Exhibit

10.29




 




AMENDED AND RESTATED


GUARANTY




 




This AMENDED AND RESTATED GUARANTY (this “Guaranty”)

dated as of December 13, 2002 is made by WILLIS LEASE FINANCE CORPORATION, a

Delaware corporation (together with its successors and assigns, the

“Guarantor”), in favor of BARCLAYS BANK PLC, a public limited company organized

under the law of England and Wales, in its capacity as Deal Agent (as defined

below) and as a Class B Purchaser (as defined below), and FORTIS BANK

(NEDERLAND) N.V., in its capacity as a Class B Purchaser (as defined below).




 




RECITALS




 




WHEREAS, Willis Engine Funding LLC (“Issuer”) and The

Bank of New York, as Indenture Trustee (the “Indenture Trustee”), are party to

the Indenture dated as of September 12, 2002 as supplemented by the Series 2002-1

Supplement dated as of September 12, 2002 between the Issuer and the Indenture

Trustee (as so supplemented, the “Original Indenture”);




 




WHEREAS, in connection with the Original Indenture and

pursuant to the Class B Note Purchase Agreement dated as of September 12, 2002

(the “Original Class B Note Purchase Agreement”) among the Issuer, the

Guarantor, Barclays Bank PLC (together with its successors and assigns, in such

capacity, an “Original Class B Purchaser”), Fortis Bank (Nederland) N.V.

(together with its successors and assigns, an “Original Class B Purchaser” and

together with Barclays Bank PLC in its capacity as an Original Class B

Purchaser, the “Original Class B Purchasers”) and Barclays Bank PLC, as deal

agent (the “Deal Agent”), the Original Class B Purchasers purchased $20,000,000

aggregate principal amount of notes entitled Willis Engine Funding LLC Secured

Notes, Series 2002-1 Class B (the “Original Class B Notes”);




 




WHEREAS, in order to induce the Original Class B

Purchasers to purchase the Original Class B Notes, the Guarantor executed the

Guaranty dated as of September 12, 2002 (the “Original Guaranty”; and, together

with the Original Indenture, the Original Class B Note Purchase Agreement and

the Original Class B Notes, the “Original Transaction Documents”) for the

benefit of the Deal Agent and the Original Class B Purchasers;




 




WHEREAS, the Indenture Trustee, the Issuer, the

Guarantor, the Original Class B Purchasers and the Deal Agent have agreed to

amend and restate each of the Original Transaction Documents (the Original

Indenture as so amended and restated and as hereafter amended, restated,

supplemented or modified, the “Restated Indenture”);




 




WHEREAS, in connection with the amendment and

restatement of the Original Transaction Documents, the Issuer, the Guarantor,

Barclays Bank PLC (together with its successors and assigns, in such capacity,

the “Subclass B-2 Purchaser”; and, together with the Original Class B

Purchasers, the “Class B Purchasers”) and the Deal Agent have entered into the

Subclass B-2 Note Purchase Agreement dated as of even date herewith (the

“Subclass B-2 Note Purchase Agreement”) pursuant to which the Issuer has agreed

to sell and the Subclass B-2 Purchaser has agreed to purchase up to $5,000,000

aggregate principal amount of notes entitled Willis Engine Funding LLC Secured

Notes Series 2002-1 Subclass B-2 (the “Subclass B-2




 




 




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Notes”; and, together with the Original Class B Notes,

as the same are amended and restated, the “Class B Notes”);




 




WHEREAS, it is a condition to the effectiveness the

Subclass B-2 Note Purchase Agreement and of the amendment and restatement of

the Original Transaction Documents that the Guarantor amend and restate the

Original Guaranty in the form provided herein; and




 




WHEREAS, Guarantor is the owner of all of the capital

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

the amendment and restatement of the Original Transaction Documents and the

purchase of the Subclass B-2 Notes by the Subclass B-2 Purchaser.




 




NOW, THEREFORE, in consideration of the foregoing

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

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

hereto do hereby agree as follows:




 




AGREEMENT




 




Section

1.                                          Definitions.  Capitalized

terms used herein shall have the following meanings:




 




Guaranty

Amount:  As of any date of determination, an amount

equal to the excess of (A) the lesser of (i) the Class B Note Principal Balance

as of such date and (ii) 10% of the Outstanding Obligations as of such date

over (B) the Guaranty Deduction Amount as of such date.




