary Offering Memorandum and the Private Placement Memorandum excerpted
verbatim from the IBA’s appraisal report; (C) the information contained in
the section captioned “The Aircraft Engine Leasing Market” in the Preliminary
Offering Memorandum and the Private Placement Memorandum and the Maintenance
Reserve Appraisal prepared by SH&E, any summaries thereof and any
projections or expressions of fact, opinion or belief of, or any other
statistical data attributable to, SH&E; (D) the section captioned “Plan
of Distribution” in the Preliminary Offering Memorandum and the Private
Placement Memorandum, as applicable, and (E) any notice, legend,
disclosure or other item included in or related thereto as a result of any
offering in any jurisdiction other than the United States of America.


 


14

















 


Section 4.02.    Representations and Warranties of
Administrative Agent.  The
Administrative Agent hereby represents and warrants, as of the Closing
Date, to the Series 2008-A1 Holders 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
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-A1 Notes issued hereunder, or (z) in
any manner draw into question the validity of this Agreement or any other Series 2008-A1
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-A1
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, 


 


15

















 


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
Series 2008-A1 Holders of the Series 2008-A1 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 SERIES 2008-A1 HOLDERS


 


Each of the Series 2008-A1 Holders hereby
severally and not jointly makes the following representations and warranties as
to itself 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-A1 Holder and constitutes a
legal, valid and binding obligation of such Series 2008-A1 Holder,
enforceable against such Series 2008-A1 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-A1 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-A1 Holder, or any
agreement or other instrument to which such Series 2008-A1 Holder is a
party or by which such Series 2008-A1 Holder or any of its assets is
bound, or any permit, franchise, judgment, decree, statute, rule or
regulation applicable to such Series 2008-A1 Holder or its business or
assets.


 


(c)      There is no judgment, decree, statute, rule or
regulation, or any event, condition or contractual restriction, that would
restrict such Series 2008-A1 Holder’s ability to fund its investment in
the Series 2008-A1 Notes in accordance with the provisions hereof.


 


(d)     Such Series 2008-A1 Holder
first learned of WEST, received the Preliminary Offering Memorandum and the
Private Placement Memorandum and made the decision to purchase the Series 2008-A1
Notes in the jurisdiction listed in the address of such Series 2008-A1
Holder listed in Schedule 1 hereto.


 


16

















 


(e)      No oral or written representation has been
made or furnished to such Series 2008-A1 Holder or its advisers in connection
with the offering of the Series 2008-A1Notes that was in any way
inconsistent with the information stated in the Private Placement Memorandum.


 


(f)      Such Series 2008-A1 Holder
acknowledges, represents and agrees that such Series 2008-A1 Holder’s
purchase of its Series 2008-A1 Notes (i) is permitted by the laws and
regulations of the jurisdiction in which such Series 2008-A1 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-A1 Holder is a “qualified institutional buyer” as
defined in Rule 144A under the Securities Act (a “QIB”), and such Series 2008-A1 Holder acknowledges that
WEST is offering the Series 2008-A1 Notes in reliance on an exemption from
the registration requirements of the Securities Act and such Series 2008-A1
Holder is acquiring the Series 2008-A1 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-A1 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-A1 Holder’s representations in Section 5.01
and this clause (a) of Section 5.02.


 


(b)     Such Series 2008-A1 Holder acknowledges that the Series 2008-A1
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-A1
Notes under the Securities Act or any other securities law.  Such Series 2008-A1 Holder agrees that
the Series 2008-A1 Notes may not be reoffered, resold, pledged or
otherwise transferred except in compliance with the Securities Act and to a
person that the Series 2008-A1 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-A1 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-A1
Note.


