Exhibit 10.38


 


EXECUTION VERSION


 


REDACTED
COPY


Portions of this Exhibit 10.38
have been omitted pursuant to a confidential treatment request. The omitted
material has been filed separately with the Securities and Exchange Commission.


 




 





 


WILLIS ENGINE SECURITIZATION TRUST,


Issuer


 


and


 


WILLIS LEASE FINANCE CORPORATION,

Servicer


 


 


and


 


FORTIS CAPITAL CORP.


and HSH NORDBANK AG,


as Series B2 Note Holders


 










 


SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT


 


Dated as of August 9, 2005


 










 


SERIES B2 NOTES


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Other Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  PURCHASE AND SALE

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Sale and Delivery of the Series B2 Notes

  	
   

  
	
  Section 2.02.

  	
  Funding of Loans

  	
   

  
	
  Section 2.03.

  	
  Increase or Decrease in Maximum Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  CONDITIONS PRECEDENT TO
  OBLIGATION OF THE SERIES B2 NOTEHOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Conditions Precedent to Issuance of Series B2
  Notes

  	
   

  
	
  Section 3.02.

  	
  Conditions Precedent on Initial Closing Date

  	
   

  
	
  Section 3.03.

  	
  Conditions Precedent To Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES
  OF WEST AND WILLIS

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Representations and Warranties of WEST

  	
   

  
	
  Section 4.02.

  	
  Representations and Warranties and Agreements of
  Willis

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES OF THE SERIES B2 NOTEHOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Authority, etc. 

  	
   

  
	
  Section 5.02.

  	
  Securities Act

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  OTHER COVENANTS

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Securities Act

  	
   

  
	
  Section 6.02.

  	
  Legal Conditions to Closing

  	
   

  



 





















 


	
  Section 6.03.

  	
  Expenses and Fees

  	
   

  
	
  Section 6.04.

  	
  Mutual Obligations

  	
   

  
	
  Section 6.05.

  	
  Pledge to Liquidity
  Providers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  	
   

  	
   

  
	
  INDEMNIFICATION

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Indemnification by WEST

  	
   

  
	
  Section 7.02.

  	
  Indemnification by Willis

  	
   

  
	
  Section 7.03.

  	
  Procedure

  	
   

  
	
  Section 7.04.

  	
  Defense of Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Amendments

  	
   

  
	
  Section 8.02.

  	
  Notices

  	
   

  
	
  Section 8.03.

  	
  No Waiver; Remedies

  	
   

  
	
  Section 8.04.

  	
  Binding Effect; Assignability

  	
   

  
	
  Section 8.05.

  	
  GOVERNING LAW; JURISDICTION

  	
   

  
	
  Section 8.06.

  	
  No Proceedings

  	
   

  
	
  Section 8.07.

  	
  Execution in Counterparts

  	
   

  
	
  Section 8.08.

  	
  Limited Recourse

  	
   

  
	
  Section 8.09.

  	
  Survival

  	
   

  
	
  Section 8.10.

  	
  Appointment of Agent for
  Service of Process

  	
   

  



 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Maximum Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  Addresses of Series B2 Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Loan Request

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of Assignment and Assumption

  	
   

  



 


i





















 


SERIES
B2 NOTE PURCHASE AND LOAN AGREEMENT (“Series B2
Note Purchase Agreement”) dated as of August 9, 2005, among
WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION,
a Delaware corporation (the “Servicer”),
FORTIS CAPITAL CORP., a Connecticut Corporation (“Fortis”), and HSH NORDBANK, AG, a German banking corporation
(“HSH” and together with Fortis,
the initial “Series B2 Noteholders”).


 


PREAMBLE


 


WHEREAS,
WEST has entered into the Indenture, dated as of August 9, 2005 (the “Indenture”), with Deutsche Bank Trust
Company Americas, a New York banking corporation (“Deutsche Bank”), as indenture trustee (“Indenture Trustee”); and


 


WHEREAS,
WEST and the Indenture Trustee have entered into the Series B2 Supplement
to the Indenture, dated as of August 9, 2005 (the “Series B2 Supplement”), pursuant to
which WEST is to issue the Series B2 Notes in an initial aggregate Maximum
Principal Balance of $100,000,000;


 


WHEREAS,
the Series B2 Noteholders are willing to make loans to WEST on the Initial
Closing Date and from time to time thereafter until the occurrence of a
Conversion Event, and the obligation of WEST to repay such Loans will be
represented by the Series B2 Notes;


 


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


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.                             Definitions.  (a)  Capitalized terms used herein and
not otherwise defined 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.


 


“Assignment and Assumption” means an
Assignment and Assumption Agreement, substantially in the form of Exhibit B
attached hereto, pursuant to which the transferee of a Series B2 Note
agrees to make Series B2 Loans to the extent of the Unused Commitment
allocable to the Series B2 Note that is transferred to such transferee.


 


“Buyer” has the meaning set forth in Section 3.03(m).


 


“Commercial Paper Notes” means commercial
paper notes issued by, or on behalf of, a CP Noteholder for the purpose of
funding or maintaining its Loans to WEST and its holding of its Series B2
Note, including all such commercial paper notes so issued to re-finance matured
commercial paper notes issued by, or on behalf of, such CP Noteholder that were
originally issued to finance or maintain such CP Noteholder’s Loans to WEST and
such holding.


 





















 


“Conversion Date” means July 31, 2007
or such later date to which the Conversion Date may be extended (if extended)
in the sole discretion of the Series B2 Note Purchasers in accordance with
the terms of Section 2.03(b) hereof.


 


“CP Noteholder” means any Series B2
Noteholder that will fund or maintain its Loans and its holding of its Series B2
Note with the issuance of Commercial Paper Notes.


 


“Eligible Transferee” means (i) an
Affiliate of a Series B2 Noteholder, or (ii) any other then existing Series B2
Noteholder, or (iii) a commercial bank, insurance company or other
financial institution that (x) complies with the transfer provisions of Section 2.11
of the Indenture, and (y) if such transfer is to occur prior to the Conversion
Date, such transferee in the reasonable determination of WEST, has the
capability to make Loans to WEST up to the Unused Commitment in respect of the Series B2
Note being transferred to such financial institution and is otherwise
reasonably acceptable to WEST, as evidenced to the Indenture Trustee in writing
(which approval shall not be unreasonably withheld or delayed).


 


“Engine Information” means, with respect
to any Engine, the manufacturer, type and model of such Engine, and
manufacturer’s serial numbers of such Engine.


 


“Funding Date” means as to any Loan, the
Business Day that is specified in the Funding Request for such Loan in
accordance with Section 2.02 hereof.


 


“Funding Date Engine” has the meaning set
forth in Section 3.03(l).


 


“Funding Request” means a written request
by WEST to obtain Loans from the Series B2 Noteholders, such notice to be
in the form of Exhibit A hereto and to conform to requirements of Section 2.02
hereof.


 


“Indemnified Party” has the meaning specified
in Section 7.01 hereof.