 




Guaranty

Deduction Amount:  As of any date of determination, an amount

equal to the sum of (a) any amounts prior to or as of such date paid by

Guarantor pursuant to the Indemnification Agreement and (b) any amounts prior

to or as of such date paid by Guarantor to lessees, sublessees or other Persons

pursuant to the Guarantor’s obligations as surety with respect to the

obligations of Issuer or any Owner Trustee pursuant to any Lease.




 




Indebtedness: 

With respect to any Person means, without duplication, (a) any

obligation of such Person for borrowed money, including, without limitation,

(i) any obligation incurred through the issuance and sale of bonds, debentures,

notes or other similar debt instruments, and (ii) any obligation for borrowed

money which is non-recourse to the credit of such Person but which is secured

by any asset of such Person, (b) any obligation of such Person on account of

deposits or advances, (c) any obligation of such Person for the deferred

purchase price of any property or services, except accounts payable arising in

the ordinary course of such Person’s business, (d) any obligation of such

Person as lessee under a capital lease, (e) any Indebtedness of another secured

by a Lien on any asset of such Person, whether or not such Indebtedness is

assumed by such Person and (f) any obligation in respect of interest rate or

foreign exchange hedging agreements.




 




Indemnification

Agreement:  The Indemnification Agreement dated as of

September 12, 2002 between the Guarantor and the Indenture Trustee.




 




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All other capitalized terms not otherwise defined

herein have the meanings set forth in the Restated Indenture.




 




Section

2.                                          Acknowledgment; Guaranty.  Guarantor

hereby unconditionally, absolutely and irrevocably guarantees to the Class B

Purchasers, up to an amount not exceeding the Guaranty Amount (items (i)

through (iii) collectively, the “Guaranteed Indebtedness”): (i) the full and

prompt payment of the principal balance of the Class B Notes and the

indebtedness represented thereby as and when due or at such earlier date as may

result from the acceleration thereof as a result of the occurrence of an Early

Amortization Event or an Event of Default under the terms of the Indenture;

(ii) the full and prompt payment of the interest on the outstanding principal

balance of the Class B Notes as and when due or at such earlier date as may

result from the acceleration thereof following an Early Amortization Event or

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

prompt payment of an amount equal to each and all of the payments and other

sums, when and as the same shall become due, required to be paid by the Issuer

to the Class B Purchasers under the terms of the Indenture.




 




Section

3.                                          Guaranty Unconditional.  The

obligations of Guarantor hereunder are irrevocable, absolute and unconditional,

irrespective of the value, genuineness, regularity, validity or enforceability

of the Guaranteed Indebtedness or any other circumstances which might otherwise

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

counterclaim, reduction or diminution of an obligation, or any defense of any

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

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

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

hereunder to Guarantor against the Class B Purchasers.




 




Section

4.                                          Payments.  All payments

to be made by Guarantor to or for the benefit of the Class B Purchasers

hereunder shall be made, in accordance with the written direction of each of

the Class B Purchasers, by wire transfer in lawful money of the United States

of America, in immediately available funds, and shall be accompanied by a

notice from Guarantor stating that such payments are made under this Guaranty.




 




Section

5.                                          Representations, Warranties and Covenants.  Guarantor hereby represents and warrants to the Class

B Purchasers that:




 




(a)                                  The Guarantor is a corporation duly

organized, validly existing and in good standing under the laws of the state of

its incorporation, has full corporate power to own its assets and to engage in

the activities in which it is now engaged and is duly qualified and in good

standing under the laws of each jurisdiction where the conduct of its

activities requires such qualification, if the failure to so qualify would have

a material adverse effect on the condition (financial or otherwise) of the

Guarantor;




 




(b)                                 The Guarantor has full power, authority

and legal right to execute, deliver and perform this Guaranty and has taken all

necessary action to authorize the execution, delivery and performance by it of

this Guaranty.  No consent, license,

permit, approval or authorization of, exemption by, notice or report to, or

registration, filing or declaration with, any Governmental Authority is

required for the execution, delivery and performance by the Guarantor of this




 




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Guaranty which has not been obtained, made, given or

accomplished. This Guaranty has been duly executed and delivered by a duly

authorized representative of the Guarantor, and this Guaranty constitutes the

valid, legal and binding obligations of the Guarantor, enforceable against the

Guarantor in accordance with its respective terms, except as such enforcement

may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or

other similar laws affecting creditors’ rights generally and (B) general

principles of equity (regardless of whether such enforcement is considered in a

proceeding in equity or at law);




 