 


(c)      Such Series 2008-A1 Holder
understands that an investment in the Series 2008-A1 Notes involves
certain risks, including the risk of loss of all or a substantial part of its
investment under certain circumstances. 
Such Series 2008-A1 Holder has received a copy of the Private
Placement Memorandum and the
Preliminary Offering Memorandum, has reviewed each of the foregoing documents
or had the opportunity to review each of them, understands that the Preliminary
Offering Memorandum was superseded by the Private Placement Memorandum and has reviewed or had the
opportunity to review financial and other information concerning WEST, the Series 2008-A1
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-A1 Notes, including an
opportunity to ask questions and request information concerning WEST and the Series 2008-A1
Notes, and all questions have been answered to the full satisfaction of such Series 2008-A1
Holder.


 


17

















 


(d)     Such Series 2008-A1 Holder is aware of
the following:  (i) there are
significant restrictions on and conditions to the transferability of the Series 2008-A1
Notes (and the Series 2008-A1 Notes will bear legends referring to such
restrictions), and there is no market for the Series 2008-A1 Notes and no
market is expected to develop for the Series 2008-A1 Notes, and,
accordingly, it may not be possible for such Series 2008-A1 Holder to
liquidate its investment in the Series 2008-A1 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-A1 Notes.


 


(e)      Such Series 2008-A1 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-A1
Notes and has carefully considered the suitability of an investment in such
Notes and has determined that the Series 2008-A1 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-A1 Holder deems to be, or such advisors have advised to
be, necessary or advisable in connection with the purchase of the Series 2008-A1
Notes pursuant to this Agreement; (iii) such Series 2008-A1 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-A1 Notes pursuant to
the transactions contemplated by this Agreement; (iv) such Series 2008-A1
Holder understands the nature of the potential risks and potential rewards of
the purchase of the Series 2008-A1 Notes; (v) such Series 2008-A1
Holder is a sophisticated investor with investment experience; and (vi) such
Series 2008-A1 Holder acknowledges that any projections or predictions
that may have been made available to such Series 2008-A1 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-A1 Holder understands
that distributions (including a return of principal) on the Series 2008-A1
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-A1 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-A1
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-A1 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-A1 Notes
will be treated as indebtedness and, if such Series 2008-A1 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-A1 Notes is effectively connected
with the conduct of a U.S. trade or business for U.S. 


 


18

















 


federal income tax purposes, such Series 2008-A1
Holder agrees to such treatment and agrees to take no action
inconsistent with such treatment.


 


(h)     Such Series 2008-A1 Holder further makes the representations,
warranties, covenants and agreements on its part deemed to be made by an
investor in the Series 2008-A1 Notes set forth in the section in the Private
Placement Memorandum captioned “Transfer
Restrictions” (all of which representations, warranties, covenants and
agreements are incorporated by reference herein).


 


(i)       Such Series 2008-A1 Holder
acknowledges that WEST, in accordance with United States Treasury regulations
governing debt instruments issued with original issue discount, will treat the Series 2008-A1
Notes as “contingent payment debt instruments” for United States federal income
tax purposes and, if such Series 2008-A1 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-A1
Notes is effectively connected with the conduct of a U.S. trade or business for
U.S. federal income tax purposes, such Series 2008-A1 Holder agrees to
such treatment and to be bound by WEST’s application of the United States
Treasury regulations governing contingent payment debt instruments, including
WEST’s determination of a “comparable yield” and a “projected payment schedule”
for the Series 2008-A1 Notes, each within the meaning of such regulations.


 


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-A1
Notes and the Series 2008-B1 Notes in a manner that would require the
registration under the Securities Act of the sale to the Series 2008-A1
Holders and the Series 2008-B1 Holders of the Series 2008-A1 Notes
and the Series 2008-B1 Notes, respectively.


 


Section 6.02.    Legal Conditions to Closing.  The Series 2008-A1 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-A1 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.


 


19
















 


Section 6.04.    Further Assurances.  On and after the date of this Agreement, the Series 2008-A1
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 Series 2008-A1 Holders 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 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-A1
Notes and the Indenture Trustee shall pay such amounts to such Series 2008-A1
Holders as part of the increased costs on the Series 2008-A1 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-A1 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.


 


20

















 


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 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 Series 2008-A1 Holders, to the addresses 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


 


21

















 


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


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-A1 Holders and their
respective successors and assigns (including any subsequent Holders of the Series 2008-A1
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-A1
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-A1
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 


 


22

















 


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-A1 Notes.