 


“Indenture” means the Indenture, as
supplemented by the Supplements, including the Series B2 Supplement, as
the same may be amended and supplemented from time to time.


 


“Liquidity Agreement” means any agreement
to which a CP Noteholder is a party and under which one or more Liquidity
Providers has agreed to purchase from such CP Noteholder the Series B2
Notes held by such CP Noteholder and to assume such CP Noteholder’s obligation
to make Loans in an amount up to the Unused Commitment of such CP Noteholder.


 


“Liquidity Provider” means any financial
institution that is an Eligible Transferee and a party to a Liquidity Agreement
with a CP Noteholder.


 


“Loans” means the Series B2 Loans and
the Series A2 Loans.


 


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


 


“Maximum Commitment” shall mean (a), for
all Series B2 Noteholders, $13,558,400 in the aggregate, which amount may
be increased up to $21,428,521 as provided in Section 2.03(d) of the Series B2
Supplement and Section 2.03(c) hereof, and (b), for each Series A2
Noteholder,


 


2





















 


the amount set forth
opposite the name of such Series B2 Noteholder in Schedule 1 attached
hereto, increased proportionately in the event of any increase in the aggregate
Maximum Commitment described in clause (a) of this definition.


 


“Maximum Principal Balance” shall mean,
with respect to any Warehouse Note, the maximum amount that WEST may borrow
from the holder of such Warehouse Note, which shall be equal to the Maximum
Commitment of such holder.


 


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


 


“Series A Notes” means, collectively,
(a) the $100,000,000 in maximum principal amount of WEST’s Series A2
Notes dated August 9, 2005 and issued pursuant to this Series A2 Note
Purchase Agreement and the Series A2 Supplement and (b) the
$200,000,000 in stated principal amount of WEST’s Series A1 Notes dated August 9,
2005 and issued pursuant to the Series A1 Note Purchase Agreement and the Series A1
Supplement.


 


“Series A2 Loan” means, individually
or in the aggregate, a loan to WEST by the Holder or Holders of the Series A2
Notes pursuant to the Series A2 Supplement and the Series A2 Note
Purchase Agreement.


 


“Series A2 Noteholder” means,
initially, Fortis and HSH and, at any time of determination for the Series A2
Notes thereafter, any person in whose name a Series A2 Note is registered
in the Register.


 


“Series A2 Note Purchase Agreement”
means this Series A2 Note Purchase and Loan Agreement, dated as of August 9,
2005, among WEST, Willis and the Series A2 Noteholders, as may be amended,
modified or supplemented from time to time in accordance with its terms.


 


“Series A2 Supplement” means the Series A2
Supplement dated as of August 9, 2005, between WEST and the Indenture
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“Series B Notes” means, collectively,
(a) the $28,276,878 in stated principal amount of WEST’s Series B1
Notes dated August 9, 2005 and issued pursuant to the Series B1 Note
Purchase Agreement and the Series B1 Supplement, and (b) the
$13,558,400 in maximum principal amount of WEST’s Series B2 Notes dated August 9.
2005 and issued pursuant to the Series B2 Note Purchase Agreement and the Series B2
Supplement.


 


“Series B2 Loan” means a funding by
the Series B2 Noteholder of a loan to WEST pursuant to Article II
hereof.


 


“Series B2 Note Purchase Agreement”
means the Series B2 Note Purchase and Loan Agreement, dated as of August 9,
2005, among WEST, Willis and the Series B2 Noteholders as may be amended,
modified or supplemented from time to time in accordance with its terms.


 


“Series B2 Noteholders” means, on the
Closing Date, Fortis and HSH and, at any time of determination thereafter, any
person in whose name a Series B2 Note is registered in the Register.


 


3





















 


“Series B2 Related Documents” means
the Series B2 Transaction Documents and the Related Documents, as the same
may be amended, supplemented, restated, replaced or otherwise modified from
time to time.


 


“Series B2 Supplement” means the Series B2
Supplement to the Indenture, dated as of August 9, 2005, between WEST and
the Indenture Trustee as may be amended, modified or supplemented from time to
time in accordance with its terms.


 


“Third Party Claim” has the meaning
specified in Section 7.01 hereof.


 


Section 1.02.                             Other
Definitional Provisions.  The
conventions of construction and usage set forth in Section 1.02 of the
Indenture are hereby incorporated by reference in this Supplement.


 


ARTICLE II


 


PURCHASE AND
SALE


 


Section 2.01.                             Sale
and Delivery of the Series B2 Notes. 
In reliance on the representations, warranties and agreements and on the
terms and conditions set forth herein and in the Indenture and the Series B2
Supplement, WEST agrees to sell, and each of the Series B2 Noteholders
severally and not jointly agrees to purchase, on the Initial Closing Date, a Series B2
Note with the Maximum Principal Balance for each Series B2 Noteholder set
forth in Schedule 1 (which Maximum Principal Balances may be increased
pursuant to Section 2.03(a) hereof and Section 2.03(d) of
the Series B2 Supplement).  The Series B2
Notes shall be duly executed by WEST, duly authenticated by the Indenture
Trustee and registered in the names of the Series B2 Noteholders.  The actual Outstanding Principal Balance of
each Series B2 Note will be equal to the principal amount of the Loans
made by the holder thereof from time to time in accordance with the terms
hereof and of the Series B2 Supplement minus any payments of the principal
amount of the Series B2 Notes made in accordance with the terms thereof
and the Series B2 Supplement and the Indenture.


 


Section 2.02.                             Funding
of Loans.  (a)  On the terms and
conditions hereinafter set forth, each Series B2 Noteholder severally and
not jointly agrees that it will make Loans to WEST, on the Initial Closing Date
and from time to time thereafter until the occurrence of a Conversion Event,
upon the receipt of a Funding Request from WEST and otherwise as provided in
this Section 2.02 and in each subject to satisfaction of the applicable
conditions precedent set forth in Article III hereof and in Article IV
of the Series B2 Supplement, in a total amount outstanding at any time up
to its Maximum Commitment.  It is
expressly understood and agreed that WEST shall not have any right to receive,
and each Series B2 Noteholder shall not have any obligation to disburse,
(x) any amount in excess of the Maximum Commitment of such Series B2
Noteholder or (y) any amount whatsoever on or after the date on which a
Conversion Event occurs.  Under no
circumstances shall the Series B2 Noteholders fund any Loans if after
giving effect to such Loans, (i) the aggregate Series B2 Note
Outstanding principal balance outstanding hereunder would either (A) exceed
the Series B2 Maximum Commitment or (B) result in a Senior Borrowing
Base Deficiency or (ii) the Aggregate Note Principal Balance would exceed
the Maximum Borrowing Base.


 


4





















 


(b)                                 On
the Initial Closing Date, each of the Series B2 Noteholders shall, upon
satisfaction of the applicable conditions set forth in Sections 3.02 and 3.03
hereof, make a Loan to WEST in the amount set forth beside its name on Schedule 1.