(c)                                  The execution, delivery and performance

by the Guarantor of this Guaranty will not violate any provision of any law or

regulation applicable to the Guarantor, or of any order, judgment, award or

decree of any court, arbitrator or Governmental Authority applicable to the

Guarantor or the organizational documents of the Guarantor or any mortgage,

indenture, lease, contract or other agreement, instrument or undertaking to

which the Guarantor is a party or by which the Guarantor or any of its assets

may be bound, and will not result in, or require, the creation or imposition of

any lien on any of its property, assets or revenues pursuant to the provisions

of any such mortgage, indenture, lease, contract or other agreements,

instrument or undertaking;




 




(d)                                 No litigation, investigation or

administrative proceeding of or before any court, arbitrator or governmental

authority is pending or, to the Guarantor’s knowledge, threatened against the

Guarantor which if decided adversely to the Guarantor, would materially affect

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

Guarantor, or the ability of the Guarantor to perform its obligations under

this Guaranty;




 




(e)                                  All approvals, authorizations, consents,

orders or other actions of any person, corporation or other organization, or of

any court, governmental agency or body or official, required in connection with

the execution, delivery and performance of this Guaranty by the Guarantor, have

been taken or obtained on or prior to the Effective Date;




 




(f)                                    The financial statements of Guarantor

dated as of December 31, 2001 (audited), a copy of which have been furnished to

the Deal Agent, fairly present the financial position and results of operations

for Guarantor for the dates and periods purported to be covered thereby, all in

accordance with GAAP, and there has been no Material Adverse Change in the

financial position or operations of Guarantor since the date of such financial

statements; and




 




(g)                                 Guarantor is not insolvent as of the

Effective Date and the incurrence of Guarantor’s obligations under this

Guaranty will not cause Guarantor: (i) to become insolvent; (ii) to be left

with unreasonably small capital for any business or transaction in which

Guarantor is presently engaged or plans to be engaged; or (iii) to be unable to

pay its debts as such debts mature.




 




Section

6.                                          Consents.  Guarantor

hereby consents that any or all of the following actions may be taken or things

done without notice to Guarantor and without affecting the liability of

Guarantor under this Guaranty:




 




A.                                   The time for Issuer’s performance of or

compliance with any of the terms of the Guaranteed Indebtedness may be

accelerated (upon an Event of Default), or extended or such




 




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performance or compliance may be waived by the Deal

Agent (including, without limitation, the renewal, extension, acceleration

(upon an Event of Default) or other change in the time of payment, or other

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

rate of interest thereon); and




 




B.                                     The terms of any of the Guaranteed

Indebtedness or any term or condition in the Indenture may be amended as

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

purpose of adding any provisions thereto or changing in any manner the rights

or obligations of Issuer and/or Deal Agent thereunder.




 




Section

7.                                          Due Diligence.  Guarantor

acknowledges that it has, independently of and without reliance on the Deal

Agent, made its own credit analysis of Issuer and performed its own legal

review of this Guaranty, the Indenture, the Contribution and Sale Agreement,

each Class A Note Purchase Agreement, each Class B Note Purchase Agreement and

the Related Documents and all related documents and filings, and Guarantor is

not relying on the Deal Agent with respect to any of the aforesaid items.

Guarantor has established adequate means of obtaining from Issuer on a

continuing basis financial and other information pertaining to Issuer’s

financial condition. Guarantor agrees to keep adequately informed from such

means of any facts, events or circumstances which might in any way affect

Guarantor’s risks hereunder, and Guarantor further agrees that the Deal Agent

shall have no obligation to disclose to Guarantor information or material with

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

Issuer.




 




Section

8.                                          Tolling of Statute of Limitations. 

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

the Guaranteed Indebtedness or other acts which tolls any statute of

limitations applicable to the Guaranteed Indebtedness shall also toll the

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




 




Section

9.                                          Waiver.  Guarantor hereby expressly

waives diligence, presentment, demand for payment, protest, benefit of any

statute of limitations affecting Issuer’s liability under the Class B Notes or

the Indenture or the enforcement of this Guaranty, discharge due to any

disability of Issuer, any defenses of Issuer to its obligations under the Class

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

Notes or the Indenture or from a material breach thereof by Deal Agent or a

Class B Purchaser which under the law has the effect of discharging Issuer from

the Guaranteed Indebtedness as to which this Guaranty is sought to be enforced,

the benefit of any act or omission by the Deal Agent or a Class B Purchaser

that directly or indirectly results in or aids the discharge of Issuer from any

of the Guaranteed Indebtedness by operation of law or otherwise, all notices

whatsoever, including, without limitation, notice of acceptance of this

Guaranty and the incurring of the Guaranteed Indebtedness, and any requirement

that the Deal Agent or a Class B Purchaser exhaust any right, power or remedy

or proceed against Issuer, the Collateral or any other guarantor of, or any

other Person liable for, any of the Guaranteed Indebtedness, or any portion thereof.