 


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.  Each of the Series 2008-A1
Holders hereby notifies WEST that, should it be necessary, 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-A1
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 


 


23

















 


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]


 


24

















 


IN WITNESS WHEREOF, the parties have caused this Series 2008-A1
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-A1 Notes,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bradley S. Forsyth

  
	
   

  	
   

  	
  Name: 

  	
  Bradley S.
  Forsyth

  
	
   

  	
   

  	
  Title: 

  	
  Controlling
  Trustee

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION,

  
	
   

  	
  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Nord

  
	
   

  	
   

  	
  Name: 

  	
  Thomas C. Nord

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  BAYERISCHE LANDESBANK,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melanie Feger

  
	
   

  	
   

  	
  Name:

  	
  Melanie Feger

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Lawrynowicz

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Lawrynowicz

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  DEKABANK DEUTSCHE GIROZENTRALE,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Angelika Beyer

  
	
   

  	
   

  	
  Name:

  	
  Angelika Beyer

  
	
   

  	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carsten Grote

  
	
   

  	
   

  	
  Name:

  	
  Carsten Grote

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Officer

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 
















 


	
   

  	
  KFW IPEX-BANK GMBH,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Brehler

  
	
   

  	
   

  	
  Name:

  	
  Thomas Brehler

  
	
   

  	
   

  	
  Title:

  	
  First Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anja Thiem

  
	
   

  	
   

  	
  Name:

  	
  Anja Thiem

  
	
   

  	
   

  	
  Title:

  	
  Project Manager

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  LANDESBANK BADEN-WUERTTEMBERG,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christien Bezner

  
	
   

  	
   

  	
  Name:

  	
  Christien Bezner

  
	
   

  	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bethina Barth

  
	
   

  	
   

  	
  Name:

  	
  Bethina Barth

  
	
   

  	
   

  	
  Title:

  	
  SPM

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  NATIXIS TRANSPORT FINANCE,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean-François
  Lascombe

  
	
   

  	
   

  	
  Name:

  	
  Jean-François
  Lascombe

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alexis Fekete

  
	
   

  	
   

  	
  Name:

  	
  Alexis Fekete

  
	
   

  	
   

  	
  Title:

  	
  Vice-President

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


	
   

  	
  NORDDEUTSCHE LANDESBANK 

  GIROZENTRALE,

  
	
   

  	
  as an initial Series 2008-A1 Holder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Oliver Gruenke

  
	
   

  	
   

  	
  Name:

  	
  Oliver Gruenke

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jens Rieken

  
	
   

  	
   

  	
  Name:

  	
  Jens Rieken

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


Series
2008-A1 Note Purchase and Loan Agreement


 

















 


SERIES
2008-A1 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE
1


 


ADDRESSES OF SERIES 2008-A1 HOLDERS


 


	
  Names of
  Series 2008-A1 Holders

  	
   

  	
  Addresses of Series 2008-A1
  Holders

  
	
   

  	
   

  	
   

  
	
  Bayerische
  Landesbank

  	
   

  	
  Business
  Area Corporates

  Global Asset Finance

  Aircraft Finance

  Brienner Strasse 18

  D-80333 München

  Germany

  
	
   

  	
   

  	
   

  
	
  DekaBank
  Deutsche Girozentrale

  	
   

  	
  Mainzer
  Landtrasse 16

  60325 Frankfurt am Main

  Germany

  
	
   

  	
   

  	
   

  
	
  KfW
  IPEX-Bank GmbH

  	
   

  	
  Attention.:
  Dept.: X4b2  

  Palmengartenstrasse 5-9
  
 60325 Frankfurt am Main  
 Germany

  
	
   

  	
   

  	
   

  
	
  Landesbank
  Baden-Wuerttemberg

  	
   

  	
  6751
  Structured Finance  

  Landesbank Baden-Württemberg
  
 Am Hauptbahnhof 2  
 70173 Stuttgart  
 Germany

  
	
