Exhibit 10.34


 


EXECUTION COPY


 


REDACTED COPY


 


Portions of this Exhibit 10.34 have been
omitted pursuant to a confidential treatment request. The omitted material has
been filed separately with the Securities and Exchange Commission.


 




 


 





ASSET TRANSFER AGREEMENT


 


 










 


 


Among


 


 


WILLIS LEASE FINANCE CORPORATION,


 


 


WILLIS ENGINE SECURITIZATION TRUST,


 


 


and


 


 


WEST ENGINE FUNDING LLC


 


 










 


 


Dated as of


 


August 9, 2005




 


 





 





















 


Table of Contents


 


	
  ARTICLE I DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II TRANSFER OF ASSETS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Transfer of WEST Funding
  Membership Interest

  	
   

  
	
  Section 2.02.

  	
  Transfer of Remaining
  Engines

  	
   

  
	
  Section 2.03.

  	
  Damage to Remaining
  Engines

  	
   

  
	
  Section 2.04.

  	
  Required Financing
  Statements

  	
   

  
	
  Section 2.05.

  	
  Security Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Representations and
  Warranties of the Seller

  	
   

  
	
  Section 3.02.

  	
  Representations and
  Warranties of WEST

  	
   

  
	
  Section 3.03.

  	
  Representations and
  Warranties of WEST Funding

  	
   

  
	
  Section 3.04.

  	
  Representations and
  Warranties of Seller as to Initial Engines

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV ADDITIONAL
  AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Regulatory and Other
  Authorizations; Notices and Consents

  	
   

  
	
  Section 4.02.

  	
  Seller Covenants

  	
   

  
	
  Section 4.03.

  	
  Further Action.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Conditions to WEST’s
  Obligations

  	
   

  
	
  Section 5.02.

  	
  Conditions to the Seller’s
  Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Survival of
  Representations and Warranties

  	
   

  
	
  Section 6.02.

  	
  Indemnification by the
  Seller

  	
   

  
	
  Section 6.03.

  	
  Indemnification by WEST

  	
   

  
	
  Section 6.04.

  	
  Notice, Etc

  	
   

  
	
  Section 6.05.

  	
  Limits on Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Waiver

  	
   

  



 


i





















 


	
  ARTICLE VIII
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Expenses

  	
   

  
	
  Section 8.02.

  	
  Notices

  	
   

  
	
  Section 8.03.

  	
  Headings

  	
   

  
	
  Section 8.04.

  	
  Severability

  	
   

  
	
  Section 8.05.

  	
  Entire Agreement

  	
   

  
	
  Section 8.06.

  	
  Assignment

  	
   

  
	
  Section 8.07.

  	
  No Third Party
  Beneficiaries

  	
   

  
	
  Section 8.08.

  	
  Amendment

  	
   

  
	
  Section 8.09.

  	
  Governing Law

  	
   

  
	
  Section 8.10.

  	
  Waiver of Jury Trial

  	
   

  
	
  Section 8.11.

  	
  Counterparts

  	
   

  
	
  Section 8.12.

  	
  Specific Performance

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Engine Bill of Sale

  	
   

  
	
  EXHIBIT B

  	
  Form of Assignment of Equity
  Interest

  	
   

  
	
  EXHIBIT 3.01(j)

  	
  Initial Leases

  	
   

  
	
  EXHIBIT 3.01(k)

  	
  List of Initial Engines to Be Purchased
  on Initial Closing Date and List of Remaining Engines

  	
   

  
				



 


ii





















 


ASSET TRANSFER AGREEMENT


 


THIS ASSET TRANSFER AGREEMENT, dated as of August 9,
2005 (this “Agreement”), is entered into by and
among WILLIS LEASE FINANCE CORPORATION (the “Seller”),
a Delaware corporation, WILLIS ENGINE SECURITIZATION TRUST (“WEST”), a Delaware statutory trust, and WEST ENGINE FUNDING
LLC, a Delaware limited liability company (the name of which is to be changed
on or prior to the Initial Closing Date from Willis Engine Funding LLC to WEST
Engine Funding LLC, “WEST Funding”).


 


W I T N E S S E T H:


 


WHEREAS, the Seller wishes to transfer and contribute
to WEST on the Initial Closing Date all of its right, title and interest in the
WEST Funding Membership Interest as a sale and contribution to and for the
benefit of WEST, in consideration for the issuance by WEST of the Beneficial
Interest Certificates in WEST pursuant to the Trust Agreement and the payment
and distribution by WEST to the Seller of the cash portion of the WEST Funding
Purchase Price pursuant to this Agreement;


 


WHEREAS, during the Delivery Period, the Seller is
expected to transfer and convey to WEST, as a sale and contribution to and for
the benefit of WEST (which WEST will simultaneously transfer and convey to WEST
Funding, as a sale and contribution to and for the benefit of WEST Funding),
all of its right, title and interest in and to the Remaining Engines and the
related Engine Assets in respect of each Remaining Engine, either directly to
WEST or in an Engine Trust, the beneficial ownership of which is owned by the
Seller, upon the terms and conditions hereinafter set forth, in each case for
payment and distribution of the cash portion of the applicable Engine Purchase
Price;


 


WHEREAS, WEST will collaterally assign the WEST
Funding Membership Interest and its other assets to the Security Trustee, WEST
Funding will collaterally assign its interests in the Engine Trusts and its
other assets to the Security Trustee, and the Engine Trusts will collaterally
assign their assets to the Security Trustee, in each case pursuant to the
Security Trust Agreement, as collateral for the Notes to be issued from time to
time pursuant to the terms of the Indenture and for the other obligations of WEST,
WEST Funding and the Engine Trusts to the Secured Parties; and


 


WHEREAS, the Seller, WEST and WEST Funding agree that
all representations, warranties, covenants and agreements made by the Seller, WEST
and WEST Funding herein shall be for the benefit of the Noteholders, the
Security Trustee and the Indenture Trustee;


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:


 


1





















 


ARTICLE I



DEFINITIONS


 


Section 1.01.                             Definitions.  The terms used herein have the meaning
assigned to them in this Section 1.01. 
Unless otherwise defined herein, all capitalized terms used but not
defined herein have the meanings assigned to such terms in the Indenture.


 


“Action” means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.


 


“Assigned Property”
has the meaning specified in Section 2.01.


 


“Assignment of Equity
Interest” means, in respect of any direct or indirect transfer of an
Engine Interest hereunder, an assignment of ownership interest in the
applicable equity interest being transferred, substantially in the form of Exhibit B
to this Agreement.


 


“Bankruptcy Code”
means Title 11 of the United States Code (11 U.S.C. §§101 et  seq.)
as amended from time to time, and any successor statute.


 


“Beneficial Interest
Certificates” has the meaning given to such term in the Trust
Agreement.


 


“Business” means the business of owning Engines and leasing
Engines to third-party lessees together with all other business which prior to
the date hereof has been conducted by WEST Funding and the Engine Trusts.


 


“Cash Portion”
means (i) with respect to the WEST Funding Purchase Price, the
sum of the Allocated Amounts for the Engines indirectly owned by WEST Funding
on the Initial Closing Date, and (ii) with respect to the Engine Purchase
Price, the amount equal to (A) in the case of each Remaining Engine (other
than the Third Remaining Engine), the Allocated Amount for each such Remaining Engine, and (B) in
the case of the Third Remaining Engine, *** of the Initial Appraised Value of
such Remaining Engine.


 


“Delivery Date”
has the meaning, with respect to each Remaining Engine, given to such term in Section 2.02(b).


 


“Delivery Period”
means the period beginning on the Initial Closing Date and ending on the
sixtieth (60th) day thereafter.


 


“Engine Assets”
means, with respect to any Engine, all of the following:  (a) the Maintenance Reserve Payment
Balance for such Engine as of the Initial Closing Date or Delivery Date, as
applicable, (b) any Lease of such Engine together with all related Lease
Documents, (c) all Security Deposits in respect of such Lease on the Initial
Closing Date or Delivery Date, as applicable, (d) any agreement or
warranty relating to such Engine with or from (i) the manufacturer of such
Engine or any part thereto, (ii) each predecessor owner (other than the
manufacturer) of such Engine and each immediately succeeding owner up to and
including the Seller or the Engine Trust owning such Engine, and (iii) each
predecessor lessor of the Lease












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


 


2





















 


of such Engine and each
immediately succeeding lessor up to and including the Seller or the Engine
Trust owning such Engine, as amended and supplemented through the Initial
Closing Date or Delivery Date, as applicable, (e) all Engine Records and (f) all
income payments and proceeds of the foregoing in connection with any
substitution, release or disposition; provided
that, in the case of an Engine (or the beneficial interest therein) transferred
to WEST or WEST Funding pursuant to this Agreement, the Lease Payments
applicable to the period prior and through the Initial Closing Date, Delivery
Date or such other date as may be agreed to and between the parties hereto, as
applicable, shall be retained by the Seller, and Lease Payments allocable to the
period after the Initial Closing Date, Delivery Date or such other agreed upon
date, as applicable, shall belong to WEST.