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

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

Purchaser file suit or proceed to assert or obtain a claim for personal

judgment against Issuer for the Guaranteed Indebtedness, or to make any effort

at collection or enforcement of the Guaranteed Indebtedness from Issuer or file

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

Guarantor or any other guarantor or other




 




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party liable for the Guaranteed Indebtedness or make

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

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

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

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

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

Guarantor under this Guaranty.




 




Section

10.                                   Certain Rights.  In pursuing

their rights under this Guaranty, the Class B Purchasers need not join

Guarantor in any suit against Issuer or join Issuer in any suit against

Guarantor.




 




Section

11.                                   Continuing Guaranty.  This Guaranty

shall be a continuing guaranty and any other guarantors of all or a portion of

the Guaranteed Indebtedness may be released without affecting the liability of

Guarantor hereunder.




 




Section

12.                                   Indemnity.  In addition

to and without limiting or impairing in any manner whatsoever Guarantor’s other

obligations under this Guaranty or any other document executed and delivered by

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

indemnify the Deal Agent and the Class B Purchasers from and against any and

all costs, expenses, losses and liabilities relating to claims by any third

parties growing out of or resulting from transactions contemplated by this

Guaranty (including, without limitation, enforcement of this Guaranty).




 




Section

13.                                   Notice.  The Deal Agent shall provide

Guarantor with a copy of any notice of default to Issuer as provided under the

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

to Guarantor will not exonerate Guarantor of any Guaranteed Indebtedness. All

notices and communications under this Agreement shall be in writing personally

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

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

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

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

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

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

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

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

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

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

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

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

effective on the next succeeding Business Day.




 




Section

14.                                   Reinstatement. 

Notwithstanding any provision in the Indenture or the Class B Notes to

the contrary, the liability of Guarantor hereunder shall be reinstated and

revived and the rights of the Class B Purchasers shall continue if and to the

extent that for any reason any payment by or on behalf of Issuer is rescinded

or must be otherwise restored by the Class B Purchasers, whether as a result of

any proceedings in bankruptcy or reorganization or otherwise, all as though

such amount had not been paid.  The

determination as to whether any such payment must be rescinded or restored

shall be made by the Class B Purchasers in their sole discretion; provided,

however, that if the Class B Purchasers choose to contest any such matter at

the request of Guarantor, Guarantor agrees to indemnify and hold harmless the

Class B Purchasers




 




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from all costs and expenses (including, without

limitation, attorneys’ fees) related to such request.




 




Section

15.                                   No Waiver, Amendments, Etc.  No failure on

the part of the Class B Purchasers to exercise, no delay in exercising and no

course of dealing with respect to, any right hereunder shall operate as a

waiver thereof; nor shall any single or partial exercise of any right hereunder

preclude any other or further exercise thereof or the exercise of any other

right. The remedies herein provided are cumulative and not exclusive of any

remedies provided by law.  This Guaranty

may not be amended or modified except by written agreement between the

Guarantor and the Class B Purchasers and no consent or waiver hereunder shall

be valid unless in writing and executed in accordance with the provisions of

this Guaranty.




 




Section

16.                                   Compromise and Settlement.  No

compromise, settlement, release, renewal, extension, indulgence, change in,

waiver or modification of any of the terms of the Guaranteed Indebtedness or

the release of Guarantor or discharge of Issuer or Guarantor from the

performance of any of the terms of the Guaranteed Indebtedness shall release or

discharge Guarantor from this Guaranty.




 




Section

17.                                   Insolvency.  The voluntary

or involuntary liquidation, dissolution, sale or other disposition of all or

substantially all the assets and liabilities, receivership, insolvency,

bankruptcy, assignment for the benefit of creditors, reorganization, or other

proceeding affecting Issuer or Guarantor or the disaffirmance of the Class A

Notes, the Class B Notes or the Indenture, or Guarantor’s obligations hereunder

in any such proceeding shall not release or discharge Guarantor from this

Guaranty.