 


(c)                                  On
any Business Day after the Initial Closing Date and prior to the date on which
a Conversion Event occurs, each of the Series B2 Noteholders agrees that
it shall make a Loan to WEST in the amount specified in a Funding Request
delivered to the Series B2 Noteholders by WEST at least three Business
Days prior to the Funding Date set forth in such Funding Request, which shall
specify (i) the aggregate amount of the Loans to be made by the Series B2
Noteholders and the amount of the Loan to be made by each individual Series B2
Noteholder on such Funding Date, (ii) the proposed Funding Date, and (iii) the
use of the proceeds of such Loans, including the Engine Information for any
Funding Date Engine being acquired with the proceeds of such Loans.  Each Funding Request delivered by WEST
pursuant to this Section 2.04 shall be irrevocable.  On the Funding Date, each of the Series B2
Noteholders shall, upon satisfaction of the applicable conditions set forth in Article III
hereof and Article IV of the Series B2 Supplement, make available to
WEST by wire transfer in immediately available funds, at such bank or other
location reasonably designated by WEST in the applicable Funding Request, an
amount equal to the amount of such Loan related to such Funding.


 


(d)                                 If
any Series B2 Noteholder shall default on its obligation to make a Loan on
any Funding Date, one or more of the other Series B2 Noteholders may elect
(but shall not be required to) to make the Loan of the defaulting Series B2
Noteholder.  In such event, the Maximum
Principal Balance of the Series B2 Note held by the defaulting Series B2
Noteholder and the Maximum Commitment of the defaulting Series B2
Noteholder shall be reduced by the amount of the Loan so made, and the Maximum
Principal Balance of the Series B2 Note held by the Series B2
Noteholder making such Loan and the Maximum Commitment of such Series B2
Noteholder shall be increased by the amount of such Loan.


 


(e)                                  WEST
may, within 75 days, but no later than 45 days, prior to the then existing
Conversion Date, by written notice to each Series B2 Noteholder, make
written request for the Series B2 Note Noteholders to extend the
Conversion Date for an additional period of 364 days.  The Series B2 Noteholders shall make a
determination, in their sole discretion and after a full credit review, not
more than 30 days and not less than 15 days prior to the then applicable
Conversion Date as to whether or not they will agree to extend the Conversion
Date; provided, however, that the
failure of any Series B2 Noteholder to make a timely response to WEST’s
request for extension of the Conversion Date shall be deemed to constitute a
refusal by such Series B2 Noteholders to extend the Conversion Date.  It shall be a condition to the extension of
the Conversion Date that (i) the commitment of all of the Series B2
Noteholders under the Series B2 Note Purchase Agreement be extended to the
same date, (ii) a Rating Agency Confirmation shall have been received in
respect of such extension and (iii) the commitments of all Series B2
Noteholders under the Series B2 Note Purchase Agreement be extended to the
same date.


 


Section 2.03.                             Increase
or Decrease in Maximum Commitments.  (a) 
WEST may elect to increase the aggregate Maximum Principal Balances of the Series B2
Notes and the aggregate Maximum Commitments of the Series B2 Noteholders
to an amount greater than $13,558,400 but not in excess of $21,428,521, subject
to the receipt of (i) the prior written consent of all of


 


5





















 


the Series B2
Noteholders and (ii) a Rating Agency Confirmation, provided that, as a
condition of any such increase, WEST also shall elect to increase the Maximum
Principal Balances of the Series A2 Notes and the Maximum Commitments of
the Series A2 Noteholders by a proportionate amount, as provided in the Series A2
Supplement and the Series A2 Note Purchase Agreement. Any increase
pursuant to the preceding sentence shall be applied to increase the Maximum
Principal Balances of the individual Series B2 Notes and the Maximum
Commitments of the Series B2 Noteholders proportionately to the Maximum
Principal Balances of the Series B2 Notes held by the Series B2
Noteholders immediately prior to such increase, and each Series B2
Noteholder agrees that its Maximum Commitment shall be increased by an amount
equal to the amount by which the Maximum Principal Balance of its Series B2
Note is so increased, and that such increases shall be deemed to occur without
any Series B2 Noteholder having to surrender its Series B2 Notes in
exchange for a new Series B2 Note reflecting the increased Maximum
Principal Balance.


 


(b)                                 WEST
may, upon at least five Business Days’ notice to the Series B2
Noteholders, terminate in whole or reduce in part the aggregate Maximum
Commitments of the Series B2 Noteholders and the Maximum Principal
Balances of the Series B2 Notes in an aggregate amount not to exceed the
excess of such Maximum Principal Balances over the then aggregate Outstanding
Principal Balance of the Series B2 Notes; provided that any partial
reduction of the aggregate Maximum Commitments of the Series B2
Noteholders and the Maximum Principal Balances of the Series B2 Notes
shall be applied pro rata to the individual Maximum Commitments of the Series B2
Noteholders and the Maximum Principal Balances of the Series B2 Notes,
respectively, and shall be accompanied by a proportionate partial reduction
(based on the ratio of the Maximum Commitments of such Series prior to
such reduction) of the aggregate Maximum Commitments of the Series A2
Noteholders. Each notice of reduction or termination pursuant to this Section 2.03(b) shall
be irrevocable, and such reduction shall be deemed to occur without any Series B2
Noteholder having to surrender its Series B2 Notes in exchange for a new Series B2
Note reflecting the reduced Maximum Principal Balance.


 


ARTICLE III


 


CONDITIONS
PRECEDENT TO OBLIGATION OF THE SERIES B2 NOTEHOLDERS


 


Section 3.01.                             Conditions
Precedent to Issuance of Series B2 Notes.  The obligation of WEST to issue the Series B2
Notes to the Series B2 Noteholders is subject to satisfaction of the
following conditions precedent:


 


(a)                                  All
of the conditions precedent to the obligations of WEST set forth in Section 6A
of the Series B1 Note Purchase Agreement shall have been satisfied by WEST
and WEST, Willis and the Series B1 Noteholders shall have executed and
delivered the Series B1 Note Purchase Agreement.


 


(b)                                 WEST,
Willis and the Series B2 Noteholders shall have executed and delivered
this Agreement.


 


(c)                                  WEST,
Willis and the Series A2 Noteholders shall have executed and delivered the
Series A2 Note Purchase Agreement.


 


6





















 


(d)                                 WEST,
Willis and the Series B1 Noteholders shall have executed and delivered the
Series B1 Note Purchase Agreement.


 


Section 3.02.                             Conditions
Precedent on Initial Closing Date. 
The effectiveness of the agreement of the Series B2 Noteholders to
make the Loans and their obligation to make the Initial Loans on the Initial
Closing Date is subject to satisfaction of the following conditions precedent:


 


(a)                                  The
Series B2 Noteholders shall have received from WEST a certificate, dated
the Initial Closing Date and executed by a Controlling Trustee, to the effect
that:


 


(i)                                     the
representations and warranties of WEST in this Agreement and the Series B2
Supplement are accurate in all material respects as of the Initial Closing
Date; and


 


(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 Initial Closing Date.


 


(b)                                 The
Series B2 Noteholders shall have received from Willis a certificate, dated
the Initial Closing Date and executed by a Responsible Officer, to the effect
that:


 


(i)                                     the
representations and warranties of Willis in this Agreement and in the other
Related Documents to which Willis is a party are accurate in all material
respects as of the Initial Closing Date; and


 


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


 


(c)                                  The
Series B2 Noteholders shall have received the following:


 


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


 


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


 


(d)                                 The
Series B2 Noteholders shall have received from the Secretary or other
Responsible Officer of Willis, in the officer’s individual capacity, a
certificate, dated the Initial Closing Date, to the effect that:


 


(i)                                     each
individual who, as an officer or representative of Willis, signed this
Agreement, any Related Document or any other document or certificate delivered
on or before the Initial 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


 


7





















 


delivery, and is as of
the Initial 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 genuine signature; and


 


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


 


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


 


(e)                                  The
Series B2 Noteholders shall have received from a Controlling Trustee of
WEST a certificate, dated the Closing Date, to the effect that:


 


(i)                                     each
individual who, as a Controlling Trustee or other representative of WEST,
signed this Agreement, any Related Document, or any other document or
certificate delivered on or before the Initial 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
Initial 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
genuine signature; and


 


(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 (c) above
that has affected the good standing of WEST under the laws of the State of
Delaware.


 


(iii)                               attached
to such certificate are accurate copies of the trust agreement of WEST, as in
effect on the Initial 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.


 


(f)                                    The
Series B2 Noteholders shall have received from the Secretary or other
Responsible 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 or any other document or certificate delivered on or before
the Initial Closing Date in connection with the transactions contemplated in
the Related Documents, was at the respective times of such signing and
delivery, and is as of the Initial 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
genuine signature; and


 


(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


 


8





















 


paragraph (c) above
that has affected the good standing of WEST Funding under the laws of its
chartering jurisdiction, and


 


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


 


(g)                                 The
Series B2 Noteholders shall have received from Thomas C. Nord, in his
capacity as General Counsel of Willis and Pillsbury Winthrop Shaw Pittman LLP,
in its capacity as special New York counsel for Willis, WEST and WEST Funding,
an opinion or opinions, dated the Initial Closing Date and addressed to the Series B2
Noteholders, addressing corporate/entity matters, enforceability, security
interest, tax, securities law and disclosure matters, that is or are in form
and substance reasonably acceptable to the Series B2 Noteholders.


 


(h)                                 The
Series B2 Noteholders shall have received from Morris, James Hitchens &
Williams LLP, in its capacity as special Delaware counsel for Willis, WEST and
WEST Funding, an opinion or opinions, dated the Initial Closing Date and
addressed to the Series B2 Noteholders, addressing Delaware entity and
security interest perfection matters, that is in form and substance reasonably
acceptable to the Series B2 Noteholders.


 


(i)                                     The
Series B2 Noteholders shall have received from Pillsbury Winthrop Shaw
Pittman LLP, in its capacity as special bankruptcy counsel for Willis, WEST and
WEST Funding, an opinion or opinions, dated the Closing Date and addressed to
the Indenture Trustee and the Security Trustee, addressing “true sale” matters
in connection with the transfers contemplated under the Asset Transfer
Agreement, and substantive consolidation with respect to WEST and its
subsidiaries and Willis, in each case under the U.S. federal bankruptcy law,
that is or are in form and substance acceptable to the Placement Agent in its
sole discretion.


 


(j)                                     The
Series B2 Notes shall have been rated by Moody’s and Fitch not less than
Baa3 and BBB, respectively, and such ratings shall not have been rescinded.


 


(k)                                  The
Series B2 Transaction Documents and the Related Documents shall have been
duly executed and delivered by the parties thereto.


 


(l)                                     The
Series B2 Notes shall have been executed by WEST and authenticated by the
Indenture Trustee.


 


(m)                               Evidence
of recordation of the Initial Engine Mortgages with the FAA and an opinion from
McAfee & Taft in its capacity as special. The Series B2 Notes
shall have been executed by WEST and authenticated by the Indenture Trustee.


 


(n)                                 All
proceedings in connection with the transactions contemplated by this Agreement,
the other Series B2 Transaction Documents and the Related Documents shall
be satisfactory in form and substance to the Series B2 Noteholders.


 


9





















 


Section 3.03.                             Conditions
Precedent To Loans.  The obligations
of the Series B2 Noteholders to make Loans on any Funding Date after the
Initial Closing Date are subject to the following conditions precedent:


 


(a)                                  Funding
Request.  WEST shall have delivered a
Funding Request to the Series B2 Noteholders in respect of such Loans at
least three (3) Business Days prior to the Funding Date.


 


(b)                                 Series B2
Loans.  On such Funding Date, Loans
are also made by the Series A2 Noteholders under the Series A2 Note
Purchase Agreement in an amount that shall be a proportionate partial reduction
(based on the ratio of Maximum Commitments of such series prior to such
reduction) of the aggregate Maximum Commitments of the Loans funded by the Series B2
Noteholders under this Agreement;


 


(c)                                  No
Conversion Event.  As of the Funding
Date, as applicable, no Conversion Event shall have occurred, unless
Noteholders representing one hundred percent (100%) of the Outstanding
Principal Balance of the Series B2 Notes and the Series A2 Notes have
waived the occurrence of each and every Conversion Event that has occurred.


 


(d)                                 No
Early Amortization Event.  Before and
after giving effect to such Loan, no Early Amortization Event shall have
occurred, unless Noteholders representing one hundred percent (100%) of the
Outstanding Principal Balance of the Series B2 Notes and the Series A2
Note have waived the occurrence of each and every Early Amortization Event that
has occurred.


 


(e)                                  No
Servicer Termination Event.  Before
and after giving effect to such Loan, no Servicer Termination Event shall have
occurred, unless Noteholders representing one hundred percent (100%) of the
Outstanding Principal Balance of the Series B2 Notes and the Series A2
Note have waived the occurrence of each and every Servicer Termination Event
that has occurred.


 


(f)                                    No
Violation of Maximum Commitment.  Before
and after giving effect to such Loan, the aggregate Outstanding Principal
Balance of the Series B2 Notes will not exceed the Maximum Commitment of
the Series B2 Noteholders.


 


(g)                                 No
Senior Borrowing Base Deficiency.  Before
and after giving effect to such Loan, and the acquisition of any Additional
Engine with the proceeds thereof, no Senior Borrowing Base Deficiency is or
would be continuing.


 


(h)                                 Senior
Borrowing Base and Junior Borrowing Base. 
Before and after giving effect to such Loan, the aggregate Outstanding
Principal Balance of all Series then Outstanding does not exceed the
Senior Borrowing Base or the Junior Borrowing Base, as the case may be.


 


(i)                                     Certificate.  Each of the following shall be true and the
Indenture Trustee shall have received a certificate signed by a Controlling
Trustee of WEST stating that


 


(i)                                     the
representations and warranties of WEST contained in this Agreement are true and
correct on and as of the Funding Date, as though made on and as of such date;


 


10





















 


(ii)                                  the
conditions described in clauses (a), (b) and (c) are satisfied; and


 


(iii)                               no
Default or Event of Default has occurred or is continuing;


 


(j)                                     Available
Collections Amount.  If the proceeds
of the Loan are being used to increase the Available Collections Amount on any
Payment Date, the Indenture Trustee shall have received a certificate from the
Administrative Agent to the effect that the Available Collections Amount for
such Payment Date without the inclusion of such Loan is in an amount sufficient
to pay Base Interest on all Series B Notes in accordance with Section 3.13
of the Indenture.


 


(k)                                  Engine
Modifications.  If the proceeds of
the Loan are being used to fund Mandatory Engine Modifications or Discretionary
Engine Modifications, the Indenture Trustee, the Series B2 Noteholders and
Series A2 Noteholders shall have received (x) evidence satisfactory to the
Indenture Trustee, the Series B2 Noteholders and the Series A2
Noteholders that the approvals by the Controlling Trustees required by Section 5.03(c) of
the Indenture and (y) invoices or other evidence of the cost of such Mandatory
Engine Modifications or Discretionary Engine Modifications, as the case may be,
have been obtained.


 


(l)                                     Funding
Date Engine.  If the proceeds of the
Loan are to be used to acquire the Third Remaining Engine or an Additional
Engine (all such Engines being collectively referred to herein with respect to
the applicable Funding Date as, the “Funding
Date Engines”), the Indenture Trustee shall have received evidence
satisfactory to the Indenture Trustee as to the following:


 


(i)                                     the
approvals by the Controlling Trustees required by Section 5.03(b) have
been obtained;


 


(ii)                                  the
Funding Date Engine satisfies the requirements in the definition of an “Engine”
in the Indenture, and the purchase price for the Funding Date Engine satisfies
the requirements of Section 5.03(b) of the Indenture;


 


(iii)                               no
Event of Loss has occurred with respect to the Funding Date Engine and that no
other damage has occurred with respect to the Funding Date Engine that would
materially adversely affect the value of the Funding Date Engine;


 


(iv)                              the
Mortgage with respect to each Funding Date Engine has been duly registered with
the FAA, and such other filings and actions as the Indenture Trustee reasonably
deems necessary have been made and taken to establish the priority and
perfection of the Lien of the Security Trustee in each Funding Date Engine and
the other Collateral;


 


(v)                                 the
Lien created by each Mortgage constitutes a first priority security interest in
the applicable Funding Date Engine and any other Collateral (including the
Accounts) owned by WEST free and clear of liens (other than Permitted Liens),
and any Prior Financing in respect of any Funding Date Engine has been fully
paid and satisfied and any Liens created in connection with such Prior Financing
have been released and discharged on all applicable public records, or the
Indenture Trustee has received such


 


11





















 


evidence of the release
and discharge of such Liens or the obligation of the lender under such Prior
Financing to release and discharge such Liens as shall be acceptable to the
Indenture Trustee;


 


(vi)                              all
necessary fees and Taxes relating to such filings and registration have been
paid;


 


(vii)                           if
applicable, UCC financing statements and other appropriate financing statements
(including one or more financing statements to be filed with respect to the
Lease for each Funding Date Engine) or notices and consents, duly executed by
WEST or the Buyer or other appropriate Person, and duly filed with the
appropriate offices or registers as designated by the Indenture Trustee, and
WEST and the Buyer shall have done such other acts requested by the Lender to
perfect the security interest or charge in any Collateral covered by any
Document (including the Accounts);


 


(viii)                        after the
inclusion of the Funding Date Engines, (i) the percentage of
Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value)
does not exceed *** until the fourth anniversary of the Closing Date and ***
thereafter, and (ii) the Administrative Agent shall have provided a schedule showing
the total amounts of the Initial Borrowing Values of the Funding Date Engines
and the Adjusted Borrowing Values of all other Engines within each
Concentration Limit category and of Off-Production Engines as a percentage of
the Aggregate Adjusted Borrowing Value of the Portfolio;


 


(ix)                                the
making of the Loan or Loans will not result in a Senior Borrowing Base
Deficiency, Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency,
and the Administrative Agent shall have provided a schedule showing the
total amounts of the Initial Borrowing Values of the Funding Date Engines and
the Adjusted Borrowing Values of all other Engines in relation to the Series A
Notes Balances, Series B Notes Balances and Aggregate Note Balances after
all Loans are made on the Funding Date and certifying that (A) the Series A
Note Outstanding principal balance (after giving effect to the proposed Loans
on such Funding Date) will not exceed the Senior Borrowing Base (calculated
after giving effect to the acquisition of such Engine) and (B) the Series B
Note Outstanding principal balance (after giving effect to the proposed Loans
on such Funding Date) will not exceed the Junior Borrowing Base and complies with
the requirements therefor set forth in the Indenture and the Series B2
Supplement;


 


(x)                                   an
invoice, contract or other written document evidencing the amount of the
Purchase Price of each Funding Date Engine; a copy of the Appraisals for each
Funding Date Engine, dated not more than six (6) months prior to the
Funding Date and, if the Seller is an Affiliate of WEST, evidence of the book
value of the Funding Date Engine in the hands of the Seller, and the
Administrative Agent shall have delivered to the Indenture Trustee, the
Servicer and the Series B2 Noteholders a certificate as to the Initial
Appraised Value and Initial Borrowing Value of each Funding Date Engine; and


 










***           Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


12





















 


(xi)                                all
conditions precedent under the Asset Transfer Agreement, with respect to the
Third Remaining Engine, or the applicable Acquisition Agreement, with respect
to any Additional Engine, shall have been satisfied or waived by the relevant
parties;


 


(m)                               Mortgage and Acquisition Agreement.  If the proceeds of the Loan are to be used to
acquire a Funding Date Engine, the following documents shall have been duly
executed and delivered by the indicated parties: a Mortgage, duly executed and
delivered by the Engine Subsidiary or Engine Trust that will own such Funding
Date Engine (the “Buyer”), and an
Acquisition Agreement, duly executed and delivered by WEST, the applicable
Seller and any WEST Subsidiary a party thereto (including the Buyer, if
applicable);


 


(n)                                 Lease.  If a Funding Date Engine is subject to a
Lease, (i) such Lease meets the requirements of the Indenture, (ii) a
chattel paper copy of the Lease for each Funding Date Engine and a chattel
paper copy of any Lease Supplement for each Funding Date Engine shall have been
delivered pursuant to the requirements of the Security Trust Agreement and the
Custodial Agreement (or if any such chattel paper copy does not exist,
appropriate evidence with respect to the missing chattel paper copy reasonably
acceptable to the Indenture Trustee and the Series B2 Noteholders), and (iii) the
Lessee under each Lease relating to each Funding Date Engine shall have been
directed to remit to the Collections Account all Lease Payments owing pursuant
to such Lease;


 


(o)                                 Maintenance
Reserves.  If a Funding Date Engine
is subject to a Lease that requires Maintenance Reserves Payments, any
Maintenance Reserve Payment Balance for each such Funding Date Engine shall
have been transferred to the Engine Reserve Account.


 


(p)                                 Security
Deposits.  If a Funding Date Engine
is subject to a Lease that requires Security Deposits, such Security Deposits,
if any, for each such Funding Date Engine that are in the form of cash or funds
shall have been transferred to the Security Deposit Account and such Security
Deposits, if any, in the form of letters of credit or similar collateral shall
have been transferred to the Security Trustee.


 


(q)                                 Engine
Trustee Documents.  With respect to
each Funding Date Engine owned or to be owned by an Engine Trustee, the
Security Trustee shall have received from such Engine Trustee (i) a copy
of the resolutions of the Board of Directors of the Engine Trustee, in its
individual capacity, certified by a Responsible Officer of the Engine Trustee,
duly authorizing the execution, delivery and performance by the Engine Trustee
of each of the Related Documents to which the Engine Trustee is or will be a party;
(ii) an incumbency certificate of the Engine Trustee, as to the persons
authorized to execute and deliver the Related Documents to which it is or will
be a party and the signatures of such person or persons; and (iii) a legal
opinion of counsel to the Engine Trustee with respect to the due authorization,
execution and delivery by the Engine Trustee of the Related Documents to which
it is or will be a party.


 


(r)                                    Legal
Opinions.  If a Funding Date Engine
is being acquired, the Indenture Trustee shall have received an opinion of
special FAA counsel in the United States as to the creation, priority and
perfection of the security interest created by the Mortgage in each Funding


 


13





















 


Date Engine and the other Collateral effected pursuant
to clause (k)(v) above, in form and substance satisfactory to the
Indenture Trustee.


 


(s)                                  Insurance.  If a Funding Date Engine that is being
acquired is subject to a Lease, the Indenture Trustee shall have received a
certificate from an insurance broker, naming the Indenture Trustee as sole loss
payee and additional insured.


 


(t)                                    Governmental
Consents.  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.


 


(u)                                 Illegality.  No change shall have occurred after the date
of this Agreement in Applicable Law or regulations thereunder or
interpretations thereof by appropriate regulatory authorities or any court that
would make it illegal for any party to execute, deliver and perform the Series B2
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 Funding Date to
set aside, restrain, enjoin or prevent the completion and consummation of this
Agreement or any other Series B2 Transaction Document or the transactions
contemplated hereby or thereby.


 


(v)                                 Senior
Restricted Cash Account.  After
giving effect to such Loan, the balance of funds on deposit in the Senior
Restricted Cash Account Shall be not less than the Senior Restricted Cash
Amount (calculated after giving effect to such Loan).


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES OF WEST AND WILLIS


 


Section 4.01.                             Representations
and Warranties of WEST.  WEST
represents (as of the initial Closing Date and as of each Funding Date on which
a Loan is made by a Series A2 Noteholder pursuant to the Supplement and
this Agreement, unless otherwise indicated) and warrants to, and agrees with,
the Series A2 Noteholders 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 Offering Memorandum, 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


 


14





















 


Trustee to enforce its rights under any Related
Document (any of clauses (i), (ii) and (iii), 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 B2 Notes as provided herein and therein.


 


(d)                                 This
Agreement, the Indenture and each of the other Related Documents to which WEST
is a party have been, or as of the Initial Closing Date will be, duly
authorized, executed and delivered by WEST and 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 B2 Notes have been duly and validly authorized by WEST for issuance
and sale to the Series B2 Noteholders pursuant to this Agreement and, when
issued and authenticated in accordance with the terms of the Indenture and the Series B2
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


 


15





















 


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 B2 Notes, and (C) consummation of the
transactions contemplated hereby and thereby violates, conflicts with or
constitutes a breach of any of the terms or provisions of, or a default under
(or an event that with notice or the lapse of time, or both, would constitute a
default), or requires consent that has not been obtained under, or will result
in the imposition of a lien or encumbrance other than a Permitted Encumbrance,
on any properties of WEST or any WEST Subsidiary, or an acceleration of any
indebtedness of WEST or any WEST Subsidiary pursuant to (i) the
organizational documents of WEST or any WEST Subsidiary, (ii) material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to which
WEST or any WEST Subsidiary is a party, or to which any of the property or
assets of WEST or of any WEST Subsidiary may be subject, or by which it may be
bound, (iii) any statute, rule or regulation applicable to WEST or
any WEST Subsidiary or any of their assets or properties or (iv) any
judgment, order or decree of any court or Governmental Authority having
jurisdiction over WEST or any WEST Subsidiary or any of their assets or
properties, except in the case of clauses (ii), (iii) and (iv) for
such violations, conflicts, breaches, defaults, consent, impositions of liens
or accelerations that would not singly, or in the aggregate, have a Material
Adverse Effect.


 


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


 


(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 B2 Noteholders contained in Articles V hereof, the
offering, issuance or sale of the Series B2 Notes hereunder and (B) the
execution, delivery and performance by Willis, 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 B2 Noteholders of the Series B2
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 Transaction Documents.


 


(j)                                     Since
July 25, 2005, (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


 


16





















 


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, at the Initial Closing Date and on each
Funding Date, will have good and marketable title to all properties and assets,
free and clear of all liens, charges, encumbrances or restrictions, except for
Permitted Encumbrances or are not material to the business of WEST and the WEST
Subsidiaries.


 


(l)                                     WEST
and each WEST Subsidiary possesses, and at the Initial Closing Date and on each
Funding Date, will possess 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, (1) would result in
a Material Adverse Effect, or (2) would materially and adversely affect
the ability of WEST to perform its obligations hereunder or under the Related
Documents.


 


(m)                               No
part of the proceeds of the 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 the Regulations of the Board.


 


(n)                                 WEST
is not, and after giving effect to the sale of the Series B2 Notes to the Series B2
Noteholders pursuant to this Agreement and the application of the proceeds
therefrom, will not be an “investment company” under 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 B2 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 B2 Noteholders contained in Article V hereof, the
offer, sale and delivery of the Series B2 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.


 


(r)                                    No
securities of the same class (within the meaning of paragraph (d)(3) of Rule 144A
under the Securities Act) as the Series B2 Notes are listed on any
national securities


 


17





















 


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 B2 Noteholders 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 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
Notes in any manner involving a public offering (within the meaning of Section 4(2) of
the Securities Act), including by means of, or in connection with the offering
of the Notes otherwise engaging in, any form of general solicitation or general
advertising (within the meaning of Regulation D).


 


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


 


(v)                                 The
representations and warranties of WEST set forth in Section 5.01 of the
Indenture will be true and correct (unless such representation or warranty
specifically relates to an earlier date in which case it shall be true and
correct as of such earlier date).


 


Section 4.02.                             Representations
and Warranties and Agreements of Willis. 
Willis hereby represents and warrants as of the Initial Closing Date and
covenants with the Series B2 Noteholders that:


 


18





















 


(a)                                  Willis
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)                                 Willis
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 Willis is a party
have been duly authorized, executed and delivered by Willis and constitute
valid and legally binding agreements enforceable against Willis 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)                                 Willis
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 Willis is a party, or to which any of the property or
assets of Willis 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 Notes
pursuant hereto or (z) in any manner draw into question the validity of this
Agreement or any other Transaction 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 B2 Notes hereunder and (B) the
execution, delivery and performance by Willis, WEST and the WEST Subsidiaries
of this Agreement and the other Related Documents, except such as have been, or
as of the Initial 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 B2 Noteholders of the Series B2
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.


 


19





















 


(f)                                    Other
than the insurance with respect to the Engines under Leases, which insurance is
maintained by the respective Lessees, Willis maintains insurance with respect
to the assets, properties and business of Willis 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 THE SERIES B2 NOTEHOLDERS


 


Each
of the Series B2 Noteholders hereby severally and not jointly makes the
following representations and warranties as to itself to WEST and Willis as of
the Initial Closing Date and as of each Funding Date:


 


Section 5.01.                             Authority,
etc.  This Series B2 Note
Purchase Agreement has been duly and validly executed and delivered by the Series B2
Noteholder and constitutes a legal, valid and binding obligation of the Series B2
Noteholder, enforceable against the Series B2 Noteholder 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.


 


Section 5.02.                             Securities
Act.  (a)  The Series B2
Note purchased by such Series B2 Noteholder pursuant to this Series B2
Note Purchase Agreement will be acquired for investment only and not with a
view to any public distribution thereof, and such Series B2 Noteholder
will not offer to sell or otherwise dispose of its Series B2 Note (or any
interest therein) in violation of any of the registration requirements of the
Securities Act or any applicable state or other securities laws.


 


(b)                                 The
Series B2 Noteholder acknowledges that it has no right to require WEST to
register the Series B2 Notes under the Securities Act or any other
securities law.  The Series B2
Noteholder agrees that the Series B2 Notes may not be reoffered, resold,
pledged or otherwise transferred except in compliance with the Securities Act
and to a person that the Series B2 reasonably believes is a Qualified
Institutional Buyer or Institutional Accredited Investor purchasing for its own
account.  Neither such Series B2
Noteholder 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 B2 Note.


 


(c)                                  Such
Series B2 Noteholder (as to itself) is aware of the following:  (i) there are significant restrictions
on and conditions to the transferability of the Series B2 Note (and the Series B2
Note will bear legends referring to such restrictions) and there is no market
for the Series B2 Note and no market is expected to develop for the Series B2
Note, and accordingly, it may not be possible for the Series B2 Noteholder
to liquidate its investment in the Series B2 Notes; (ii) no
Governmental Authority has made any findings as to the fairness of this Series B2
Note Purchase Agreement or the terms and conditions of the Series B2 Note;
(iii) there are numerous risks and uncertainties involved in the Series B2
Noteholder’s acquisition of the Series B2 Note and the Series B2
Noteholder has been advised of and understands such risks and


 


20





















 


uncertainties; and (iv) any projections or
predictions that may have been made available to the Series B2 Noteholder
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.


 


(d)                                 Such
Series B2 Noteholder has knowledge and experience in financial and
business matters, is capable of evaluating the merits and risks of an
investment in the Series B2 Notes and has carefully considered the
suitability of an investment in such Notes and has determined that the Series B2
Notes are a suitable investment.  Such Series B2
Noteholder has received and carefully read the Transaction Documents and the Series B2
Noteholder confirms that all documents, records and books pertaining to the Series B2
Notes, WEST and its assets and the other parties to the Transaction Documents
which are relevant to the Series B2 Noteholder’s investment decision have
been made available to such Series B2 Noteholder.  Such Series B2 Noteholder is capable of
bearing the risks and burdens of its investment in the Series B2 Notes and
is aware that an Optional Redemption of the Series B2 Notes may occur and
that no premium will be paid upon any Optional Redemption.


 


ARTICLE VI


 


OTHER
COVENANTS


 


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 B2 Notes and the Series A2 Notes in a manner that
would require the registration under the Securities Act of the sale to the Series B2
Noteholders and the Series A2 Noteholders of the Series B2 Notes and
the Series A2 Notes, respectively.


 


Section 6.02.                             Legal
Conditions to Closing.  The Series B2
Noteholders, WEST and Willis 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 B2 Noteholders, WEST, and
Willis 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 Series B2 Note Purchase Agreement and the
transactions contemplated hereby shall be paid by WEST.


 


Section 6.04.                             Mutual
Obligations.  On and after the date
of this Agreement, the Series B2 Noteholders, WEST and Willis 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.


 


21





















 


Section 6.05.                             Pledge
to Liquidity Providers.  WEST
recognizes the obligations of any CP Noteholder under the terms of the related
Liquidity Agreement and hereby consents to the transfer by such CP Noteholder
of the Series B2 Notes to the Liquidity Providers when required and in
accordance with the terms of the Liquidity Agreement; provided that each of the Liquidity
Providers shall be a Qualified Institutional Buyer, the total number of
Liquidity Providers for such CP Noteholder shall not at any time exceed three
(3), and each Liquidity Provider shall have delivered to WEST and the Indenture
Trustee on or before the later of the date hereof and the date on which it
first becomes a Liquidity Provider, an Investment Letter making representations
and warranties substantially identical to those set forth in the form of Exhibit B
to the Indenture and an Assignment and Assumption Agreement, and provided,  further
that, prior to the Conversion Date, each Liquidity Provider shall be an
Eligible Transferee and shall execute an Assignment and Assumption as a
condition of such transfer.  Transfers of
the Series B2 Notes under the terms of the Liquidity Agreement shall be
subject to the terms of this Section 5.05, but shall not otherwise be
subject to the transfer restrictions set forth in the Indenture.


 


ARTICLE VII


 


INDEMNIFICATION


 


Section 7.01.                             Indemnification
by WEST.  WEST agrees to indemnify
and hold harmless the Series B2 Noteholders 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 Noteholder Increased
Costs for the Series B2 Notes and the Indenture Trustee shall pay such
amounts to such Series B2 Noteholders as part of the Series B2
Increased Costs out of the Available Collections Amount on each Payment Date as
provided in Section 3.13 of the Indenture and Section 3.02 of the Series B2
Supplement.


 


Section 7.02.                             Indemnification
by Willis.  Willis 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
Willis in this Agreement or any other Related Document or in any certificate or
other written material delivered pursuant hereto; provided, however, that
Willis 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, Willis shall not be liable for any settlement of any proceeding
effected without its written consent.


 


22





















 


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 the 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 the Third Party Claim.


 


Section 7.04.                             Defense
of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST
or Willis, 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 Willis, 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 Willis, 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 Willis, as the case may be, so
elect to assume the defense of a Third Party Claim, WEST or Willis, 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 Willis, 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 Willis,
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 Willis’, as the case may be, prior written
consent.  If WEST or Willis, 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 Willis, 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 Willis, as the case may be, of such terms and, WEST or
Willis, 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 Series B2 Note Purchase 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 in writing (including
telecopies) 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


 


23





















 


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 B2 Noteholder, to the addresses set forth in Schedule 2:


 


If to
WEST:


 


Willis
Engine Securitization Trust

c/o Willis Lease Finance Corporation

2320 Marinship Way

Suite 300

Sausalito, California 94965

Telephone No.  (415) 331-5281

Facsimile No.  (415) 331-5167


 


If to
Indenture Trustee :


 


Deutsche
Bank Trust Company Americas

60 Wall Street

New York, New York 10005

New York, New York 

Attention: TSS-Structured Finance

Facsimile No.  (212) 797-8606


 


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 law.


 


Section 8.04.                             Binding
Effect; Assignability.  This
Agreement shall be binding upon and inure to the benefit of WEST and the Series B2
Noteholders and their respective successors and assigns (including any
subsequent Holders of the Series B2 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 B2 Noteholders and that, prior to the
occurrence of a Conversion Events, a Series B2 Noteholder shall not have
the right to assign its rights and obligations hereunder to any Person that is
not an Eligible Transferee.  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 B2 Notes
shall have been paid in full.


 


Section 8.05.                             GOVERNING
LAW; JURISDICTION.  THIS SERIES B2
NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.  Each
of the parties to this Agreement hereby agrees to the jurisdiction of the
United States District Court for the Southern District of New York and any
appellate court having jurisdiction to review the judgments thereof.  Each of the parties hereby waives any objection
based on forum non


 


24





















 


conveniens and any
objection to venue of any action instituted hereunder in any of the
aforementioned courts and consents to the granting of such legal or equitable
relief as is deemed appropriate by such court.


 


Section 8.06.                             No
Proceedings.  (a)  WEST agrees
that so long as any of any CP Noteholder’s Commercial Paper Notes shall be
outstanding or there shall not have elapsed one year plus one day since the
last day on which any of such CP Noteholder’s Commercial Paper Notes shall have
been outstanding, it shall not file, or join in the filing of, a petition
against such CP Noteholder under the Federal Bankruptcy Code, or join in the
commencement of any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar proceeding against such CP Noteholder.


 


(b)                                 Each
of the Series B2 Noteholders agrees that so long as the Series B2
Notes shall be outstanding or there shall not have elapsed one year plus one
day since the last day on which the Series B2 Notes shall have been
outstanding, it shall not file, or join in the filing of, a petition against
WEST under the Federal Bankruptcy Code, or join in the commencement of any
bankruptcy, reorganization, arrangement, insolvency, liquidation or other
similar proceeding against WEST.


 


Section 8.07.                             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 8.08.                             Limited
Recourse.  The obligations of WEST
under this Agreement shall be payable only out of the Collateral and the Series B2
Noteholders shall not look to any property or assets of WEST, other than to the
Collateral remaining after all obligations of WEST under the Indenture are
satisfied. To the extent that the proceeds of the Collateral after application
in accordance with the provisions of the Indenture are insufficient to satisfy
the obligations of WEST under the Indenture and under this Agreement, WEST
shall have no further obligation in respect hereof and any remaining
outstanding obligation shall be extinguished.


 


Section 8.09.                             Survival.  All representations, warranties, guaranties
and indemnifications (including the payment obligations in Article VII
hereof) 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 B2 Notes.


 


Section 8.10.                             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.


 


[Signatures on next page]


 


25





















 


IN
WITNESS WHEREOF, the parties have caused this Series B2 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,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J.
  Burke

  	
   

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:   Controlling Trustee

  



 


 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION,

  
	
   

  	
  as Servicer,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J.
  Burke

  	
   

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:  
  Executive Vice President

  Chief Financial Officer

  



 


 


	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
  as a Series B2 Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W.
  Benton

  	
   

  
	
   

  	
   

  	
  Name: John W.
  Benton

  
	
   

  	
   

  	
  Title:   President

  



 


 


	
   

  	
  HSH NORDBANK AG

  
	
   

  	
  as a Series B2 Noteholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack
  Campbell

  	
   

  
	
   

  	
   

  	
  Name: Jack
  Campbell

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hari
  Raghavan

  	
   

  
	
   

  	
   

  	
  Name: Hari
  Raghavan

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


Signature Page


to


Series B2 Note Purchase and Loan Agreement


 





















 


SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE 1


 


MAXIMUM COMMITMENTS OF SERIES B2 NOTEHOLDERS


AND LOANS ON INITIAL CLOSING DATE


 





















 


SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE 1


 


ADDRESSES OF SERIES B2 NOTEHOLDERS


 


2





















 


SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT A


 


FORM OF LOAN REQUEST


 


	
  Date:

  	
   

  	
   

  



 


[                               ]

[                               ]

New York, New York [          ]

Attention:     [                         ]


 


Fax:    [                                   ]


 


	
  RE:

  	
  Series B2
  Note Purchase and Loan Agreement (the “Agreement”),
  dated as of August 9, 2005 among Willis Lease Finance Corporation (“Willis”), Willis Engine Securitization
  Trust (“WEST”), Fortis Capital
  Corp. and HSH Nordbank AG.

  



 


Pursuant to Section 2.4(b) of
the Agreement, WEST hereby requests a Loan on                                     
(the “Funding Date”) in the
aggregate principal amount of $                               .  The undersigned requests that the Loan amount
be deposited in the following account:


 


The undersigned does
hereby certify that (i) the representations, warranties and covenants
contained in the Series B2 Related Documents are true and correct as of
the date hereof; (ii) WEST has performed all agreements contained in the Series B2
Transaction Documents to be performed on its part at or prior to the date
hereof; (iii) no Event of Default, Servicer Termination Event or Early
Amortization 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, Servicer Termination
Event or Early Amortization Event; (iv) on the Funding Date, after such
Loan is funded, the aggregate Outstanding Principal Balance of the Series B2
Notes will not exceed the aggregate Series B2 Maximum Principal Balances
of the Series B2 Notes or aggregate Maximum Commitments of the holders of
the Series B2 Notes; (v) no proceeding is pending which would
prohibit consummation of the transactions contemplated by the Series B2
Related Transaction Documents, and (vi) the proceeds of the Loan will be
used for the following purposes, as indicated:


 


To acquire the Third
Remaining Engine or an Additional Engine


 


To fund a Discretionary
Engine Modification


 


A-1





















 


To increase the Available
Collections Amount on the following Payment Date:


 


If the proceeds of the
Loan are being used to acquire the Third Remaining Engine or an Additional
Engine, the following Engine Information is provided.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Agreement.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


A-2





















 


SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT B


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


A-3