 


“Engine Bill of Sale”
means a bill of sale in respect of an Engine, substantially in the form of Exhibit A
hereto, executed and delivered by the Seller and WEST in accordance with the
terms of this Agreement.


 


“Engine Interest”
means, with respect to any Engine that is owned by an Engine Trust, the
beneficial ownership interest in such Engine Trust.  The acquisition or disposition of all of the
Engine Interest with respect to an Engine Trust that holds an Engine
constitutes, respectively, the acquisition or disposition of that Engine.


 


“Engine Purchase Price”
means, with respect to a Remaining Engine conveyed by the Seller to WEST on a
Delivery Date, the sum of (a) the Initial Appraised Value of such
Remaining Engine being transferred, whether directly or by the transfer of an
Engine Trust that owns such Remaining Engine, on the Delivery Date and (b) the
net book value of the related Engine Assets on the Delivery Date.


 


“Engine Records”
means, with respect to any Engine, all logs, technical data, manuals and
maintenance and historical records and inspection reports relating to such
Engine (including Engine records and documents as referred to in the relevant
Lease).


 


“Engine” means a
basic power jet propulsion engine assembly for an aircraft that is (i) stage
III or later compliant, (ii) manufactured by an Approved Manufacturer, and
(iii) (A) with respect to the Initial Closing Date, held in each
Engine Trust beneficially owned by WEST Funding on the Initial Closing Date,
and (B) with respect to each Delivery Date, the Remaining Engine held in
each Engine Trust being transferred to WEST (which WEST will simultaneously
transfer to WEST Funding for the benefit of WEST) on such Delivery Date.


 


“Evidence of Filing”
has the meaning given to such term in Section 2.04(c) hereof.


 


“FAA” has the
meaning given to such term in Section 2.04(a) hereof.


 


“Governmental Authority”
means any of the following:  (a) any
federal, state, county, municipal or foreign government, or political
subdivision thereof, (b) any governmental or quasi-governmental agency,
authority, board, bureau, commission, department, instrumentality or public
body, (c) any court or administrative tribunal or (d) with respect to
any Person, any arbitration tribunal or other non-governmental authority to whose
jurisdiction that Person has consented.


 


3





















 


“Governmental Order” means any order, writ, judgment,
injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.


 


“Indemnified Party” has the meaning given to such term
in Section 6.04 hereof.


 


“Indemnifying Party” has the meaning given to such
term in Section 6.04 hereof.


 


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


 


“Initial Engines”
means the Engines identified on Exhibit 3.01(k) hereto.


 


“Initial Leases”
has the meaning given to such term in Section 3.01(j) hereof.


 


“Liabilities” means any and all debts, liabilities and
obligations, whether accrued or fixed, absolute or contingent, matured or
unmatured or determined or determinable, including, without limitation, those
arising under any Applicable Law, Action or Governmental Order and those arising
under any contract, agreement, arrangement, commitment or undertaking.


 


“Loss” has the meaning given to such term in Section 6.02
hereof.


 


“Maintenance Reserve Payment Balance” means, in respect of
any Engine as of the Initial Closing Date or Delivery Date, the amount of the
Maintenance Reserve Payments related to such Engine held by the Seller on such
date.


 


“Material Adverse Effect” means any circumstance, change in,
or effect on the Business of WEST Funding or the Engine Trusts that,
individually or in the aggregate with any other circumstances, changes in, or
effects on, the Business of WEST Funding or the Engine Trusts:  (a) is, or could be, materially adverse
to the business, operations, assets or liabilities, employee relationships,
customer or supplier relationships, prospects, results of operations or the
condition (financial or otherwise) of WEST Funding or the Engine Trusts or (b) could
adversely affect the ability of WEST or of WEST Funding or the Engine Trusts to
operate or conduct the Business in the manner in which it is currently operated
or conducted by the Seller and WEST Funding or the Engine Trusts.


 


“Material Contracts” has the meaning given to such
term in Section 3.01(j) hereof.


 


“Prior Mortgage”
means, with respect to an Initial Engine, the mortgage and security agreement
or any other similar agreement related to such Initial Engine, filed with the
FAA pursuant to which a security interest to such Initial Engine was granted
prior to the Initial Closing Date or Delivery Date, as applicable.


 


“Remaining Engines”
means each Initial Engine that is not owned by WEST Funding on the Initial
Closing Date and identified as such on Exhibit 3.01(k) hereof.


 


“Seller Indemnified Party”
means any of WEST, the Security Trustee, the Indenture Trustee, the
Noteholders, any other party obligations owing to which are secured under or by
the


 


4





















 


Security Trust Agreement, and any of their respective successors and
assigns, shareholders, subsidiaries, Affiliates, directors, servants, agents
and employees.


 


“Solvent” means, when used with respect to any Person, that
at the time of determination:


 


(i)                                     the
fair value of its assets (both at fair valuation and at present fair saleable
value on an orderly basis) is in excess of the total amount of its liabilities,
including contingent liabilities;


 


(ii)                                  it
is then able and expects to be able to pay its debts as they mature; and


 


(iii)                               it
has capital sufficient to carry on its business as conducted and as proposed to
be conducted.


 


“Third Party Claims”
has the meaning given to such term in Section 6.04 hereof.


 


“Third Remaining Engine”
means the Remaining Engine identified as such on Exhibit 3.01(k)
hereof.


 


“Transfer Documents” has the meaning given to such term in Section 6.01
hereof.


 


“UCC” has the meaning given to such term in Section 2.04(a) hereof.


 


 “WEST Funding LLC Agreement” means the Amended and Restated
Limited Liability Company Operating Agreement of WEST Funding, dated August 9,
2005.


 


“WEST Funding LLC Certificate”
means the Restated Certificate of Formation of WEST Funding, as filed with the
Secretary of State of Delaware on the Initial Closing Date.


 


“WEST Funding Membership
Interest” means all
of the issued and outstanding membership interests of WEST Funding.


 


“WEST Funding Purchase
Price” means, with respect to the WEST Funding Membership Interest
conveyed by the Seller to WEST on the Initial Closing Date, an amount equal to
the sum of (i) the aggregate Initial Appraised Values of the Engines
indirectly owned by WEST Funding on the Initial Closing Date and (ii) the
net book value of the related Engine Assets held by WEST Funding and the Engine
Trusts on the Initial Closing Date.


 


“WEST Indemnified Parties”
has the meaning given to such term in Section 6.03 hereof.


 


ARTICLE II



TRANSFER OF ASSETS


 


Section 2.01.                             Transfer
of WEST Funding Membership Interest. (a)  Upon the terms and subject
to the conditions of this Agreement and the Trust Agreement, on the Initial
Closing Date, the Seller shall sell, transfer and contribute to WEST, and WEST
shall acquire from the Seller,


 


5





















 


all of the Seller’s right, title and interest in, to and under the WEST
Funding Membership Interest (including without limitation all of WEST Funding’s
interests in each WEST Group Member that is a direct or indirect subsidiary of
WEST Funding and each Engine Asset owned by any such direct or indirect
subsidiary), in each case free from any Encumbrance other than Permitted
Encumbrances (all of the foregoing, collectively, the “Assigned
Property”), as a capital contribution by the Seller to WEST valuing
the WEST Funding Membership Interest at a purchase price equal to the WEST Funding
Purchase Price, subject to the payment and distribution by WEST to the Seller
of the Cash Portion of the WEST Funding Purchase Price.  Effective on and as of the Initial Closing
Date, and subject to the terms and conditions contained in this Agreement, WEST
agrees to accept all ownership interests in, and the Seller shall cease to have
any direct (as opposed to indirect, through its equity ownership of WEST)
ownership interest in, the Assigned Property.


 


(b)  Upon the terms and subject to the conditions
of this Agreement, the sale, transfer and contribution of the WEST Funding
Membership Interest contemplated by this Agreement shall take place at a
closing to be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540
Broadway, New York, New York at 10:00 A.M. (New York time) on the Initial
Closing Date.


 


(c)  On the Initial Closing Date, the Seller
shall deliver or cause to be delivered the following items:


 


(i)    to WEST,
an Assignment of Equity Interest in respect of the Seller’s interest in WEST
Funding, together with a membership interest certificate evidencing the WEST
Funding Membership Interest, duly issued and registered in the name of WEST;


 


(ii)   to WEST,
a receipt for the WEST Funding Purchase Price;


 


(iii)  to the Indenture Trustee, the Maintenance
Reserve Payment Balance and the Security Deposits allocable to the Engines
indirectly owned by WEST Funding on the Initial Closing Date, for deposit in
the Engine Reserve Account and Security Deposit Account, respectively (or, if
such Security Deposit is not in cash but is in the form of a letter of credit
or similar instrument, the conditions specified at Section 5.01(j) shall
have been satisfied); and


 


(iv)  to WEST, the opinions, certificates and
other documents required to be delivered pursuant to Section 5.01.