 




Section

18.                                   Expenses.  In addition

to its guaranty hereunder of the Guaranteed Indebtedness, Guarantor hereby

agrees to pay all costs and expenses, including, without limitation, attorneys’

fees, paid or incurred by the Class B Purchasers in collection or enforcing any

or all of the Guaranty Amount or in connection with the enforcement of this

Guaranty and in which the Class B Purchasers are the prevailing party.




 




Section

19.                                   Entire Agreement.  This Guaranty

and all documents mentioned or contemplated herein constitute and contain the

entire agreement of the parties and supersede any and all prior and

contemporaneous agreements, negotiations, correspondence, understandings and

communications between the parties, whether written or oral, respecting the

subject matter hereof.




 




Section

20.                                   Severability.  If any

provision of this Guaranty is held to be unenforceable for any reason, it shall

be adjusted, if possible, rather than voided in order to achieve the intent of

the parties to the extent possible. In any event, all other provisions of this

Guaranty shall be deemed valid and enforceable to the full extent possible.




 




Section

21.                                   Subordination of Indebtedness.  Any Indebtedness

or other obligation of Issuer now or hereafter held by or owing to Guarantor is

hereby subordinated in time and right of payment to all obligations of Issuer

to the Class B Purchasers; and such Indebtedness of Issuer to Guarantor is

assigned to the Class B Purchasers, as collateral security for this Guaranty

and the Guaranteed Indebtedness, and if the Class B Purchasers so request,

shall be collected, enforced




 




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and received by Guarantor in trust for the Class B

Purchasers, and be paid over to the Class B Purchasers, on account of the

Outstanding Obligations of Issuer to the Class B Purchasers, but without

reducing or affecting in any manner the liability of Guarantor under the other

provisions of this Guaranty. Any notes now or hereafter evidencing such

Indebtedness of Issuer to Guarantor shall be marked with a legend that the same

are subject to this Guaranty and shall be delivered to the Class B

Purchasers.  Guarantor will, and the

Deal Agent is hereby authorized, in the name of Guarantor from time to time, to

execute and file financing statements and continuation statements and execute

such other documents and take such other action as Deal Agent deems necessary

or appropriate to perfect, preserve and enforce its rights hereunder.  Notwithstanding the foregoing, the right of

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

Advances is not subordinated except as may be provided in Section 3.2 of the

Series 2002-1 Supplement.




 




Section

22.                                   No Petition.  Guarantor

hereby covenants that it will not institute against the Issuer any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceedings, or other

proceedings under any federal or state bankruptcy or similar law, at any time

other than on a date which is at least one year and one day after the last date

on which any Note under any Series was Outstanding.




 




Section

23.                                   Assignment; Governing Law.  This Guaranty

shall be binding upon and inure to the benefit of Guarantor and the Class B

Purchasers and each of their respective successors and assigns, except that

Guarantor shall not have the right to assign its rights hereunder or any

interest herein unless authorized by a writing executed by the Class B

Purchasers. The Guarantor hereby consents (a) to the Class B Purchasers

enforcing their rights and remedies hereunder and/or any other Owner or (b) to

the assignment of all of the Class B Purchasers rights and remedies hereunder

to any subsequent Noteholder or to the trustee under the Indenture. This

Guaranty shall be governed by, and construed in accordance with, the laws of

the State of New York, without regard to the conflicts of laws principles of

such jurisdiction.




 




Section

24.                                   Consent to Jurisdiction.  Guarantor hereby

irrevocably consents to the non-exclusive personal jurisdiction o f the state

and federal courts located in New York County, New York, solely for purposes of

any action, claim or other proceeding arising out of any dispute in connection

with this Guaranty, any rights or obligations hereunder or thereunder or the

performance of such rights and obligations. 

Guarantor hereby irrevocably consents to the service of a summons and

complaint and other process in any action, claim or proceeding brought by the

Class B Purchasers in connection with this Guaranty, any rights or obligations

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

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

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

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

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

of any other jurisdictions.




 




Section

25.                                   Termination of Guaranty.  This Guaranty

shall terminate upon payment in full of the Class B Notes and fulfillment of

all other Guaranteed Indebtedness in full; provided, however, this Section

shall not affect the obligations of Guarantor pursuant to Section 14 of this

Guaranty.




 




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Section

26.                                   Waiver of Jury Trial. 

THE GUARANTOR AND THE CLASS B PURCHASERS HEREBY IRREVOCABLY WAIVE THEIR

RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER

PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY

RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS

AND OBLIGATIONS.