   

  	
   

  	
   

  
	
  NATIXIS
  Transport Finance

  	
   

  	
  BP
  4  

  75060 PARIS Cedex 02  
 France

  
	
   

  	
   

  	
   

  
	
  Norddeutsche
  Landesbank Girozentrale

  	
   

  	
  Attention:
  Aviation Group 2214 / 9930  

  Friedrichswall 10  
 30159 Hannover  
 Germany

  



 

















 


SERIES
2008-A1 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE
2


 


COMMITMENTS OF SERIES 2008-A1 HOLDERS


 


	
  Names of Series 2008-A1 Holders

  	
   

  	
  Initial Outstanding 

  Principal Balance

  	
   

  	
  Individual Commitments

  of Series 2008-A1

  Holders

  	
   

  
	
  Bayerische
  Landesbank

  	
   

  	
  $

  	
  24,134,654

  	
   

  	
  $

  	
  24,134,654

  	
   

  
	
  DekaBank
  Deutsche Girozentrale

  	
   

  	
  $

  	
  48,269,309

  	
   

  	
  $

  	
  48,269,309

  	
   

  
	
  KfW IPEX-Bank
  GmbH

  	
   

  	
  $

  	
  38,615,447

  	
   

  	
  $

  	
  38,615,447

  	
   

  
	
  Landesbank
  Baden-Wuerttemberg

  	
   

  	
  $

  	
  48,269,309

  	
   

  	
  $

  	
  48,269,309

  	
   

  
	
  NATIXIS
  Transport Finance

  	
   

  	
  $

  	
  24,134,654

  	
   

  	
  $

  	
  24,134,654

  	
   

  
	
  Norddeutsche
  Landesbank Girozentrale

  	
   

  	
  $

  	
  28,961,585

  	
   

  	
  $

  	
  28,961,585

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  212,384,958

  	
   

  	
  $

  	
  212,384,958

  	
   

  



 

















 


SERIES 2008-A1 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE
3


 


2008
ENGINES


 


	
  ESN

  	
   

  	
  Manufacturer

  	
   

  	
  Model

  
	
  894329

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  
	
  697496

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/3

  
	
  894328

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  
	
  567323

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C4/P

  
	
  892939

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B26

  
	
  V12471

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  
	
  729086

  	
   

  	
  Pratt & Whitney

  	
   

  	
  PW4062-3

  
	
  V12470

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  
	
  896177

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B/3

  
	
  697519

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/3

  
	
  V12373

  	
   

  	
  International Aero Engines

  	
   

  	
  V2527-A5

  



 


2

















 


SERIES
2008-A1 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 Series 2008-A1
Holders, in satisfaction of one of the conditions for purchase of the Series 2008-A1
Notes and the making of Series 2008-A1 Loans by the Series 2008-A1
Holders under the Series 2008-A1 Note Purchase and Loan Agreement (the “Agreement”), dated as of the date hereof, among Willis Lease
Finance Corporation, WEST, and the Series 2008-A1 Holders, 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-A1
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-B1
Loans are also being made by the Series 2008-B1 Holders under the Series 2008-B1
Note Purchase Agreement in an amount equal to the “Commitments” of the Series 2008-B1
Holders under the Series 2008-B1 Note Purchase Agreement (as defined
therein);


 


(v)     before and after giving
effect to the Series 2008-A1 Loans to be made on the Closing Date and the
acquisition of the 2008 Engines with the proceeds thereof on the Closing Date
and during the Delivery Period, no Senior 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-A1 Notes or the making
of the Series 2008-A1 Loans 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-A1 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 Series 2008-A1 Holders, in satisfaction of one
of the conditions for purchase of the Series 2008-A1 Notes and the making
of Series 2008-A1 Loans by the Series 2008-A1 Holders under the Series 2008-A1
Note Purchase and Loan Agreement (the “Agreement”),
dated as of the date hereof, among Willis Lease Finance Corporation, WEST, and
the Series 2008-A1 Holders, 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: