Exhibit 10.36


 


WILLIS ENGINE SECURITIZATION
TRUST

$28,276,878 Series 2005-B1 Floating Rate Notes




NOTE PURCHASE AGREEMENT


 


As of August 9, 2005


 


	
  Fortis
  Capital Corp.

  	
   

  	
  HSH
  Nordbank AG

  
	
  Three
  Stamford Plaza

  	
   

  	
  230
  Park Avenue

  
	
  301
  Tresser Boulevard

  	
   

  	
  New
  York, NY 10169-0005

  
	
  Stamford,
  CT 06901

  	
   

  	
   

  



 


 


Ladies
and Gentlemen:


 


1.  Introduction. Willis Lease Finance Corporation, a Delaware
corporation (“Willis”),
has formed Willis Engine Securitization Trust, a Delaware statutory
trust (“WEST”), that
will issue Willis Engine Securitization Trust Series 2005-B1 Floating Rate
Notes (the “Notes”), in the initial aggregate principal
amount of $28,276,878, secured by (among other things) WEST’s indirect
ownership interests in certain aircraft engines (“Engines”) and operating
leases thereon. WEST will acquire its indirect ownership interest in the
Engines and related leases and other assets from Willis pursuant to an asset
transfer agreement dated as of the Closing Date (as defined below) (the “Asset Transfer Agreement”). The Notes will be issued pursuant to an
indenture dated as of the Closing Date (the “Master Indenture”) between WEST and Deutsche Bank Trust Company Americas (“Deutsche”), as
indenture trustee (in such capacity the “Indenture
Trustee”) as
supplemented by the Series 2005-B1 supplement thereto dated as of the
Closing Date (the “Series Supplement” and, together with the Master Indenture,
the “Indenture”), and secured pursuant to a security
trust agreement dated as of the Closing Date among WEST and various of WEST’s
direct and indirect subsidiaries as grantors, and Deutsche as security trustee
(in such capacity the “Security
Trustee”). Capitalized
terms used herein that are not otherwise defined have the meanings given to
them in the Indenture.


 


WEST proposes to issue and sell the Notes (the “Offered Notes”) to Fortis and HSH (each a “Purchaser” and together the “Purchasers” or the “Initial
Purchaser”) pursuant to the terms and
conditions of this note purchase agreement (this “Agreement”).


 


WEST will offer the Offered Notes to the Purchasers for purchase
without their being registered under the Act (as defined herein) in reliance
upon exemptions provided by Section 4(2) and Rule 144A thereof
and Regulation S thereunder (“Regulation S”).


 


As used herein, “Qualified
Institutional Buyer” means
a “qualified
institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended (the “Act”); “U.S. Person”  means
a “U.S. person” within the meaning of Rule 902(k) of
Regulation S under the Act; and “Institutional
Accredited Investor” means
either (i) an “accredited
investor”


 





















 


within
the meaning of paragraph (1), (2), (3), or (7) of Rule 501 (a) of
Regulation D under the Act or (ii) an entity all of whose equity owners
fall within those paragraphs.


 


2.  Offers and Sales of
Offered Notes; Fees and Expenses.


 


(a)  Subject to the terms and conditions contained herein and
on the basis of the representations and warranties herein set forth, WEST
hereby agrees to sell the Offered Notes to each Purchaser as provided herein,
and HSH and Fortis, hereby, severally and not jointly, agree to purchase such
Offered Notes from WEST on the Closing Date (as defined below), in the amount
and at the price (the “Purchase Price”) set forth on Schedule A hereto.


 


(b)  [Reserved].


 


(c)  [Reserved].


 


(d)  In addition, whether or not the transactions
contemplated by this Agreement are consummated, WEST agrees to pay or cause to
be paid the following (it being understood that if WEST should fail to pay such
amounts, Willis hereby agrees to pay such expenses of Fortis and HSH):


 


(i) the fees of, disbursements by, and
expenses of counsel to and accountants of each Purchaser and the reasonable
out-of-pocket expenses of each Purchaser, in each case incurred in connection
with the purchase of the Offered Notes;


 


(ii) all expenses in connection with the
preparation, printing, and distribution of the Series B1 Transaction
Documents and any amendments and supplements to them or revisions of them;


 


(iii) the cost of preparing certificates
representing the Offered Notes;


 


(iv) the fees charged by Moody’s and
Fitch for rating the Offered Notes;


 


(v) the fees and expenses of the
Indenture Trustee and Security Trustee and the fees and disbursements of
counsel for the Indenture Trustee and Security Trustee in connection with its
execution and delivery of the Indenture and the Security Trust Agreement, as
applicable; and


 


(vi) the fees and expenses of UT Finance
Corporation and the fees and disbursements of counsel for UT Finance
Corporation in connection with its execution and delivery of the Backup
Servicing Agreement and the Backup Administrative Agency Agreement, if any and
as applicable.


 


(e)  WEST agrees to pay, and will save each Purchaser
harmless from, all liabilities with respect to nonpayment or delay in payment
of, any taxes that may be payable with respect to the execution and delivery of
this Agreement or any other agreements entered into in connection with the
issuance and sale of the Offered Notes.


 





















 


(f)  WEST agrees to pay, or reimburse each Purchaser for, all
reasonable expenses (including all reasonable out-of-pocket expenses that a
Purchaser may incur) in connection with (i) the enforcement of this
Agreement by a Purchaser against Willis or WEST, or (ii) a Purchaser’s
waiver, of. or giving of consents to amendments of, any terms of this Agreement
(whether or not the amendment or waiver becomes effective).


 


3.  Delivery. The Offered Notes shall be issued in the
forms provided in the Indenture and in denominations no less than the minimum
denominations specified in the Final Offering Memorandum, and payment for the
Offered Notes will be made at the offices of Pillsbury Winthrop Shaw Pittman
LLP, New York, New York (or such other place as shall be agreed upon by the
Purchasers and WEST), at 10:00 a.m., New York City time, on August 9,
2005 (or at such other time or date, not later than seven full Business Days
thereafter, as shall be agreed upon by the Purchasers and WEST) (such date and
time of payment and delivery being referred to herein as the “Closing Date”). WEST shall cause the Offered Notes (or
beneficial interests therein) to be delivered to each Purchaser against payment
to or upon the order of WEST by a Purchaser of the purchase price by wire
transfer of immediately available funds.


 


Delivery of the Offered Notes on the Closing Date will be made in
book-entry form through the facilities of The Depository Trust Company (“DTC”) and,
in the case of any Book-Entry Notes to be delivered or resold to non-U.S.
Persons, the facilities of Clearstream Banking sociéité
anonyme, or the Euroclear System (Notes delivered in book-entry
form, “Book-Entry Notes”). Each Class of Book-Entry Notes
will be represented by definitive global certificated Notes to be deposited by
or on behalf of WEST with DTC.


 


4.  Representations,
Warranties and Agreements.


 


(a)  [Reserved.]