 




Section

27.                                   Waiver of Specific Rights. GUARANTOR HEREBY IRREVOCABLY

WAIVES AND RELEASES ANY AND ALL RIGHTS IT MAY HAVE AT ANY TIME (WHETHER ARISING

DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW, CONTRACT OR OTHERWISE) TO REQUIRE

THE MARSHALING OF ANY ASSETS OF ISSUER, WHICH RIGHT OF MARSHALING MIGHT

OTHERWISE ARISE FROM ANY SUCH PAYMENTS MADE OR OBLIGATIONS PERFORMED.




 




Section

28.                                   Subordination of Specific Rights. 

Guarantor hereby agrees that for so long as the Guaranteed Indebtedness

is outstanding, it shall not take any action to enforce any claim, right or

remedy which Guarantor may have against Issuer that arises hereunder, including

without limitation any claim, remedy or right of subrogation, reimbursement,

exoneration, or indemnification. Guarantor further agrees that any claim, right

or remedy which Guarantor may have against Issuer that arises hereunder,

including without limitation any claim, remedy or right of subrogation,

reimbursement, exoneration, or indemnification, shall be subordinated to the

prior payment of the Guaranteed Indebtedness.




 




Section

29.                                   Transfer.  In the event

of any transfer of any Class B Note, all rights of the transferor of such Class

B Note under this Guaranty in respect of such Class B Note shall, once the

transferee of such Class B Note has become the registered Holder of such Class

B Note, shall be assigned to, and shall be enforceable by, such transferee.




 




Section

30.                                   General Interpretive Principles. 

For purposes of this Guaranty except as otherwise expressly provided or

unless the context otherwise requires:




 




A.                                   the terms defined in this Guaranty have

the meanings assigned to them in this Guaranty and include the plural as well

as the singular, and the use of any gender herein shall be deemed to include

the other gender;




 




B.                                     accounting terms not otherwise defined

herein have the meanings assigned to them in accordance with Generally Accepted

Accounting Principles as in effect on the date hereof;




 




C.                                     references herein to “Sections”,

“Subsections”, “paragraphs”, and other subdivisions without reference to a

document are to designated Sections, Subsections, paragraphs and other

subdivisions of this Guaranty;




 




D.                                    a reference to a Subsection without

further reference to a Section is a reference to such Subsection as contained

in the same Section in which the reference appears, and this rule shall also

apply to paragraphs and other subdivisions;




 




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E.                                      the words “herein”, “hereof’, “hereunder”

and other words of similar import refer to this Guaranty as a whole and not to

any particular provision; and




 




F.                                      the term “include” or “including” shall

mean without limitation by reason of enumeration.




 




Section

31.                                   Effect on Original

Guaranty.  The Issuer and each Class B Purchaser hereby

agree that as of the Effective Date the terms and provisions of the Original

Guaranty shall be and hereby are amended and restated in their entirety by the

terms and provisions of this Guaranty. 

Except as expressly set forth herein, this Guaranty shall not limit,

impair or otherwise affect the rights or remedies of any of the Class B

Purchasers under the Original Guaranty, and shall not amend, modify or

otherwise affect any of the terms and conditions contained in the Original

Guaranty, all of which are hereby ratified and confirmed and shall continue in

full force and effect.




 




[The Remainder of this

Page is Intentionally left Blank]




 




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IN

WITNESS WHEREOF,

Guarantor has executed and delivered this Guaranty as of the date first written

above.




 




 




	

   


  	

  WILLIS LEASE FINANCE CORPORATION


  as Guarantor


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By


  	

   


  	

  /s/ DONALD A. NUNEMAKER


  	

   


  
	

   


  	

   


  	

   


  	

  Name:


  	

  Donald A. Nunemaker


  
	

   


  	

   


  	

   


  	

  Title:


  	

  Executive Vice President


  Chief Operating Officer


  
							





 




	

  ACCEPTED AND AGREED TO:


  
	

   


  	

   


  	

   


  
	

  BARCLAYS

  BANK PLC


  as Deal Agent and as a Class B Purchaser


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ PIERRE DULEYRIE


  	

   


  
	

   


  	

   


  	

  Name:  Pierre

  Duleyrie


  	

   


  
	

   


  	

   


  	

  Title:   

  Director


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  FORTIS

  BANK (NEDERLAND) N.V.


  as a Class B Purchaser


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ M.H. SCHIPPER


  	

   


  
	

   


  	

   


  	

  Name:  M.H.

  Schipper


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  
					





 




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