 


(b)  Willis represents and warrants to, and agrees with, each
Purchaser that:


 


(i) Willis is a corporation, duly
organized, validly existing, and in good standing under the laws of the State
of Delaware, with full power and authority to own its properties and to conduct
its business, as described in the Series B1 Transaction Documents, and is
duly qualified (or, as of the Closing Date, will be so qualified) to do
business as a foreign corporation in each jurisdiction in which the nature of
its activities, its ownership or lease of property or the conduct of its
business requires such qualification. Willis (whether individually or in the
capacity of Servicer or Administrative Agent, as applicable) has full power and
authority to enter into and perform its obligations under this Agreement, as
well as (to the extent that it is a party thereto) the Series B1
Transaction Documents, and Willis is conducting its business so as to comply in
all material respects with all applicable statutes, ordinances, rules, and
regulations of the jurisdictions in which it is conducting business.


 





















 


(ii) This Agreement has been duly
authorized, executed, and delivered by Willis. At or before the Closing Date,
Willis will have duly authorized, executed, and delivered each Series B1
Transaction Document to which it is a party.


 


(iii) Assuming their due authorization,
execution, and delivery by the other parties to them other than Willis or any
subsidiary thereof, as applicable, this Agreement and each of the Series B1
Transaction Documents to which Willis or any subsidiary thereof is a party,
when delivered by Willis or such subsidiary, will constitute valid and binding
agreements of Willis or such subsidiary, enforceable against Willis or such
subsidiary, as applicable, in accordance with their respective terms, except as
enforceability may be limited by


 


•                  bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization, fraudulent
conveyance, or other similar laws affecting the rights of creditors generally,


 


•                  general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law, and


 


•                  public
policy considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of any
of those agreements that provide indemnification or contribution from
securities law liabilities.


 


(iv) The execution, delivery, and
performance of this Agreement and the Series B1 Transaction Documents to
which it is a party, will not result in a breach or violation of any term of
the certificate of incorporation or by-laws or trust agreement or limited
liability company agreement of, or any statute or regulation applicable to,
Willis or any subsidiary thereof, or conflict with, result in a material
breach, violation, or acceleration of, or constitute a default under, any
indenture or other agreement or instrument to which Willis or any of its
subsidiaries is a party or by which any of them is bound, or any order or
decree applicable to Willis or any of its subsidiaries of any court, regulatory
body, administrative agency, or governmental body having jurisdiction over
Willis or any of its subsidiaries. None of Willis or any of its subsidiaries is
a party to, bound by, or in breach or violation of any indenture or other
agreement or instrument, or subject to or in violation of any statute, order,
or regulation of any court, regulatory body, administrative agency, or
governmental body having jurisdiction over it that materially adversely affects
the ability of Willis or such subsidiary, as applicable, to perform its
obligations under this Agreement or any Series B1 Transaction Document to
which it is a party.


 


(v) There are no actions or proceedings
against, or investigations of, Willis or any subsidiary thereof pending or, to
the knowledge of Willis, threatened before any court, administrative agency or
other tribunal


 





















 


•                  asserting
the invalidity of this Agreement, any Series B1 Transaction Document, or
the Offered Notes,


 


•                  seeking
to prevent the issuance of the Offered Notes or the consummation of any of the
transactions contemplated by this Agreement or the Series B1 Transaction
Documents,


 


•                  that
might materially adversely affect the performance by Willis or any subsidiary
thereof (taken as a whole) of its respective obligations under, or the validity
or enforceability against any of them of, this Agreement or any Series B1
Transaction Document to which any of them is a party, or the Offered Notes, or


 


•                  seeking
to affect adversely the federal income tax attributes of the Offered Notes
described in the Offering Memorandum.


 


(vi) Since the date of the latest
audited financial statements of Willis there has been no material adverse
change, nor any development or event involving a prospective material adverse
change, in the condition (financial or otherwise), business, properties or
results of operations of Willis or its subsidiaries taken as a whole.


 


(vii) No authorization, approval, or
consent of, or filing with, any court or governmental authority or agency is
necessary in connection with (A) Willis’ or any subsidiary’s execution and
delivery of this Agreement or any Series B1 Transaction Document to which
it is a party, or (B) the offering, issuance, or sale of the Offered Notes
as contemplated in this Agreement and the Indenture, except such as may be
required under state securities laws, such security interest filings as may be
contemplated in the Security Trust Agreement or the Indenture or other
applicable Series B1 Transaction Document, and any disclosures with
respect to the transactions contemplated hereby required of Willis under the
federal securities laws.


 


(viii) Willis possesses all material
licenses, certificates, authorizations, and permits issued by the appropriate
state, federal, or foreign regulatory agencies or bodies necessary to conduct
the business now operated by it, except in cases in which failure to obtain all
licenses, certificates and permits or other approvals would not singly or in
the aggregate have a material adverse effect on Willis and any subsidiary
thereof taken as a whole. Willis has not received any notice of proceedings
relating to the revocation or modification of any such license, certificate,
authorization, or permit that, singly or in the aggregate, if the subject of
any unfavorable decision, ruling, or finding, would materially adversely affect
the business, operations, financial condition, properties or assets of Willis
and any subsidiary thereof taken as a whole.


 


(ix) Any taxes, fees, and other
governmental charges payable by Willis or any subsidiary thereof in connection
with the execution and delivery of this Agreement, the


 





















 


Series B1 Transaction Documents to which any of them is a party
and the issuance and sale of the Offered Notes (other than federal, state, and
local taxes payable on the income or gain recognized therefrom), have been or
will be paid on or before the Closing Date.


 


(x) None of Willis nor any of its affiliates
nor any persons acting on its or their behalf (other than UBS Securities LLC
and UBS Limited, any affiliate of UBS Securities LLC or UBS Limited or anyone
acting on its or their behalf) has engaged or shall engage in any directed
selling efforts as defined in Rule 902 of Regulation S under the Act with
respect to the Offered Notes, and none of the foregoing persons has offered or
sold any of the Offered Notes; and none of the foregoing persons has entered
into any other contractual arrangements with any person with respect to the
distribution of the Offered Notes.


 


(xi) None of Willis or any of its affiliates
has offered or sold the Offered Notes by means of any form of general
solicitation or general advertising and none of the foregoing persons shall
offer to sell, offer for sale or sell the Offered Notes by means of any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.


 


(xii) Prior to the consummation of the
offering and resale transactions contemplated herein, none of Willis or any of
its affiliates has or will, either alone or with one or more other persons, bid
for or purchase for any account in which it or any of its affiliates has a
beneficial interest, any Offered Notes or attempt to induce any person to
purchase any Offered Notes; and none of them will make bids or purchases for
the purpose of creating actual, or apparent, active trading in, or raising the
price of, the Offered Notes.


 


(xiii) Willis is not required to be
registered as an “investment
company” under the Investment
Company Act of 1940, as amended (the “Investment
Company Act”).


 


(c)                                  WEST represents and warrants to, and agrees
with, each Purchaser that:


 


(i) WEST is a statutory trust, duly
organized, validly existing, and in good standing under the laws of the State
of Delaware, with full power and authority to own its properties and to conduct
its business, as described in the Series B1 Transaction Documents and as
presently conducted, and is duly qualified to do business as a foreign entity
in each jurisdiction in which the nature of its activities, its ownership or
lease of property or the conduct of its business requires such qualification.
WEST has full power and authority to enter into and perform its obligations
under this Agreement and the Series B1 Transaction Documents to which it
is a party, and WEST is conducting its


 





















 


business so as to comply in all material respects with all applicable
statutes, ordinances, rules, and regulations of the jurisdictions in which it
is conducting business.


 


(ii) Each subsidiary of WEST that is
party to any Series B1 Transaction Document is an entity duly organized,
validly existing and (to the extent such concept is relevant) in good standing
under the laws of its applicable chartering jurisdiction, with full power and
authority to own its properties and to conduct its business, as described in
the Series B1 Transaction Documents and as presently conducted, and is
duly qualified to do business as a foreign entity in each jurisdiction in which
the nature of its activities, its ownership or lease of property or the conduct
of its business requires such qualification. Each such subsidiary has full
power and authority to enter into and perform its obligations under the Series B1
Transaction Documents to which it is a party, and each such subsidiary is
conducting its business so as to comply in all material respects with all
applicable statutes, ordinances, rules, and regulations of the jurisdictions in
which it is conducting business.


 


(iii) This Agreement has been duly
authorized, executed, and delivered by WEST. At or before the Closing Date,
WEST and each subsidiary thereof will have duly authorized, executed, and
delivered each Series B1 Transaction Document to which it is a party, as
applicable.


 


(iv) Assuming their due authorization,
execution, and delivery by the other parties to them other than Willis or WEST
or a subsidiary thereof, as applicable, this Agreement and each of the Series Bl
Transaction Documents, when delivered by any of WEST (or a subsidiary thereof)
that is a party thereto, will constitute valid and binding agreements of WEST
and/or such subsidiary (in each case to the extent a party thereto),
enforceable against WEST and/or such subsidiary in accordance with their
respective terms, except as enforceability may be limited by


 


•                  bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization, fraudulent
conveyance or other similar laws affecting the rights of creditors generally,


 


•                  general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law, and


 


•                  public
policy considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of any
of those agreements that provide indemnification or contribution from
securities law liabilities.


 


(v) The issuance and sale of the Offered
Notes has been duly and validly authorized by WEST; and the Offered Notes, when
duly and validly executed by WEST and authenticated by the Indenture Trustee in
accordance with the Indenture, and paid


 





















 


for and delivered as contemplated in this Agreement, will be valid,
binding and enforceable obligations of WEST entitled to the benefits of the
Indenture and the Security Trust Agreement, except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization, fraudulent conveyance or other similar laws
affecting the rights of creditors generally, and (B) general principles of
equity, regardless of whether enforcement is sought in a proceeding in equity
or at law.


 


(vi) The execution, delivery, and
performance of this Agreement and the Series B1 Transaction Documents to
which it is a party, will not result in a breach or violation of any term of
the certificate of incorporation or by-laws or trust agreement or limited liability
company agreement of, or any statute or regulation applicable to, WEST or any
subsidiary thereof, or conflict with, result in a material breach, violation,
or acceleration of, or constitute a default under, any indenture or other
agreement or instrument to which WEST or any of its subsidiaries is a party or
by which any of them is bound, or any order or decree applicable to WEST or any
of its subsidiaries of any court, regulatory body, administrative agency, or
governmental body having jurisdiction over WEST or any of its subsidiaries.
None of WEST or any of its subsidiaries is a party to, bound by, or in breach
or violation of any indenture or other agreement or instrument, or subject to
or in violation of any statute, order, or regulation of any court, regulatory
body, administrative agency, or governmental body having jurisdiction over it
that materially adversely affects the ability of WEST or such subsidiary, as
applicable, to perform its obligations under this Agreement or any Series B1
Transaction Document to which it is a party.


 


(vii) There are no actions or
proceedings against, or investigations of, WEST or any subsidiary thereof
pending or, to the knowledge of WEST, threatened before any court,
administrative agency or other tribunal


 


•                  asserting
the invalidity of this Agreement, any Series Bl Transaction Document, or
the Offered Notes,


 


•                  seeking
to prevent the issuance of the Offered Notes or the consummation of any of the
transactions contemplated by this Agreement or the Series B1 Transaction
Documents,


 


•                  that
might materially adversely affect the performance by WEST or any subsidiary
thereof (taken as a whole) of its respective obligations under, or the validity
or enforceability against any of them of, this Agreement or any Series B1 Transaction
Document to which any of them is a party, or the Offered Notes, or


 


•                  seeking
to affect adversely the federal income tax attributes of the Offered Notes
described in the Offering Memorandum.


 





















 


(viii) There has not been any material
adverse change in the business, operations, financial condition, properties, or
assets of WEST or any subsidiary thereof (except in respect of the adverse
effect that the financial difficulties of Varig and its subsidiary Rio Sul as a
lessee, as disclosed in the Offering Memorandum, would have on the affected
lessor subsidiaries of WEST Funding) that would have a material adverse effect
on the ability of any of them to perform its obligations under this Agreement,
or any Series B1 Transaction Document to which it is a party (as
applicable).


 


(ix) No authorization, approval, or
consent of, or filing with, any court or governmental authority or agency is
necessary in connection with (A) WEST’s or any subsidiary’s execution and
delivery of this Agreement or any Series B1 Transaction Document to which
it is a party, or (B) the offering, issuance, or sale of the Offered Notes
as contemplated in this Agreement and the Indenture, except such as may be
required under state securities laws, and such security interest filings as may
be contemplated in the Security Trust Agreement or the Indenture or other
applicable Series B1 Transaction Document.


 


(x) Each of WEST and any subsidiary thereof
party to a Series B1 Transaction Document possesses all material licenses,
certificates, authorizations, and permits issued by the appropriate state,
federal, or foreign regulatory agencies or bodies necessary to conduct the
business now operated by it, except in cases in which failure to obtain all
licenses, certificates and permits or other approvals would not singly or in
the aggregate have a material adverse effect on WEST and any subsidiary thereof
taken as a whole. Neither WEST nor any such subsidiary has received any notice
of proceedings relating to the revocation or modification of any such license,
certificate, authorization, or permit that, singly or in the aggregate, if the
subject of any unfavorable decision, ruling, or finding, would materially
adversely affect the business, operations, financial condition, properties or
assets of WEST or such subsidiary, as applicable.


 


(xi) Any taxes, fees, and other governmental
charges payable by WEST or any subsidiary thereof in connection with the
execution and delivery of this Agreement, the Series B1 Transaction
Documents to which any of them is a party and the issuance and sale of the
Offered Notes (other than federal, state, and local taxes payable on the income
or gain recognized therefrom), have been or will be paid on or before the
Closing Date.


 


(xii) Immediately following the closing of
the transactions contemplated on the Closing Date, there will not exist any
default by WEST or any condition, event or act, which, with notice or lapse of
time or both, would constitute an Event of Default or Early Amortization Event.


 





















 


(xiii) WEST has not, directly or indirectly,
solicited any offer to buy or offered to sell, and shall not. directly or
indirectly, solicit any offer to buy or offer to sell, in the United States or
to any United States citizen or resident, any security which is or would be
integrated with the sale of the Offered Notes in a manner that would require
the Offered Notes to be registered under the Act, nor has WEST taken any other
action that would constitute a distribution of any Offered Note under the Act,
would render the disposition of any Offered Note a violation of Section 5
of the Act or any state securities law, or would require registration or
qualification pursuant thereto.


 


(xiv) The Offered Notes are eligible for
resale pursuant to Rule 144A under the Act and shall not be, on the
Closing Date, of the same class as securities listed on a national securities
exchange registered under Section 6 of the United States Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), or quoted
in a United States automated interdealer quotation system.


 


(xv) None of WEST nor any of its affiliates
nor any persons acting on its or their behalf (other than UBS Securities LLC
and UBS Limited, any affiliate of UBS Securities LLC or UBS Limited or anyone
acting on its or their behalf) has engaged or shall engage in any directed
selling efforts as defined in Rule 902 of Regulation S under the Act with
respect to the Offered Notes, and none of the foregoing persons has offered or
sold any of the Offered Notes; and none of the foregoing persons has entered
into any other contractual arrangements with any person with respect to the
distribution of the Offered Notes.


 


(xvi) None of WEST or any of its affiliates
has offered or sold the Offered Notes by means of any form of general solicitation
or general advertising and none of the foregoing persons shall offer to sell,
offer for sale or sell the Offered Notes by means of any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar medium or broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising.


 


(xvii) Prior to the consummation of the
offering and resale transactions contemplated herein, none of WEST or any of
its affiliates has or will, either alone or with one or more other persons, bid
for or purchase for any account in which it or any of its affiliates has a
beneficial interest, any Offered Notes or attempt to induce any person to
purchase any Offered Notes; and none of them will make bids or purchases for
the purpose of creating actual, or apparent, active trading in, or raising the
price of, the Offered Notes.


 


(xviii) WEST is not required to be registered
as an “investment
company,” nor shall WEST be
required to register as an “investment
company,” under the Investment


 





















 


Company Act, as a result of the conduct of its business in the manner
contemplated by the Offering Memorandum and the Series Bl Transaction
Documents.


 


(xix) Assuming the related Purchaser’s
representations set forth in Section 4(b) below are true and
accurate, no registration of the Offered Notes under the Act is required for
the offer and sale of the Offered Notes in the manner contemplated by this
Agreement and no qualification of an indenture under the Trust Indenture Act of
1939, as amended, is required for the offer and sale of the Offered Notes in
the manner contemplated by this Agreement.


 


(xx) Any sale of an Offered Note or an
interest in one made by WEST or any person acting on its behalf outside the
United States, its territories and possessions, to a non-U.S. Person has been
and will be so made in accordance with Regulation S under the Act. With respect
to such Offered Note, WEST and any of its affiliates, and any person acting on
its or their behalf has complied with and will implement “offering restrictions” within the meaning of Rule 902 under
the Act.


 


(xxi) WEST has not offered and shall not
offer the Offered Notes except in accordance with this Agreement.


 


(xxii) Each certificate representing an
Offered Note shall bear the applicable legend as set forth in the Indenture and
the related Supplement for the time period and upon the other terms stated in
the Indenture and the related Supplement.


 


(xxiii) None of the proceeds of the sale of
the Offered Notes will be used, directly or indirectly, for the purpose of
purchasing or carrying any “margin
securities” as that term is
defined in Regulation U of the Board of Governors of the Federal Reserve
System, as amended (the “Federal
Reserve Board”), for
the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any margin security, or for any other purpose
which might cause any of the Offered Notes to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve
Board.


 


(xxiv) Reserved.


 


(xxv) Reserved.


 


(xxvi) Except as disclosed in the Offering
Memorandum, there are no contracts, agreements or understanding between Willis,
WEST or any subsidiary thereof and any other person that would give rise to a
valid claim against Willis, WEST, any subsidiary thereof or a Purchaser for a
brokerage commission, finder’s fee or other like payment.


 





















 


(d) Each Purchaser represents and warrants to and agrees with Willis
and WEST that:


 


(i) It is an “accredited investor” within the meaning of Regulation D under the
Securities Act.


 


(ii) It acknowledges that the Offered
Notes have not been registered under the Act and may not be sold (A) within
the United States or to or for the account or benefit of, U.S. persons except
pursuant to an exemption from the registration requirements of the Act, and (B) otherwise
in accordance with Regulation S.


 


(iii) [Reserved].


 


(iv) It will not solicit any resell to
any person any Offered Note or an interest in one (in the United States, its
territories and possessions, or to, or for the account or benefit of, a U.S.
Person) unless:


 


•                  such
Purchaser reasonably believes that such person at the time is a Qualified
Institutional Buyer that would purchase the Offered Note or interest therein
for its own account or the account of another Qualified Institutional Buyer; or


 


•                  the
resulting purchase transaction is otherwise exempt from the registration
requirements of the Act and such person is an Institutional Accredited
Investor.


 


5.  Certain Agreements of
WEST. WEST
covenants and agree with each Purchaser as follows:


 


(a) Neither the consent of Fortis or HSH of any such amendment or
supplement to the Offering Memorandum shall constitute a waiver of any of the
conditions set forth in Section 6 hereof.


 


(b) [Reserved].


 


(c) [Reserved].


 


(d) [Reserved].


 


(e) Upon the request of a Purchaser, WEST shall furnish to the
each Purchaser, as soon as available, a copy of each report regarding the
Offered Notes that is prepared pursuant to the Indenture or the Servicing
Agreement or Administrative Agency Agreement, furnished to WEST and mailed to
the holders of the Offered Notes.


 





















 


(f) WEST will furnish to holders and prospective purchasers of the
Offered Notes, upon request, information satisfying the requirements of subsection (d)(4)(i) of
Rule 144A under the Act.


 


(g) [Reserved].


 


(h) WEST will furnish to each Purchaser and any holder of Offered
Notes a copy of the restrictions on transfer applicable to the Offered Notes
upon request.


 


(i) WEST will use its best efforts to cause the Offered Notes to
be made eligible for trading in The Portal(SM) Market of The Nasdaq Stock Market, Inc.


 


(j) WEST agrees that it shall not make any offer or sale of securities
if, as a result of the doctrine of “integration” referred to
in Rule 502 promulgated under the Act, such offer or sale could be deemed
to render invalid (for the purpose of (i) the sale of the Offered Notes to
the a Purchaser or (ii) the resale of the Offered Notes by a Purchaser to
others) the exemption from the registration requirements of the Act provided by
Section 4(2) thereof or by Rule 144A or by Regulation S
thereunder or otherwise.


 


(k) Until the expiration of one year after the original issuance of the
Offered Notes, WEST shall not resell any Offered Notes which are “restricted securities” (as such term is defined under Rule 144(a)(3) under
the Act) that have been re-acquired by WEST and shall immediately upon any
purchase of any such Offered Notes submit such Offered Notes to the Indenture
Trustee for cancellation.


 


(1) WEST shall use the net proceeds received by it from the sale
of the Offered Notes in the manner specified in the Final Offering Memorandum
under “Use of Proceeds”.


 


(m) [Reserved].


 


(n) To the extent that the ratings provided on the Offered Notes
are conditional upon the furnishing of documents or the taking of other actions
by WEST, then WEST shall use its reasonable best efforts to furnish such
documents and take any other such action.


 


6.  Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase
and pay for the Offered Notes as provided in this Agreement is subject to:


 


•                  the accuracy of the representations and
warranties on the part of Willis and WEST in this Agreement as of today and as
of the Closing Date,


 


•                  the accuracy of the statements of Willis and
WEST made in any certificates delivered pursuant to this Agreement,


 





















 


•                  the performance by WEST and Willis of their
respective obligations under this Agreement, and


 


•                  the satisfaction of the following additional
conditions with respect to the Offered Notes:


 


(a)  Each Purchaser shall have received the Offering
Memorandum.


 


(b)  there shall not have occurred any of the following:


 


(i) any material adverse change, or any
development or event involving a known prospective change, in the business,
operations, financial condition, properties or assets of


 


•     Willis,


•     WEST, or


•     the
initial Engine portfolio, taken as a whole;


 


the effect of which is, in the judgment of a Purchaser, so material and
adverse as to make it impracticable or inadvisable to proceed with the sale or
delivery of the Offered Notes on the terms and in the manner contemplated by
this Agreement;


 


(ii) any downgrading in the rating of
any debt securities (or preferred stock) of Willis or any of its subsidiaries
by any “nationally
recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or
any public announcement that any such organization has under surveillance or
review its rating of any debt securities (or preferred stock) of Willis or any
of its subsidiaries (other than an announcement with positive implications of a
possible upgrading, and no implication of a possible downgrading, of the
rating);


 


(iii) any material adverse change in
U.S. or international financial, political, or economic conditions or currency
exchange rates or exchange controls that would, in the reasonable judgment of a
Purchaser, be likely to prejudice materially the success of the proposed issue,
sale, or distribution of the Offered Notes, whether in the primary market or in
respect of dealings in the secondary market;


 


(iv) the suspension or limitation of
trading generally on the American Stock Exchange, the New York Stock Exchange,
the NASDAQ National Market System, the Chicago Board of Options Exchange or the
Chicago Board of Trade or the fixing of minimum or maximum prices or maximum
ranges for trading by any such exchange or by order of the Commission, the National
Association of Securities Dealers, Inc. or any other governmental
authority;


 


(v) any banking moratorium declared by
U.S. Federal or New York authorities;


 





















 


(vi) any major disruption of settlements
of securities or clearance services in the United States;


 


(vii) any attack on, outbreak, or
escalation of hostilities or act of terrorism involving the United States, any
declaration of war by Congress, or any other national or international calamity
or emergency if, in the judgment of a Purchaser, the effect of the attack,
outbreak, escalation, act, declaration, calamity, or emergency makes it
impractical or inadvisable to proceed with completion of the offering or resale
of the Offered Notes; or


 


(viii) a change or development involving
a prospective change in United States taxation affecting WEST, the Offered
Notes or the transfer thereof or the imposition of exchange controls by the
United States, if, in the judgment of a Purchaser, the effect of such event
makes it impracticable or inadvisable to proceed with completion of the
offering or resale of the Offered Notes.


 


(c)  Each Purchaser shall have received from each of Willis
and WEST a certificate, dated the Closing Date and executed by their respective
executive officers (or, in the case of WEST, a trustee), to the effect that:


 


(i) the representations and warranties
of Willis or WEST, as applicable, in this Agreement are accurate in all
material respects as of the Closing Date with the same effect as if made on the
Closing Date; and


 


(ii) Willis and WEST, as applicable,
have complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or before the Closing Date.


 


(d)  Each Purchaser shall have received


 


(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.


 


(e)  Each Purchaser shall have received from the Secretary or
an assistant secretary (or equivalent officer) of Willis, 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 Willis, signed this Agreement, any Series Bl
Transaction Document or any other document or certificate


 





















 


delivered on or before the Closing Date in connection with the
transactions contemplated in this Agreement or in the Series B1
Transaction Documents, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified,
and acting as such officer or representative, and the signature of the
individual appearing on the documents and certificates is the officer’s 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.


 


Such
certificate shall be accompanied by accurate copies (certified as such by the
Secretary or an assistant secretary of Willis) of the organizational documents
of Willis, as in effect on the Closing Date, and of the resolutions of Willis
and any required consent relating to the transactions contemplated in this
Agreement and the Series B1 Transaction Documents.


 


(f)  Each Purchaser shall have received from the Secretary or
an assistant secretary of WEST (or of a trustee for WEST), in such person’s
individual capacity, a certificate, dated the Closing Date, to the effect that:


 


(i) each individual who, as an officer
or representative of WEST, signed this Agreement, any Series B1
Transaction Document, or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated in
this Agreement or in the Series B1 Transaction Documents, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified, and acting as such officer or
representative, and the signature of the individual appearing on the documents
and certificates is the officer’s 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.


 


Such
certificate shall be accompanied by accurate copies (certified as such by the
Secretary or an assistant secretary of WEST) of the trust agreement of WEST, as
in effect on the Closing Date, and of the resolutions of WEST, and of any
required consent relating to the transactions contemplated in this Agreement
and the Series B1 Transaction Documents.


 


(g)  Each Purchaser shall have received from the Secretary or
an assistant secretary 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 or a subsidiary thereof, signed the relevant Series B1
Transaction Document to which it is a


 





















 


party, or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated in the Series B1 Transaction Documents, was at the respective
times of such signing and delivery, and is as of the Closing Date, duly elected
or appointed, qualified, and acting as such officer or representative, and the
signature of the individual appearing on the documents and certificates is the
officer’s genuine signature; and


 


(ii) no event (including any act or
omission on the part of WEST Funding or such subsidiary thereof has occurred
since the date of the good standing certificate referred to in paragraph (c) above
that has affected the good standing of it or such subsidiary under the laws of
its chartering jurisdiction (to the extent such concept is relevant to such
subsidiary).


 


Such certificate shall be accompanied by accurate copies (certified as
such by the Secretary or an assistant secretary of WEST Funding) of the
relevant organizational documents of WEST Funding and each such subsidiary, as
in effect on the Closing Date, and of the resolutions of WEST Funding and (if
relevant) each such subsidiary, and of any required consent relating to the
transactions contemplated in the Series B1 Transaction Documents.


 


(h) Each Purchaser shall have received opinions, dated the Closing
Date, from (i) Pillsbury Winthrop Shaw Pittman LLP, in its capacity as
special counsel for Willis, WEST and its subsidiaries party to any Series B1
Transaction Document, (ii) the General Counsel of Willis (as to
entity-specific matters traditionally covered by internal counsel in
asset-backed Rule 144A debt offerings), and (iii) such other law
firms reasonably acceptable to the Purchasers and their counsel, substantially
to the effect that:


 


(i) WEST has been duly
formed, and each of Willis, WEST and any subsidiary thereof party to a Series B1
Transaction Document (any, a “WEST Entity”) is validly existing and (if such concept
is relevant to such entity) is in good standing under the laws of the state of
its formation, with power and authority to own its properties and conduct its
business as described in the Series B1 Transaction Documents; and each
WEST Entity is duly qualified to do business as a foreign entity in good
standing in all other jurisdictions in which its ownership or lease of property
or the conduct of its business requires such qualification.


 


(ii) This Agreement and
any Series B1 Transaction Document to which any of them is a party, each
have been duly authorized, executed and delivered by each WEST Entity party
thereto, as applicable; the Offered Notes have been duly authorized, executed,
authenticated, issued and delivered; and this Agreement and each Series B1
Transaction Document with respect to which a WEST Entity is a party,
constitutes a valid and binding agreement of the relevant WEST Entity,
enforceable against such WEST Entity in accordance with its terms, subject to
the effect of (A) bankruptcy, insolvency, reorganization, receivership,
fraudulent conveyance, fraudulent transfer, moratorium and other laws affecting
the rights and remedies of creditors


 





















 


generally and general principles of equity (whether considered in a
proceeding inequity or at law) and (B) concepts of materiality,
reasonableness, good faith and fair dealings and the discretion of the court
before which any proceeding may be brought.


 


(iii) The Security
Trust Agreement creates a valid lien in favor of the Security Trustee upon all
of the Collateral as granted thereunder; the Security Trustee for the benefit
of the holders of the Offered Notes from time to time will have, upon the
filing of certain financing statements, a perfected security interest in the
Collateral.


 


(iv) WEST is not an “investment company” as such term is defined in the Investment
Company Act.


 


(v) No consent,
approval, authorization or order of, or filing with, any governmental agency or
body or any court is required for the consummation of the transactions
contemplated by this Agreement in connection with the issuance or sale of the
Offered Notes, except for security interest filings contemplated in the
Security Trust Agreement and such as may be required under state securities
laws.


 


(vi) There are no
pending actions, suits or proceedings against or affecting any WEST Entity, or
any of their properties that, if determined adversely, would individually or in
the aggregate have a material adverse effect on the ability of such WEST Entity
to perform its respective obligations under this Agreement or any Series B1
Transaction Document to which it is a party; and no such actions, suits or
proceedings are, to such counsel’s knowledge, threatened or contemplated.


 


(vii) The execution,
delivery and performance of this Agreement and any other Series B1
Transaction Documents to which any WEST Entity is a party, and the issuance and
sale of the Offered Notes and compliance with the terms and provisions thereof
will not result in a breach or violation of any of the terms and provisions of,
or constitute a default under, any statute, any rule, regulation or order of
any governmental agency or body or any court having jurisdiction over such WEST
Entity or any of its properties, or any agreement or instrument to which such
WEST Entity is a party or by which such WEST Entity or any of its properties is
bound or subject, or the organizational or formation documents of such WEST
Entity; and WEST has full power and authority to authorize, issue and sell the
Offered Notes as contemplated by this Agreement.


 


(viii) Such counsel
have no reason to believe that the Offering Memorandum, or any amendment or
supplement thereto, as of the date hereof and as of the Closing Date, contained
any untrue statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 





















 


(ix) Assuming that the
representations and warranties of WEST in this Agreement are accurate and the
agreements of WEST in this Agreement are complied with, it is not necessary in
connection with the offer, sale and delivery of the Offered Notes by WEST to
the Purchasers under this Agreement to register the Offered Notes under the Act
(it being understood that no opinion is expressed as to any sale subsequent to
the initial resales of the Offered Notes by a Purchaser) or to qualify the
Indenture under the Trust Indenture Act of 1939, as amended;


 


(x) The statements in the
Final Offering Memorandum with respect to the Series B1 Transaction
Documents and the Offered Notes, to the extent that they constitute summaries
thereof, constitute accurate summaries of the terms thereof in all material
respects.


 


(xi) The statements made in
the Final Offering Memorandum under the captions “CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES” and “CERTAIN ERISA CONSIDERATIONS”, to the extent that they constitute matters of law or regulation or
legal conclusions, constitute accurate summaries in all material respects;


 


(xii) Assuming compliance
with all the terms specified in the Principal Transaction Agreements and the
Amended and Restated Trust Agreement for WEST, the Offered Notes will be
classified as debt, and WEST will not be classified as an association (or a
publicly traded partnership) taxable as a corporation, in each case for U.S.
federal income tax purposes.


 


(xiii) In the event of a
bankruptcy case involving Willis as debtor under the Bankruptcy Code, a court
properly presented with the facts would hold that Willis’s transfer of the
equity interest in WEST Funding to WEST pursuant to the Asset Transfer
Agreement would constitute a transfer of ownership, and not a mere transfer of
a security interest securing a borrowing by Willis, and that accordingly such
equity interest so transferred (and the property and assets of WEST Funding and
its subsidiaries) and the proceeds thereof would not constitute “property of the estate” of the transferor for purposes of Section 541
of the Bankruptcy Code and would not as a result of such bankruptcy case be
subject to the automatic stay of Section 362(a) of the Bankruptcy
Code.


 


(xiv) In the event of a
bankruptcy case involving Willis as debtor under the Bankruptcy Code, a court
properly presented with the facts would not grant an order substantively
consolidating the assets and liabilities of WEST and its subsidiaries with
those of Willis.


 


(xv) Such other matters as a
Purchaser or its counsel may reasonably request.


 


(i) Each Purchaser shall have received an opinion from counsel or
special counsel to the Indenture Trustee, Security Trustee, Backup Servicer and
the Backup Administrative Agent,


 





















 


dated
the Closing Date and addressing customary entity and agreement enforceability
matters, in form and substance reasonably satisfactory to each Purchaser.


 


(j) On or prior to the Closing Date WEST shall have caused the Engine
Mortgages to be filed/registered with the FAA and the Purchasers shall have
received from McAfee & Tatt, special FAA counsel to WEST, an opinion
dated the Closing Date (or the day thereafter) and in customary form as to the
occurrence, validity, perfection and priority of such filing/registration under
applicable U.S. federal law.


 


(k) The Purchasers shall have received from Deloitte & Touche,
certified public accountants, a letter, dated as of the date of the Final
Offering Memorandum, in form and substance reasonably satisfactory to the
Purchasers, stating in effect that (using the assumptions and methodology
acceptable to the Purchasers, all of which shall be described in such letter)
they have recalculated the numbers and percentages in the Final Offering
Memorandum as the Purchasers reasonably request compared the results of their
calculations to the corresponding items in the Final Offering Memorandum, and
found each of those numbers and percentages in the Final Offering Memorandum to
be in agreement with the results of their calculations.


 


(l) Each Purchaser shall have received all opinions, certificates,
and other documents required under any Series B1 Transaction Document to
be delivered by Willis, WEST or any subsidiary thereof and/or its counsel in
connection with the transactions contemplated thereby, and each such opinion
shall be dated the Closing Date and addressed to each Purchaser.


 


(m) Each Purchaser shall have received all opinions rendered to Moody’s
and/or Fitch by counsel to Willis, WEST and/or any subsidiary thereof, and each
such opinion shall be dated the Closing Date and addressed to each Purchaser.


 


(n) The Offered Notes shall have been rated by Moody’s and Fitch as
specified in the Final Offering Memorandum and such ratings shall not have been
rescinded.


 


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


 


(p) The Offered Notes shall have been executed by WEST and
authenticated by the Indenture Trustee, and the conditions precedent thereto,
as set forth in the Indenture, shall have been satisfied.


 


(q) The Series A1 Notes, the Series A2 Notes, and the Series B2
Notes (each as described in the Offering Memorandum) shall have been validly
issued and delivered to the holders thereof, and all Series B1 Transaction
Documentation in connection therewith (including documentation evidencing the
commitment by such holders to advance funds to WEST under the unfunded portion
of such notes that constitute Warehouse Notes) shall have been validly executed
and delivered and be in full force and effect.


 





















 


(r) Each Purchaser shall have received all opinions rendered to the
holders/purchasers of the Series A1 Notes, the Series A2 Notes or the
Series B2 Notes by counsel to Willis, WEST and/or any subsidiary thereof,
and each such opinion shall be dated the Closing Date and addressed to each
Purchaser (or a reliance letter with respect thereto shall have been executed
and delivered to each Purchaser).


 


(s) On or prior to the Closing Date, WEST shall have funded the Senior
Restricted Cash Account, the Junior Restricted Cash Account, the Engine Reserve
Account, the Security Deposit Account, and the Series A1 Interest Reserve
Account (if any), in each case as contemplated or described in the Series B1
Transaction Documents.


 


(t) The conditions to transfer specified in the Asset Transfer
Agreement (including without limitation with respect to Security Deposits
evidenced by letters of credit) shall have been satisfied as of or prior to the
Closing Date.


 


(u) Custody of “chattel
paper” originals of each of the
Initial Leases shall have been delivered to the Security Trustee or to a
custodian acting as agent of the Security Trustee on or prior to the Closing
Date.


 


(v) Reserved.


 


(w) All proceedings in connection with the transactions contemplated by
this Agreement, and all documents incident to this Agreement and those
proceedings, shall be otherwise reasonably satisfactory in form and substance
to each Purchaser and counsel for each Purchaser.


 


6A. Conditions to the Obligations of WEST. The obligation of WEST to issue the Offered
Notes to a Purchaser as provided in this Agreement is subject to:


 


•                  the
accuracy of the representations and warranties on the part of such Purchaser in
this Agreement as of the Closing Date,


 


•                  the
accuracy of the statements of such Purchaser made in any certificates delivered
pursuant to this Agreement,


 


•                  the
performance by such Purchaser of its obligations under this Agreement, and


 


•                  the
satisfaction of the following additional conditions with respect to the Offered
Notes:


 


(a)                                  there shall not have occurred a change or
development involving a prospective change in United States taxation affecting
WEST, the Offered Notes or the transfer thereof or the imposition of exchange
controls by the United States, if, in the


 





















 


judgment of WEST, the effect of such event makes it impractical or
inadvisable to proceed with completion of the issuance of the Offered Notes.


 


(b)                                 WEST shall have received an opinion from
counsel or special counsel to the Indenture Trustee, Security Trustee, Backup
Servicer and the Backup Administrative Agent dated the Closing Date and
addressing customary entity and agreement enforceability matters, in form and
substance reasonably satisfactory to WEST.


 


(c)                                  The Offered Notes shall have been rated by
Moody’s and Fitch as specified in the Final Offering Memorandum and such
ratings shall not have been rescinded.


 


(d)                                 The Series B1 Transaction Documents
shall have been duly executed and delivered by the parties thereto other than
Willis and WEST.


 


(e)                                  The Series A1 Notes, the Series A2
Notes, and the Series B2 Notes (each as described in the Offering Memorandum)
shall have been validly issued and delivered to the holders thereof, and all Series B1
Transaction Documentation in connection therewith (including documentation
evidencing the commitment by such holders to advance funds to WEST under the
unfunded portion of such notes that constitute Warehouse Notes) shall have been
validly executed and delivered and be in full force and effect.


 


7. Indemnification
and Contribution.


 


(a) WEST and Willis each agree to indemnify


 


•                  each
Purchaser,


 


•                  the
directors, officers, employees, and agents of each Purchaser, and


 


•                  each
person who controls a Purchaser within the meaning of either the Act or the
Exchange Act,


 


against
any and all losses, claims, damages, liabilities, costs, and expenses, joint or
several, as the same are incurred, to which they or any of them may become
subject (under the Act, the Exchange Act, or otherwise) insofar as such losses,
claims, damages, liabilities, costs, and expenses (or actions in respect
thereof) arise out of or are based upon any breach of any representation,
warranty or covenant in this Agreement or any other Series B1 Transaction
Document or any certificate or other written material delivered hereto, and
will periodically reimburse each indemnified party for any legal or other expenses
reasonably incurred by it (as incurred) in connection with investigating or
defending against, settling, compromising or paying any such loss, claim,
damage, liability, cost, expense, or action.


 





















 


(b) [Reserved.]


 


(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action covered under Section 7(a) hereof,
the indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under Section 7(a), notify the indemnifying
party in writing of the commencement of the action; but the omission to so
notify the indemnifying party shall not relieve it from any liability that it
may have to any indemnified party under this Section (except to the extent
that it has been prejudiced in any material respect by such omission) or from
any liability that it may have to such indemnified party otherwise than under Section 7(a) hereof.
In case any action is brought against any indemnified party and the
indemnifying party is notified of its commencement, the indemnifying party
shall be entitled to participate in it, and, if it elects by written notice delivered
to the indemnified party promptly after receiving the notice referred to in the
preceding sentence, the indemnifying party shall be entitled to assume the
defense of the action (jointly with any other indemnifying party similarly
notified) with counsel reasonably satisfactory to the indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to the indemnified
party of its election to so assume the defense of the action, the indemnifying
party shall not be liable to the indemnified party under Section 7(a) hereof
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the immediately preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) for the indemnified party), (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party at the expense of
the indemnifying party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).


 


(d) [Reserved.]


 


(e) [Reserved.]


 


(f) The indemnity agreement in this Section shall remain in
full force regardless of


 





















 


(i) any termination of this Agreement,


 


(ii) any investigation made by Willis,
WEST, a Purchaser, any of their respective directors, trustees (in the case of
WEST) or officers, or any person controlling any of them, and


 


(iii) acceptance of and payment for any
of the Offered Notes.


 


8. Termination. This Agreement shall become effective as of
the date first written above and shall remain in full force and effect.


 


9. Representations, Warranties, Covenants, and
Indemnities to Survive Delivery. All representations, warranties, covenants,
and indemnities in this Agreement shall remain in full force, regardless of any
investigation made by or on behalf of a Purchaser, Willis, WEST or any of the
controlling persons referred to in Section 7, and shall survive delivery
of and payment for the Offered Notes or termination or cancellation of this
Agreement.


 


10. Notices. All communications under this Agreement will
be in writing and effective only on receipt, and


 


•                  if
sent to Fortis, will be mailed, delivered, or either telegraphed or transmitted
by telecopier and confirmed to them at Three Stamford Plaza, 301 Tresser
Boulevard, Stamford, CT 06901, Attention: Loan Administration, with a copy at c/o
Fortis Bank (Nederland) N.V., 3000 AS Rotterdam, The Netherlands - R01.16.02,
Attention: Aviation and Intermodal Finance Group (or at another address
furnished by Fortis to Willis and WEST in accordance with this Section 10);


 


•                if sent to HSH, will be mailed, delivered, or
either telegraphed or transmitted by telecopier and confirmed to them at 230
Park Avenue, New York, NY 10169-0005, Attention: Transportation Finance
Americas (or at another address furnished by Fortis to Willis and WEST in
accordance with this Section 10);


 


•                 if
sent to Willis, delivered or either telegraphed or transmitted by telecopier
and confirmed to it at 2320 Marinship Way, Sausalito, California 94965,
Attention: General Counsel, fax (415) 275-5127 (or at another address furnished
by Willis to each Purchaser and WEST in accordance with this Section 10);
or


 


•                 if
sent to WEST, delivered or either telegraphed or transmitted by telecopier and confirmed
to it at c/o Willis at 2320 Marinship Way, Sausalito, California 94965,
Attention: General Counsel, fax (415) 275-5127 (or at another address furnished
by WEST to each Purchaser and Willis in accordance with this Section 10).


 


11. Amendments, Waivers; Counterparts; Assignment. Neither this Agreement nor any provision of
this Agreement may be changed, waived, discharged, or terminated except by a


 





















 


writing
signed by a duly authorized officer of the party against whom the change,
waiver, discharge, or termination is sought to be enforced. This Agreement may
be executed in any number of counterparts, each of which shall for all purposes
be deemed to be an original and all of which shall together constitute but one
and the same instrument.


 


This Agreement is not assignable by Willis or WEST.


 


12. Successors. This Agreement shall inure to the benefit of
and be binding upon its parties and the officers, directors, trustees and
controlling persons referred to in Section 7 and their respective
successors, and no other person will have any right or obligation under this Agreement.


 


13. Severabitity of Provisions. Any part, provision, representation,
warranty, or covenant of this Agreement that is prohibited or is held to be
void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties to
this Agreement waive any provision of law that prohibits or renders void or
unenforceable any provision of this Agreement.


 


14. Submission to Jurisdiction. Each of Willis, WEST and each Purchaser
hereby irrevocably and unconditionally submits, for itself and its property, to
the non-exclusive jurisdiction of the Supreme Court of the State of New York
sitting in the Borough of Manhattan in The City of New York and of the United
States District Court for the Southern District of New York sitting in the Borough
of Manhattan in The City of New York, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Agreement, and
Willis, WEST and each Purchaser hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in such New
York State or Federal court. Willis, WEST and each Purchaser hereby irrevocably
waive, to the fullest extent that they may legally do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. Willis and
WEST and each Purchaser agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.


 


15. Waiver of Jury Trial. THE PARTIES HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.


 





















 


16.     Applicable Law. This Agreement shall be construed,
interpreted and enforced, in accordance with the internal laws of the State of
New York, (including, without limitation, Sections 5-1401 and 5-1402 of the
General Obligations Law of the State of New York) without giving effect to the
conflict of laws principles thereof.


 


17.     Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter of this Agreement,
and supersedes all prior negotiations, agreements and understandings with
respect thereto.


 


[signatures follow]


 





















 


If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart of this Agreement,
whereupon this Agreement along with all counterparts will become a binding
agreement between Willis, WEST and the Initial Purchaser in accordance with its
terms.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIS
  ENGINE SECURITIZATION

  
	
   

  	
  TRUST)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
    Name:
  

  	
   

  
	
   

  	
   

  	
    Title:
  

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
  WILLIS
  LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
    Name:
  

  	
  Monica
  J. Burke

  
	
   

  	
   

  	
    Title:
  

  	
  Executive
  Vice President

  Chief Financial Officer

  
					



 


Accepted
at New York, New York, as of the date first above written:


 


	
  UBS
  SECURITIES LLC

  	
  UBS
  LIMITED

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
   

  	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


33





















 


If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart of this Agreement,
whereupon this Agreement along with all counterparts will become a binding
agreement between Willis, WEST and the Initial Purchaser in accordance with its
terms.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIS
  ENGINE SECURITIZATION

  
	
   

  	
  TRUST)

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  	
    Name:
  

  	
   

  
	
   

  	
   

  	
    Title:
  

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS
  LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  	
    Name:
  

  	
   

  
	
   

  	
   

  	
    Title:
  

  	
   

  
						



 


Accepted at New York, New
York, as of the date first above
written:


 


	
  UBS
  SECURITIES LLC

  	
   

  	
  UBS
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Berlage

  	
   

  	
  By:

  	
  /s/ Ian Pearce

  	
   

  
	
   

  	
    Name:

  	
  BERLAGE

  	
   

  	
   

  	
    Name:

  	
  IAN PEARCE

  	
   

  
	
   

  	
    Title:

  	
  DIRECTOR

  	
   

  	
   

  	
    Title:

  	
  ASSOCIATE DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ M. Shahmohammed

  	
   

  	
  By:

  	
  /s/ Paul Hevrman

  	
   

  
	
   

  	
    Name:

  	
  M. SHAHMOHAMMED

  	
   

  	
   

  	
    Name:

  	
  PAUL HEVRMAN

  	
   

  
	
   

  	
    Title:

  	
  EXECUTIVE DIRECTOR

  	
   

  	
   

  	
    Title:

  	
  EXECUTIVE DIRECTOR