 


(d)  On the Initial Closing Date, WEST shall
deliver or cause to be delivered the following items to the Seller:


 


(i) the Cash Portion of the WEST Funding Purchase
Price;


 


(ii) the Beneficial Interest Certificates to be
issued by WEST on the Initial Closing Date in accordance with Article III
of the Trust Agreement; and


 


6





















 


(iii) the opinions, certificates and other
documents required to be delivered pursuant to Section 5.02.


 


Section 2.02.                             Transfer
of Remaining Engines.  (a)  Upon
the terms and subject to the conditions of this Agreement, the Seller shall
sell, transfer and contribute to WEST Funding, and WEST Funding shall acquire
from the Seller, all of the Seller’s right, title and interest in each
Remaining Engine or the Engine Interest in an Engine Trust holding a Remaining
Engine and in each case the related Engine Assets, as a capital contribution by
the Seller to WEST valuing each Remaining Engine for an amount equal to the
Engine Purchase Price for each such Remaining Engine, subject to the payment
and distribution by WEST to the Seller of the Cash Portion of the Engine
Purchase Price for each Remaining Engine.


 


(b)  Upon the terms and subject to the conditions
of this Agreement, the sale, purchase and contribution of each Remaining Engine
or the Engine Interest in an Engine Trust owning such Remaining Engine
contemplated by this Agreement shall take place at a closing to be held at the
offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New
York at 10:00 A.M. (New York time) on the Delivery Date for such Remaining
Engine.  The Seller shall give WEST and WEST
Funding at least one (1) Business Day’s notice of the proposed transfer to
WEST Funding of a Remaining Engine or Engine Interest in the related Engine
Trust and the date (the “Delivery Date”
for such Remaining Engine or Engine Interest in the related Engine Trust) on
which such transfer is to take place, which shall be a Business Day.  The Seller, WEST Funding and WEST may agree
to postpone the Delivery Date for any Remaining Engine after it is established
pursuant to the preceding sentence but not to a date after the end of the
Delivery Period.


 


(c)  On each Delivery Date, the Seller shall
deliver or cause to be delivered the following items to the indicated party:


 


(i)                                     to
WEST Funding, an Engine Bill of Sale or an Assignment of Equity Interest, as
applicable, for each Remaining Engine or Engine Interest in the related Engine
Trust being transferred on such Delivery Date;


 


(ii)                                  to
WEST, a receipt for the Engine Purchase Price for each Remaining Engine or
Engine Interest in the related Engine Trust being transferred on such Delivery
Date;


 


(iii)                               to
the Indenture Trustee, the Maintenance Reserve Payment Balance and the Security
Deposits allocable to each Remaining Engine, for deposit in the Engine Reserve Account and
Security Deposit Account, respectively, for each Remaining Engine or Engine
Interest in the related Engine Trust being transferred on such Delivery Date
(or, if such Security Deposit is not in cash but is in the form of a letter of
credit or similar instrument, the conditions specified at Section 5.01(j)
shall have been satisfied); and


 


(iv)                              to
WEST and WEST Funding, the opinions, certificates and other documents required
to be delivered pursuant to Section 5.01.


 


7





















 


(d)  On each Delivery Date, WEST shall deliver or
cause to be delivered the following items to the Seller:


 


(i)                                     the
cash portion of the Engine Purchase Price for each Remaining Engine or Engine
Interest in the related Engine Trust being transferred on such Delivery Date


 


(ii)                                  the
Beneficial Interest Certificates, if any, to be issued by WEST on such Delivery
Date in accordance with Article III of the Trust Agreement; and


 


(iii)                               the
opinions, certificates and other documents required to be delivered pursuant to
Section 5.02.


 


(e)  The Seller shall be responsible for the
payment of any transfer taxes due in respect of the transfers of the WEST
Funding Membership Interest, the Engine Interest in the Engine Trusts and the
Remaining Engines.  The Seller, WEST and WEST
Funding shall cooperate in determining the location of any Remaining Engine
that is being delivered during the Delivery Period, if relevant to the
imposition of any such transfer taxes, and shall use commercially reasonable
efforts to avoid or minimize any transfer taxes.


 


Section 2.03.                                     Damage
to Remaining Engines.


 


(a)                                  If during the Delivery Period any Remaining
Engine suffers damage that does not constitute a Total Loss, the following
provisions shall apply:


 


(i)                                     The
Seller shall promptly notify WEST and WEST Funding of such damage;


 


(ii)                                  The
Seller shall notify WEST and WEST Funding as soon as reasonably practicable of
its opinion as to whether such damage is repairable by the end of the Delivery
Period; and


 


(iii)                               If
repairs of such damage can reasonably be expected to be completed by the end of
the Delivery Period, Seller shall use reasonable efforts to procure the repair
of such damage as soon as reasonably practicable, provided that the Seller shall have no liability to WEST and
WEST Funding if such repairs are not completed by the end of the Delivery
Period.


 


(b)                                 If
the Seller determines that it is unable to effect the transfer of any Remaining
Engine or the Engine Interest in the Engine Trust related to such Remaining
Engine within the Delivery Period for any reason other than damage in respect
of such Remaining Engine, the Seller shall promptly notify WEST and WEST
Funding (with a copy to the Indenture Trustee) and provide an explanation for such
inability to effect such transfer.


 


Section 2.04.                             Required
Financing Statements.


 


(a)                                  In
connection with the transfer of the WEST Funding Membership Interest on the Initial
Closing Date, the Seller agrees to record and file no later than the Initial Closing


 


8





















 


Date, at its own expense, the following Uniform Commercial Code (the “UCC”) financing statements and Federal Aviation
Administration (the “FAA”)
recordations:


 


(i)                                     UCC
financing statements evidencing the termination of the security interest of any
Person other than the Security Trustee with respect to any of the Initial
Engines (or Engine Interests) indirectly owned by WEST Funding on the Initial
Closing Date and Engine Assets relating to such Initial Engines; and


 


(ii)                                  Evidence
of recordation of a release of the Prior Mortgages relating to the Initial
Engines indirectly owned by WEST Funding on the Initial Closing Date, filed
with the FAA.


 


(b)                                 In
connection with the transfers of each Remaining Engine or Engine Interest in
the related Engine Trust on each Delivery Date, the Seller agrees to record and
file, at its own expense, the following UCC financing statements (and/or
amendments to previously filed UCC financing statements) and FAA recordations:


 


(i)                                     UCC
financing statements evidencing the termination of the security interest of any
Person other than the Security Trustee with respect to such Remaining Engine or
Engine Interest in the related Engine Trust and the related Engine Assets; and


 


(ii)                                  Evidence
of recordation of a release of the Prior Mortgages relating to such
Remaining Engine, filed with the FAA.


 


(c)                                  All
such UCC financing statements and FAA recordations shall meet the requirements
of Applicable Law.  The Seller shall,
promptly following the Initial Closing Date or the Delivery Date, as
applicable, deliver to WEST (with copies to the Indenture Trustee), (i) with
respect to such UCC financing statements, a file-stamped copy of such UCC
financing statements or, in the event that a file-stamped copy of such UCC
financing statements cannot be obtained in any given jurisdiction, a
certificate signed by the relevant filing agent indicating that he/she filed
such UCC financing statements with the relevant governmental authority in such
jurisdiction, and (ii) with respect to such recordations, evidence of
submission of the applicable recorded documents.  Such file-stamped copies of such UCC
financing statements (or certificates signed by the relevant filing agent, if
applicable) and evidences of submission of the applicable recorded documents
delivered pursuant to the immediately preceding sentence on or promptly
following the Initial Closing Date or Delivery Date, as applicable, shall
constitute the “Evidence of Filing” for such Initial Closing Date or Delivery
Date.  Nothing contained in this Section 2.04
shall limit the Seller’s obligation to file continuation or termination
statements in accordance with Section 2.05 of this Agreement and any
Applicable Law.


 


Section 2.05.                             Security
Agreement.


 


(a)                                  The
Seller, WEST and WEST Funding intend that the transfer by the Seller of the WEST
Funding Membership Interest pursuant to Section 2.01 hereof and each
transfer by the Seller of a Remaining Engine or Engine Interest in the related
Engine Trust pursuant to Section 2.02 hereof shall each constitute a valid
sale, transfer and conveyance by the


 


9





















 


Seller of the assets so transferred and that such assets shall not be
part of the Seller’s estate in the event of the insolvency or bankruptcy of the
Seller.


 


(b)                                 The
Seller and WEST intend that their operations and business would not be
substantively consolidated in the event of the bankruptcy or insolvency of the
Seller and that the separate existence of the Seller and WEST would not be
disregarded in the event of the insolvency or the bankruptcy of the
Seller.  In the event that (i) any
of the WEST Funding Membership Interest, or any Remaining Engine or Engine
Interest in the related Engine Trust is held to be property of the Seller’s
bankruptcy estate or (ii) this Agreement is held or deemed to create a
security interest in any such asset, then (x) this Agreement shall
constitute a security agreement within the meaning of Article 8 and Article 9
of the UCC as in effect in the State of New York and (y) the conveyances
provided for in Section 2.01 and Section 2.02 hereof shall constitute
a grant by the Seller to WEST of a valid perfected security interest in all of
the Seller’s right, title and interest in and to any such asset, which security
interest has been assigned to the Security Trustee pursuant to the Security
Trust Agreement and which security interest will be deemed to have been granted
directly to the Security Trustee from the Seller in the event of the consolidation
of the Seller and WEST in any insolvency proceeding.  In furtherance of the foregoing, (A) WEST
shall have all of the rights of a secured party with respect to the WEST
Funding Membership Interest and the Remaining Engines or Engine Interest in the
related Engine Trusts pursuant to Applicable Law and (B) the Seller shall
execute all documents, including but not limited to UCC financing statements,
as WEST may reasonably require to effectively perfect and evidence WEST’s
security interest in the Remaining Engines and each Engine Trust’s ownership
interest in the Engines and the related Engine Assets owned or purported to be
owned by such Engine Trust.


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


Section 3.01.                             Representations
and Warranties of the Seller.  As an
inducement to WEST and WEST Funding to enter into this Agreement, the Seller
hereby makes the following representations and warranties as of the Initial
Closing Date and as of each Delivery Date, except as otherwise specified below:


 


(a)                                  Organization,
Authority and Qualification of the Seller. 
The Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all necessary power
and authority to own its properties as such properties are currently owned and
to conduct its business as such business is currently conducted, and to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. 
The Seller is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary,
except to the extent that the failure to be so licensed or qualified would not
adversely affect the ability of (i) the Seller to carry out its
obligations under, and to consummate the transactions contemplated by, this
Agreement or (ii) WEST, WEST Funding or any Engine Trust to enforce its
rights with respect to any Engine Interest, Engine or Engine Asset owned or
purportedly owned by it.  The execution
and delivery of this Agreement by the Seller, the performance by the Seller of
its obligations hereunder and


 


10





















 


the consummation by the Seller of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of the
Seller.  This Agreement has been duly
executed and delivered by the Seller, and (assuming due authorization,
execution and delivery by WEST and WEST Funding) this Agreement constitutes a
legal, valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms.


 


(b)                                 Organization,
Authority and Qualification of WEST Funding.  WEST Funding is a limited liability company,
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all necessary power and authority to own, operate or
lease the properties and assets now owned, operated or leased by it and to
carry on the Business as it has been and is currently conducted, and to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby.  WEST
Funding is duly licensed or qualified to do business and is in good standing in
each jurisdiction in which the properties owned or leased by it or the
operation of its business makes such licensing or qualification necessary or
desirable.  All limited liability company
actions taken by WEST Funding have been duly authorized, and WEST Funding has
not taken any action that in any respect conflicts with, constitutes a default
under or results in a violation of any provision of its organizational
documents.  True and correct copies of
the WEST Funding LLC Agreement and the WEST Funding LLC Certificate, each as in
effect on the date hereof, have been delivered by the Seller to WEST.


 


(c)                                  Organization,
Authority and Qualification of the Engine Trusts.  Each of the Engine Trusts is either a
statutory trust, duly organized, validly existing and in good standing under
the laws of the State of Delaware or a grantor trust validly organized under
Utah law by the applicable Engine Trust Agreement, validly existing and in good
standing, and each Engine Trust has all necessary power and authority to own,
operate or lease the properties and assets now owned, operated or leased by it
and to carry on the Business as it has been and is currently conducted.  Each of the Engine Trusts is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business makes
such licensing or qualification necessary or desirable.  All statutory trust or grantor trust actions
taken by each of the Engine Trusts have been duly authorized, and each of the
Engine Trusts has not taken any action that in any respect conflicts with,
constitutes a default under or results in a violation of any provision of its
organizational documents or Engine Trust Agreement, as applicable.  True and correct copies of the organizational
documents of each of the Engine Trusts, each as in effect on the date hereof,
have been delivered by the Seller to WEST.


 


(d)                                 Ownership
of WEST Funding.  The WEST Funding
Membership Interest has been duly authorized, and has been validly issued, and
there are no other securities or any agreement outstanding that provides for
the issuance of additional limited liability company or other equity interests
of WEST Funding, or entitles any Person to exercise preemptive rights or to
manage WEST Funding other than in accordance with the WEST Funding LLC
Agreement.  Immediately prior to the
transfer of the WEST Funding Membership Interest to WEST pursuant to the terms
of this Agreement, the Seller had full legal and beneficial title to the WEST
Funding Membership Interest, free and clear of all Encumbrances except
Permitted Encumbrances, and as of the Initial Closing Date, the Seller has
transferred to WEST full legal and beneficial title to the


 


11





















 


WEST Funding Membership Interest, free and clear of all Encumbrances,
except Permitted Encumbrances.


 


(e)                                  Ownership
of Engine Trusts.  The Engine
Interest in each Engine Trust has been duly authorized, validly issued and
fully paid for and non-assessable, and there is no other agreement outstanding
that provides for the issuance of additional beneficial interests in an Engine
Trust, or that entitles any Person to exercise preemptive rights or to manage
or direct any Engine Trust other than in accordance with the Engine Trust
Agreements.  As of the Initial Closing
Date, WEST Funding has, and will continue to have full legal and beneficial
title to the Engine Interests, free and clear of all Encumbrances except Permitted
Encumbrances.  Immediately prior to the
transfer of any Engine Trust to WEST Funding pursuant to the terms of this
Agreement, the Seller had full legal and beneficial title to the Engine
Interest in such Engine Trust, free and clear of all Encumbrances except
Permitted Encumbrances, and as of the applicable Delivery Date, the Seller has
transferred to WEST full legal and beneficial title to such Engine Interest,
free and clear of all Encumbrances, except Permitted Encumbrances.


 


(f)                                    Ownership
of Engines.  Each Engine Trust owned
by WEST Funding on the Initial Closing Date currently has, and will continue to
have, full legal and beneficial title to the Engine it purports to own, free
and clear of all Encumbrances except Permitted Encumbrances.  Immediately prior to the transfer of any
Engine and related Engine Assets to WEST Funding pursuant to the terms of this
Agreement, the Seller had full legal and beneficial title to such Engine and
related Engine Assets, free and clear of all Encumbrances except Permitted
Encumbrances, and as of the applicable Delivery Date, the Seller has
transferred to WEST full legal and beneficial title to such Engine and related
Engine Assets, free and clear of all Encumbrances, except Permitted
Encumbrances.


 


(g)                                 Governmental
Consent.  Except for the filing with
the SEC of a report on Form 8-K by the Seller, the execution, delivery and
performance of this Agreement by the Seller and the consummation of the
transactions contemplated hereby do not and will not require any consent,
approval, authorization or other order of, action by, filing with or
notification to any Governmental Authority.


 


(h)                                 No
Conflict.  The execution, delivery
and performance of this Agreement by the Seller do not and will not (i) violate,
conflict with or result in the breach of any provision of the organizational
documents of the Seller, WEST Funding or any Engine Trust, (ii) conflict
with or violate (or cause an event which could have a Material Adverse Effect
as a result of) any Applicable Law or Governmental Order applicable to the
Seller, WEST Funding, the Engine Trusts or any of their respective assets,
properties or businesses, including, without limitation, the Business, or (iii) conflict
with, result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation or cancellation of, or result
in the creation of any Encumbrance on the WEST Funding Membership Interest, WEST
Funding, the Engine Trusts or the Initial Engines or on any other asset or
property of the Seller, WEST Funding or the Engine Trusts pursuant to, any
note, bond, mortgage or indenture, contract, agreement, lease, sublease,
license, permit, franchise or other instrument or arrangement to which the
Seller, WEST Funding or any of the Engine Trusts


 


12





















 


is a party or by which the WEST Funding Membership Interest, WEST
Funding, the Engine Trusts or the Initial Engines or any of such other assets
or properties is bound or affected.


 


(i)                                     Compliance
with Laws.  The Seller, WEST Funding
and each Engine Trust has each conducted and continues to conduct the Business
in accordance with all Applicable Laws and Governmental Orders applicable to it
or any of its assets and neither WEST Funding nor any Engine Trust is in
violation of any such Applicable Law or Governmental Order, which violation has
had or could reasonably be expected to have a Material Adverse Effect.  There are no pending or threatened action,
suit or proceeding against the Seller in any way adversely affecting the
transactions.


 


(j)                                     Material
Contracts  (i)  Exhibit 3.01(j)
hereto lists (A) each lease agreement with respect to each Initial Engine,
together with all documents pursuant to which such leases have been amended,
modified, extended, supplemented, assigned or novated from time to time (each
an “Initial Lease”), including the names and
addresses of all the Lessees under the Initial Leases, and (B) all other
material contracts and agreements to which WEST Funding or any Engine Trust is
a party (such Initial Leases, together with all such other material contracts and agreements listed on Exhibit 3.01(j)
to which WEST Funding or any Engine Trust is a party, being the “Material Contracts”):


 


(ii)                                  Each
Material Contract:  (A) is valid,
binding on and enforceable against the respective parties thereto and is in
full force and effect and (B) upon consummation of the transactions
contemplated by this Agreement, shall continue in full force and effect without
penalty or other adverse consequence.  Neither
WEST Funding nor any Engine Trust is in breach of, or default under, any
Material Contract.


 


(iii)                               There
is no contract, agreement or other arrangement granting any Person any
preferential right to purchase, other than in the ordinary course of business
consistent with past practice, any of the properties or assets of WEST Funding
or the Engine Trusts.  All Seller (and
consolidated subsidiaries) pension or profit sharing plans have been fully
funded in accordance with Seller’s applicable obligations.


 


(iv)                              With
respect to the Initial Leases:


 


(A)                              (1) 
Exhibit 3.01(j) hereto contains details of any current events of
default under each Initial Lease involving failure by Lessees to make rental
payments and payments with respect to maintenance reserves and other
miscellaneous amounts when due under the Initial Leases as of July 31,
2005;


 


(2)  no other events of default under any
Initial Lease have occurred and are continuing in respect of which notice to
terminate such Initial Lease has been served on such Lessee or, to the Seller’s
knowledge, could have been served on such Lessee;


 


(3)  to the Seller’s knowledge,
no event of loss or casualty occurrence under any Initial Lease has occurred
with respect to an Engine, other than as disclosed in Exhibit 3.01(j);
and


 


13





















 


(4)  neither the Seller, WEST
Funding nor the applicable Engine Trust has received any written notice of the
exercise of any purchase option or early termination option by any Lessee under
any Initial Lease;


 


(B)  to the Seller’s knowledge, there are no
outstanding claims which have been validly asserted by any Lessee arising out
of any Initial Lease (other than claims constituting Permitted Encumbrances) which in the aggregate would have
a Material Adverse Effect;


 


(C)  to the Seller’s knowledge, no event has
occurred or act or thing has been done or omitted to be done by the Seller, WEST
Funding or the Engine Trusts pursuant to which or as a result of which any
Initial Lease can be terminated or the obligations of any such party thereunder
would be rendered invalid, illegal or unenforceable;


 


(D)  to the Seller’s knowledge, no compulsory Airworthiness
Directives are outstanding against any Initial Engine, and no claims for
contributions to the cost of compliance with Airworthiness Directives pursuant
to the terms of each Initial Lease by any of the Seller, WEST Funding or the
Engine Trusts are outstanding against any Initial Engine;


 


(E)  each Initial Lease requires the Lessee
thereunder to maintain customary casualty and liability insurance with respect
to each Engine subject to such Lease and, in the case of any Engine that is not
subject to a Lease, the Seller maintains such insurance with respect to such
Engine; and


 


(F)  each Initial Lease may be assigned and
pledged by the Lessor thereof.


 


(k)                               Engines  (i)  Exhibit 3.01(k) lists
each Initial Engine owned by each of the Engine Trusts on the Initial Closing
Date.  Exhibit 3.01(k) lists
the Remaining Engines expected to be transferred within the Delivery Period.


 


(ii)                                  The
Seller has, or has caused to be, delivered to WEST true and complete copies of
all Material Contracts and any and all material ancillary documents pertaining
thereto (including, but not limited to, all amendments, consents and evidence
of commencement dates and expiration dates).


 


(l)                                     Taxes  (i)  As of the Initial Closing Date, each
of the Seller, WEST Funding and each Engine Trust has filed on a timely basis
all income and other material tax returns (including, without limitation,
foreign, federal, state, local and otherwise) required to be filed, is not
liable for taxes payable by any other Person and has paid or made adequate
provisions for the payment of all taxes, assessments and other governmental
charges due from any of the Seller, WEST Funding or any Engine Trust.  All such tax returns are true and correct in
all material respects.  To the Seller’s
knowledge, no tax lien or similar Encumbrance has been filed, and no claim is
being asserted, with respect to any such tax, assessment or other governmental
charge.  Neither the Seller, WEST Funding
nor any Engine Trust is aware of any


 


14





















 


proposed or pending tax assessments, deficiencies or audits that could
be reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect.


 


(m)                               Insolvency.  The Seller is Solvent and will not become no
longer Solvent after giving effect to the transactions contemplated hereby.


 


(n)                                 Full
Disclosure.  (i)  The Seller is
not aware of any facts pertaining to WEST Funding, the Engine Trusts or the
Business which affect adversely WEST Funding, the Engine Trust or the Business
or which are likely in the future to affect adversely WEST Funding, the Engine
Trusts or the Business and which have not been disclosed in this Agreement or
otherwise disclosed to WEST by the Seller in writing (with a copy to the
Indenture Trustee).


 


(ii)                                  No
representation or warranty of the Seller in this Agreement, nor any statement,
disclosure exhibit or schedule, or certificate furnished or to be furnished to WEST
pursuant to this Agreement, or in connection with the transactions contemplated
by this Agreement, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements contained herein or therein, in the light of the circumstances under
which they were made, not misleading.


 


Section 3.02.                             Representations
and Warranties of WEST.  As an
inducement to the Seller and WEST Funding to enter into this Agreement, WEST
hereby makes the following representations and warranties as of the Initial
Closing Date with respect to the WEST Funding Membership Interest transferred
to WEST on the Initial Closing Date and as of each Delivery Date with respect
to the Remaining Engines or Engine Trusts transferred to WEST Funding on such
Delivery Date.


 


(a)                                  Organization
and Authority of WEST.  WEST is a
statutory trust duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all necessary power and authority to
enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby.  The execution and delivery of this Agreement
by WEST, the performance by WEST of its obligations hereunder and the
consummation by WEST of the transactions contemplated hereby have been duly
authorized by all requisite action on the part of WEST.  This Agreement has been duly executed and
delivered by WEST, and (assuming due authorization, execution and delivery by
the Seller and WEST Funding) this Agreement constitutes, a legal, valid and
binding obligation of WEST enforceable against WEST in accordance with its
terms.


 


(b)                                 Governmental
Consents and Approvals.  The
execution, delivery and performance of this Agreement by WEST do not and will
not require any consent, approval, authorization or other order of, action by,
filing with or notification to any Governmental Authority.


 


(c)                                  No
Conflict.  Except as may result from
any facts or circumstances relating solely to the Seller, the execution,
delivery and performance of this Agreement by WEST do not and will not (i) violate,
conflict with or result in the breach of any provision of the Trust Agreement
of WEST, (ii) conflict with or violate any Applicable Law or Governmental


 


15





















 


Order applicable to WEST or (iii) conflict with, or result in any
breach of, constitute a default (or event which with the giving of notice or
lapse or time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation, or cancellation of, or result in the creation of any
Encumbrance on any of the assets or properties of WEST pursuant to, any note,
bond, mortgage or indenture, contract, agreement, lease, sublease, license,
permit, franchise or other instrument or arrangement to which WEST is a party
or by which any of such assets or properties are bound or affected which would
have a material adverse effect on the ability of WEST to consummate the
transactions contemplated by this Agreement.


 


(d)                                 Investment
Purpose.  WEST is acquiring the WEST
Funding Membership Interest on the Initial Closing Date, and WEST Funding is
acquiring the Remaining Engines or the Engine Interest in the Engine Trusts
related to such Remaining Engines on the applicable Delivery Date, if any,
solely for the purpose of investment and not with a view to, or for offer or
sale in connection with, any distribution thereof.


 


Section 3.03.                             Representations
and Warranties of WEST Funding.  As
an inducement to the Seller and WEST to enter into this Agreement, WEST Funding hereby makes the following
representations and warranties as of each Delivery Date with respect to the
Remaining Engines or Engine Trusts transferred to WEST Funding on such Delivery
Date.


 


(a)                                  Organization
and Authority of WEST Funding.  WEST
Funding is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all necessary
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement
by WEST Funding, the performance by WEST Funding of its obligations hereunder
and the consummation by WEST Funding of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of WEST Funding.  This Agreement has been duly executed and
delivered by WEST Funding, and (assuming due authorization, execution and
delivery by the Seller and WEST) this Agreement constitutes, a legal, valid and
binding obligation of WEST Funding enforceable against WEST Funding in
accordance with its terms.


 


Section 3.04.                             Representations
and Warranties of Seller as to Initial Engines.  In respect of any transfer of a Remaining
Engine or Engine Interest in the related
Engine Trust on a Delivery Date, and for the avoidance of doubt in
respect of the Initial Engines transferred on the Initial Closing Date or that
are owned by Engine Trusts transferred on a Delivery Date, each Initial Engine
is a used aircraft engine and is being sold “AS IS, WHERE IS”, AND SELLER
DISCLAIMS AND WEST WAIVES ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
OF ANY KIND OR NATURE WITH RESPECT TO THE ENGINE (INCLUDING, WITHOUT
LIMITATION, ANY OBLIGATION OR LIABILITY IN NEGLIGENCE, WHETHER ACTIVE OR
PASSIVE, OR WITH RESPECT TO FITNESS, MERCHANTABILITY, LOSS OF USE OR
CONSEQUENTIAL DAMAGES), except with respect to and without prejudice to any
rights and remedies relating to any express representations or warranties of
the Seller set forth elsewhere herein, and except that the Seller represents
and warrants in respect of each Initial Engine:


 


16





















 


(a)                                  as of the
Initial Closing Date or the applicable Delivery Date, there are no unpaid
invoices, penalties, taxes or charges that have resulted, or could by operation
of law or otherwise result, in the imposition of a mechanic’s lien, materialmen’s
lien, artisan’s lien or other such lien encumbering such Initial Engine; and


 


(b)                                 on or
prior to the Initial Closing Date or the applicable Delivery Date on which each
Initial Engine is transferred, such Initial Engine has not been removed from an
aircraft involved in an accident or incident, such Initial Engine has not been
involved in an accident or incident, major failure, or fire nor has such
Initial Engine been subjected to extreme stress or heat or obtained from governmental
or any military sources.


 


Notwithstanding
the foregoing, nothing in this Section 3.04 is intended to constitute, nor
shall anything in this Section 3.04 be construed as, a waiver by WEST of
any claim or right that it may have against the Seller for breach of any
representation, warranty or covenant expressly contained in this Agreement.


 


Section 3.05.                             Interpretation.  As used herein, “to the Seller’s knowledge”
means the awareness of facts or other information by any officer of the Seller
responsible for the matters that are the subject of such facts or information, including,
without limitation, in its capacity as Servicer or Administrative Agent.


 


Section 3.06.                             Reliance
by WEST.  The Seller and WEST Funding
each acknowledge that WEST is entering into this Agreement and the other Related
Documents to which it is a party in reliance upon the accuracy of each of the
representations and warranties, which representations and warranties have been
given by the Seller and/or WEST Funding so as to induce WEST to enter into this
Agreement and the other Related Documents to which it is a party.


 


Section 3.07.                             [Reserved]


 


Section 3.08.                             Beneficiaries.  The benefit of the representations and
warranties shall run to the Indenture Trustee and the Security Trustee, in each
case for the benefit of the Noteholders and other parties whose obligations are
secured under or by the Security Trust Agreement.


 


Section 3.09.                             Survival
of Representations.  The
representations and warranties in respect of any Engine, Engine Asset and/or
the Engine Interests shall continue and survive in full force and effect after
the date hereof until the Notes and all other obligations secured under the
Security Trust Agreement have been indefeasibly paid in full.


 


Section 3.10.                             Independent
Representations.  Each of the
representations and warranties shall be construed as a separate and independent
representation and warranty and shall not be limited or restricted by reference
to the terms of any other provision of this Agreement, any other Related
Document or any other representation or warranty.


 


17





















 


ARTICLE IV



ADDITIONAL AGREEMENTS


 


Section 4.01.                             Regulatory
and Other Authorizations; Notices and Consents  The Seller shall use its reasonable efforts
to obtain (or cause WEST Funding and the Engine Trusts to obtain) all
authorizations, consents, orders and approvals of all Governmental Authorities
and officials that may become necessary in the future for the performance of
its obligations pursuant to this Agreement and will cooperate fully with WEST
in promptly seeking to obtain all such authorizations, consents, orders and
approvals.


 


Section 4.02.                             Seller
Covenants.  The Seller covenants and
agrees that it will not, prior to the date that is one year and one day after
the payment in full of all amounts owing pursuant to the Indenture, institute
against any WEST Group Member, or join any other Person in instituting against
any WEST Group Member, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or similar proceedings under the laws of any
applicable jurisdiction.  This subsection 4.02 shall
survive the termination of this Agreement.


 


Section 4.03.                             Further
Action.  Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under Applicable
Law, and execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate and make
effective the transactions contemplated by this Agreement.


 


ARTICLE V



CONDITIONS PRECEDENT


 


Section 5.01.                             Conditions
to WEST’s Obligations.  The
obligations of WEST to acquire the WEST Funding Membership Interest on the Initial
Closing Date and to acquire the Remaining Engines or Engine Interest in the
related Engine Trusts on any Delivery Date shall be subject to the satisfaction
of the following conditions:


 


(a)                                  All
representations and warranties of the Seller contained in this Agreement shall
be true and correct in all material respects as of the Initial Closing Date and
as of each such Delivery Date, as applicable, with the same effect as though
such representations and warranties had been made on such date, except to the
extent made as of another date, and the covenants and agreements contained in
this Agreement to be complied with by the Seller on or before the Initial
Closing Date or such Delivery Date, as applicable, shall have been complied
with in all material respects, and WEST shall have received a certificate from
the Seller to such effect signed by a duly authorized officer of the Seller;


 


(b)                                 No
proceeding shall have been commenced by or before any Governmental Authority
against the Seller, WEST or WEST Funding, seeking to restrain or materially and
adversely alter the transactions contemplated by this Agreement which, in the
reasonable, good faith determination of WEST, is likely to render it impossible
or unlawful to


 


18





















 


consummate such transactions; provided, however,
that the provisions of this Section 5.01(b) shall not apply if WEST
has directly or indirectly solicited or encouraged any such proceeding;


 


(c)                                  WEST
shall have received a true and complete copy, certified by the Secretary of the
Seller, of the organizational documents of the Seller and resolutions duly and
validly adopted by the Board of Directors of the Seller evidencing its
authorization of the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby;


 


(d)                                 WEST
shall have received a certificate of the Secretary of the Seller certifying the
names, signatures and offices of the persons authorized to sign this Agreement
and the other documents to be delivered hereunder;


 


(e)                                  WEST
shall have received from Pillsbury Winthrop Shaw Pittman LLP a legal opinion,
addressed to WEST and dated on the Initial Closing Date or Delivery Date, as
applicable;


 


(f)                                    WEST
shall have received the proceeds of the Notes to be issued under the Indenture;


 


(g)                                 No
event or events shall have occurred, or be reasonably likely to occur, which,
individually or in the aggregate, have, or could have, a Material Adverse
Effect;


 


(h)                                 Chattel
paper original of each Lease delivered to the Custodial Agent pursuant to the
Custodial Agreement;


 


(i)                                     Each
of the items listed in Section 2.01(c) or Section 2.02 (c), as
applicable, in form and substance satisfactory to WEST in its sole and absolute
discretion; and


 


(j)                                     WEST
(or the Security Trustee as its pledgee) shall have received payment in full of
the Security Deposit actually paid by any Initial Lessee and not previously
applied to satisfy in whole or in part such Lessee’s obligations under an
Initial Lease and the Maintenance Reserve Payment Balance with respect to each
Engine under lease, or in the case of a Security Deposit, if the Security
Deposit held under the Lease is in the form of a letter of credit, guarantee or
other instrument, the Seller, WEST Funding or the applicable Lessor shall have
caused such letter of credit, guarantee or other instrument to be delivered to
the Servicer, on behalf of the applicable Engine Trust or other Lessor, and if
the beneficiary of such letter of credit, guarantee or other instrument is not
the applicable Engine Trust or then-applicable Lessor, then the Seller or WEST
Funding shall have caused, or shall cause as soon as practicable after the
Initial Closing Date, such letter of credit, guarantee or other instrument to
be amended or reissued in favor of WEST, WEST Funding or the then-applicable
Lessor and shall have taken, or shall take as soon as practicable after the
Initial Closing Date, such other actions as may be necessary to effectuate the
assignment of all rights, title and interest of the pre-existing Lessor in and
to such letter of credit, guarantee or instrument to WEST, WEST Funding or the
then-applicable Lessor.


 


Section 5.02.                             Conditions
to the Seller’s Obligations.  The
obligations of the Seller to assign and transfer the WEST Funding Membership
Interest on the Initial Closing


 


19





















 


Date and to assign and transfer the Remaining Engines or Engine
Interest in the related Engine Trusts on any Delivery Date shall be subject to
the satisfaction of the following conditions:


 


(a)                                  All
representations and warranties of WEST and WEST Funding contained in this
Agreement shall be true and correct in all material respects as of the Initial
Closing Date and as of each such Delivery Date, as applicable, with the same
effect as though such representations and warranties had been made on such
date, except to the extent made as of another date, and the covenants and
agreements contained in this Agreement to be complied with by WEST and WEST
Funding on or before the Initial Closing Date or such Delivery Date, as
applicable, shall have been complied with in all material respects, and the
Seller shall have received a certificate from WEST to such effect signed by a
Controlling Trustee of WEST;


 


(b)                                 No
proceeding shall have been commenced by or before any Governmental Authority
against the Seller, WEST or WEST Funding, seeking to restrain or materially and
adversely alter the transactions contemplated by this Agreement which, in the
reasonable, good faith determination of the Seller, is likely to render it
impossible or unlawful to consummate such transactions; provided,
however, that the provisions of this Section 5.02(b) shall
not apply if the Seller has directly or indirectly solicited or encouraged any
such proceeding;


 


(c)                                  The
Seller shall have received a true and complete copy, certified by a Controlling
Trustee of WEST, of the resolutions duly and validly adopted by the Controlling
Trustees of WEST evidencing its authorization of the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby;


 


(d)                                 The
Seller shall have received a certificate of a Controlling Trustee of WEST
certifying the names and signatures of the Controlling Trustees of WEST
authorized to sign this Agreement and the other documents to be delivered
hereunder;


 


(e)                                  The
Seller shall have received from Pillsbury Winthrop Shaw Pittman LLP a legal
opinion, addressed to the Seller and dated on the Initial Closing Date or
Delivery Date, as applicable;


 


(f)                                    WEST
shall have received the proceeds of the Notes to be issued under the Indenture;


 


(g)                                 No
event or events shall have occurred, or be reasonably likely to occur, which,
individually or in the aggregate, have, or could have, a Material Adverse
Effect; and


 


(h)                                 Each
of the items listed in Section 2.01(d) or Section 2.02(d), as
applicable, each in form and substance satisfactory to the Seller in its sole
and absolute discretion.


 


ARTICLE VI



INDEMNIFICATION


 


Section 6.01.                             Survival
of Representations and Warranties. 
The representations and warranties of the Seller contained in this Agreement,
and all statements contained in this 


 


20





















 


Agreement, the Exhibits to this Agreement, and any certificate, or
report or other document delivered pursuant to this Agreement or in connection
with the transactions contemplated by this Agreement (collectively, the “Transfer Documents”), shall survive the Initial Closing Date
and each Delivery Date.


 


Section 6.02.                             Indemnification
by the Seller.  Each Seller Indemnified Party shall be
indemnified and held harmless by the Seller for any and all Liabilities,
losses, damages, claims, costs and expenses, interest, awards, judgments and
penalties (including, without limitation, attorneys’ and consultants’ fees and
expenses) actually suffered or incurred by them (including, without limitation,
any of the foregoing arising from any Action brought or otherwise initiated by
any of them) (hereinafter a “Loss”), arising
out of or resulting from or relating to:


 


(i)                                     the breach or inaccuracy of any
representation or warranty made by the Seller contained in any Transfer
Document;


 


(ii)                                  the breach of any covenant or agreement
by the Seller contained in the Transfer Documents;


 


(iii)                               Liabilities of WEST Funding and the Engine Trusts, whether arising
before or after the Initial Closing Date or any Delivery Date, as applicable,
arising from or relating to the ownership or actions or inactions of WEST
Funding and the Engine Trusts or the conduct of their respective businesses
prior to the Initial Closing Date or the applicable Delivery Date;


 


(iv)                              any and all Losses suffered or incurred
by WEST, WEST Funding or the Engine Trusts by reason of or in connection with
any claim or cause of action of any third party to the extent arising out of
any action, inaction, event, condition, liability or obligation of the Seller
occurring or existing prior to the Initial Closing Date or the applicable
Delivery Date; or


 


(v)                                 any liability for Taxes, including any
liability arising with respect to any and all Taxes of any member of a
consolidated, combined or unitary group at which WEST Funding or any of the
Engine Trusts is or was a member, by reason of the liability of WEST Funding or
any Engine Trust pursuant to Treas. Reg. § 1.1502-6 or analogous or
similar state, local or foreign laws or regulation with respect to any period
or portion thereof ending on or prior to the Initial Closing Date or the
applicable Delivery Date.


 


It is understood that any WEST indemnification obligation relating to
Losses in respect of clauses (iii) or (iv) above shall not be in
derogation or limitation of any separate obligation or liability or offsetting
claim that WEST may have against the Seller in its capacity as Servicer or
Administrative Agent.  To the extent that
the Seller’s undertakings set forth in this Section 6.02 may be
unenforceable, the Seller shall contribute the maximum amount that it is
permitted to contribute under Applicable Law to the payment and satisfaction of
any such Losses.


 


Section 6.03.                             Indemnification
by WEST.  The Seller, its Affiliates (other than
WEST, WEST Funding and the Engine Trusts) and their successors and assigns, and
the trustees and agents of the Seller, its Affiliates (other than WEST, WEST
Funding and the Engine Trusts) and


 


21





















 


their successors and assigns (each an “WEST
Indemnified Party”) shall be indemnified and held harmless by WEST
for any Loss arising out of or resulting from:


 


(i)                                     the breach of any representation or
warranty made by WEST or WEST Funding contained in the Transfer Documents;


 


(ii)                                  the breach of any covenant or agreement
by WEST or WEST Funding contained in the Transfer Documents;


 


(iii)                               Liabilities of WEST Funding or the Engine Trusts arising from or
relating to the ownership or actions or inactions of WEST Funding or the Engine
Trusts or the conduct of their respective businesses after the Initial Closing
Date or the applicable Delivery Date until the second anniversary of such date;
or


 


(iv)                              any and all Losses suffered or incurred
by the Seller by reason of or in connection with any claim or cause of action
of any third party to the extent arising out of any action, inaction, event,
condition, liability or obligation of WEST or WEST Funding or the Engine Trusts
occurring or existing after the Initial Closing Date or the applicable Delivery
Date until the second anniversary of such date.


 


To the extent that WEST’s undertakings set forth in this Section 6.03
may be unenforceable, WEST shall contribute the maximum amount that it is
permitted to contribute under Applicable Law to the payment and satisfaction of
all Losses incurred by the Seller.


 


Section 6.04.                             Notice,
Etc.  A Seller Indemnified Party or an WEST
Indemnified Party (each, an “Indemnified Party”)
shall give WEST or the Seller, respectively, (each, the applicable “Indemnifying Party”) notice of any matter which an
Indemnified Party has determined has given or could give rise to a right of
indemnification under this Agreement, within 60 days of such determination,
stating the amount of the Loss, if known, and method of computation thereof,
and containing a reference to the provisions of this Agreement in respect of
which such right of indemnification is claimed or arises; provided,
however, that the failure to provide such notice shall not release such
Indemnifying Party from any of its obligations under this Article VI
except to the extent such Indemnifying Party is materially prejudiced by such
failure and shall not relieve such Indemnifying Party from any other obligation
or Liability that it may have to any Indemnified Party otherwise than under
this Article VI.  The obligations
and Liabilities of any Indemnifying Party under this Article VI with
respect to Losses arising from claims of any third party which are subject to
the indemnification provided for in this Article VI (“Third Party
Claims”) shall be governed by and contingent upon the following
additional terms and conditions: if an Indemnified Party shall receive notice
of any Third Party Claim, the Indemnified Party shall give the applicable
Indemnifying Party notice of such Third Party Claim within 30 days of the
receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice
shall not release such Indemnifying Party from any of its obligations under
this Article VI except to the extent such Indemnifying Party is materially
prejudiced by such failure and shall not relieve such Indemnifying Party from
any other obligation or Liability that it may have to any Indemnified Party
otherwise than under this Article VI. 
If any Indemnifying Party acknowledges in writing its obligation to
indemnify the Indemnified Party hereunder against any Losses that may result
from such Third Party Claim,


 


22





















 


then such Indemnifying Party shall be entitled
to assume and control the defense of such Third Party Claim at its expense and
through counsel of its choice if it gives notice of its intention to do so to
the Indemnified Party within five days of the receipt of such notice from the
Indemnified Party; provided, however, that if there exists or is
reasonably likely to exist a conflict of interest that would make it
inappropriate in the judgment of the Indemnified Party, in its sole and
absolute discretion, for the same counsel to represent both the Indemnified
Party and the Indemnifying Party, then the Indemnified Party shall be entitled
to retain its own counsel, in each jurisdiction for which the Indemnified Party
determines counsel is required, at the expense of the Indemnifying Party.  In the event any Indemnifying Party exercises
the right to undertake any such defense against any such Third Party Claim as
provided above, the Indemnified Party shall cooperate with such Indemnifying
Party in such defense and make available to such Indemnifying Party, at the
Indemnifying Party’s expense, all witnesses, pertinent records, materials and
information in the Indemnified Party’s possession or under the Indemnified
Party’s control relating thereto as is reasonably required by such Indemnifying
Party.  Similarly, in the event the
Indemnified Party is, directly or indirectly, conducting the defense against
any such Third Party Claim, the Indemnifying Party shall cooperate with the
Indemnified Party in such defense and make available to the Indemnified Party,
at such Indemnifying Party’s expense, all such witnesses, records, materials
and information in such Indemnifying Party’s possession or under such
Indemnifying Party’s control relating thereto as is reasonably required by the
Indemnified Party.  No such Third Party
Claim may be settled by the Indemnifying Party without the prior written
consent of the Indemnified Party.


 


Section 6.05.                             Limits
on Indemnification.  Notwithstanding anything to the contrary
contained in this Agreement, the maximum amount of indemnifiable Losses which
may be recovered from an Indemnifying Party arising out of or resulting from
the causes enumerated in this Article VI shall be an amount equal to the
sum of the WEST Funding Purchase Price and the Engine Purchase Prices.


 


ARTICLE VII



WAIVER


 


Section 7.01.                             Waiver.  Any
party to this Agreement may (a) extend the time for the performance of any
of the obligations or other acts of the other party, (b) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered by the other party pursuant hereto or (c) waive
compliance with any of the agreements or conditions of the other parry
contained herein.  Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed by
the party to be bound thereby.  Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement.  The failure of any party to assert any of its
rights hereunder shall not constitute a waiver of any of such rights.  Notwithstanding anything to the contrary in
this Article VII, no such extension or waiver by WEST or WEST Funding
shall be valid unless consented to by the Indenture Trustee (unless the lien of
the Indenture has been irrevocably satisfied and discharged in full).


 


23





















 


ARTICLE VIII



MISCELLANEOUS PROVISIONS


 


Section 8.01.                             Expenses. 
Except as otherwise specified in this Agreement, all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial
advisors and accountants, incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the Seller, whether or not
the Closing shall have occurred.


 


Section 8.02.                             Notices. 
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made (and shall be deemed
to have been duly given or made upon receipt) by delivery in person, by
recognized courier service or by facsimile (with a copy by recognized courier
service) to the respective parties at the following addresses (or at such other
address for a party as shall be specified in a notice given in accordance with
this Section 8.02):


 


(a)                                  if
to the Seller:


 


Willis Lease Finance Corporation


2320 Marinship Way, Suite 300

Sausalito, California 94965


Attention: 
General Counsel


Fax:   (415)
331-0607


 


(b)                                 if
to WEST:


 


Willis Engine
Securitization Trust


c/o Wilmington Trust
Company


Rodney Square North


Wilmington, Delaware 19890

Attention:  Corporate Trust Administrator


Fax:  (302)
651-8882


 


With a copy to:


 


Willis Lease Finance Corporation


2320 Marinship Way, Suite 300

Sausalito, California 94965


Attention: 
General Counsel


Fax:   (415)
331-0607


 


(c)                                  if
to WEST Funding:


 


WEST Engine Funding
LLC


2320 Marinship Way, Suite 300

Sausalito, California 94965


Attention: 
Chief Financial Officer


Fax:   (415)
331-0607


 


24





















 


Section 8.03.                             Headings. 
The descriptive headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


Section 8.04.                             Severability. 
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any Applicable Law or public policy in a
jurisdiction, the such term or provision shall only be invalid in such
jurisdiction and all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest
extent possible.


 


Section 8.05.                             Entire
Agreement.  This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
thereof and supersedes all prior agreements and undertakings, both written and
oral, between the Seller and WEST with respect to the subject matter hereof and
thereof.


 


Section 8.06.                             Assignment.  Except
as described in the recitals hereto and as contemplated in Section 3.08, this
Agreement may not be assigned by operation of law or otherwise without the
express written consent of the Seller, WEST and WEST Funding (which consent may
be granted or withheld in the sole discretion of the Seller, WEST or WEST
Funding).  Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that WEST and
WEST Funding have assigned this Agreement (including all of their respective
rights hereunder) to the Indenture Trustee.


 


Section 8.07.                             No
Third Party Beneficiaries.  Except as described in the recitals hereto
and as contemplated in Section 3.08, and except for the provisions of Article VI
relating to Indemnified Parties, this Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their permitted assigns (including
the Indenture Trustee) and nothing herein, express or implied, is intended to
or shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.


 


Section 8.08.                             Amendment.  This
Agreement may not be amended or modified except (a) by an instrument in
writing signed by or on behalf of, the Seller, WEST and WEST Funding or (b) by
a waiver in accordance with Section 7.01; provided that, any such
amendment or waiver shall have been consented to by the Indenture Trustee.


 


Section 8.09.                             Governing
Law.  THIS AGREEMENT SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 
All actions and proceedings arising out of or relating to


 


25





















 


this Agreement shall be heard and determined in any New York state or
federal court sitting in the City of New York.


 


Section 8.10.                             Waiver
of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 8.11.                             Counterparts. 
This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.


 


Section 8.12.                             Specific
Performance.  The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.


 


 


[Signature Page Follows]


 


26





















 


IN WITNESS WHEREOF, the Seller, WEST and WEST Funding
have caused this Asset Transfer Agreement to be duly executed by their
respective officers as of the day and year first above written.


 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:  
  Executive Vice President

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS ENGINE
  SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:   Controlling Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEST ENGINE
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  
	
   

  	
   

  	
  Name: Monica J.
  Burke

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  



 





















 


EXHIBIT A


 


[FORM OF ENGINE BILL OF SALE]


 


For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Willis Lease Finance Corporation (“Seller”),
as owner of legal title to one (1) [name of the manufacturer][model number]
Engine bearing manufacturer’s serial number [         ] including all parts, components and
accessories thereof and all available manuals, logs, records, technical and
operational data and other material documents with respect thereto (the “Engine”),
does this       day of         ,
2005 hereby sell, grant, transfer and deliver all of its right, title and
interest in and to the Engine to Willis Engine Securitization Trust (“Buyer”) to have and to hold the Engine forever, and Buyer
hereby accepts the transfer of all of Seller’s right, title and interest in and
to the Engine.  Seller hereby represents
and warrants to Buyer, and its successors and assigns that the legal and
beneficial ownership of the Engine is hereby conveyed to Buyer and that the
Engine is free and clear of Encumbrances other than Permitted Encumbrances (as
such terms are defined in the Indenture, dated as of August 9, 2005,
between the Buyer, as Issuer, and Deutsche Bank Trust Company Americas, as
Indenture Trustee).


 


THE ENGINE BEING SOLD HEREUNDER TO BUYER IS SOLD “AS
IS” AND “WHERE IS”, WITH ALL FAULTS AND IS SUBJECT TO THE FOLLOWING
DISCLAIMER OF ALL WARRANTIES:  THE SELLER
SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION,
MERCHANTABILITY OR FITNESS FOR USE OF THE ENGINE, AS TO THE ABSENCE OF LATENT
OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY
INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF
OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE
MATERIAL OR WORKMANSHIP OF THE ENGINE, OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER (EXCEPT AS TO WARRANTY OF TITLE SET FORTH ABOVE), EXPRESS OR
IMPLIED, WITH RESPECT TO THE ENGINE.


 


This
Bill of Sale shall be governed by, and construed in accordance with, the laws
of the State of New York.


 


IN
WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed as of
this            day of         ,
2005.


 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION,

  
	
   

  	
  Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT B


 


[FORM OF ASSIGNMENT OF EQUITY INTEREST]


 


This ASSIGNMENT
OF EQUITY INTEREST, dated as of         
        , 2005 (this “Agreement”) between Willis Lease Finance Corporation, a Delaware
corporation (“Assignor”) and Willis Engine Securitization Trust, a Delaware
statutory trust (“Assignee”).


 


W I T N E S S E T H :


 


WHEREAS, the parties hereto desire to effect (a) the
transfer by Assignor to Assignee of all of the right, title and interest of
Assignor in, under and with respect to the interests listed on Annex A attached
hereto (the “Transferred Interest”) and (b) the
assumption by Assignee of the obligations of Assignor accruing under or with
respect to the Transferred Interest from and after the Effective Time (as
defined in Section 7 hereof);


 


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and agreements herein contained, the parties hereto do
hereby agree as follows:


 


Section 1.                                            Assignment.  Subject to the terms and conditions hereof
and of the Asset Transfer Agreement, and effective as of the Effective Time,
Assignor has sold, assigned, conveyed, transferred and set over, and does
hereby sell, assign, convey, transfer and set over, unto Assignee all of its
present and future right, title and interest in, under and with respect to the
Transferred Interest together with all other documents and instruments
evidencing any of such right, title and interest, except such rights of
Assignor as have accrued to Assignor prior to the Effective Time.


 


Section 2.                                            Assumption.  Subject to the terms and conditions hereof
and of the Asset Transfer Agreement and effective as of the Effective Time,
Assignee hereby purchases and accepts the Transferred Interest and except as provided
below, undertakes all of the duties and obligations of the [“Member”/”Owner
Participant”] under the [WEST Funding LLC Agreement/Owner Trust Agreement] with
respect to the Transferred Interest accruing at or subsequent to the Effective
Time. Subject to the terms and conditions hereof and of the Asset Transfer
Agreement, the assignment and assumption effected hereby shall release
Assignor, to the extent of the Transferred Interest, from its obligations under
the [WEST Funding LLC Agreement/Owner Trust Agreement].


 


Section 3.                                            Appointment
as Attorney-in-Fact.  In furtherance
of the within assignment, Assignor hereby constitutes and appoints Assignee,
and its successors and assigns, the true and lawful attorneys of Assignor, with
full power of substitution, in the name of Assignee or in the name of Assignor
but on behalf of and for the benefit of and at the expense of Assignee, to
collect for the account of Assignee all items sold, transferred or assigned to
Assignee pursuant hereto; to institute and prosecute, in the name of Assignor
or otherwise, but at the expense of Assignee, all proceedings that Assignee may
deem proper in order to collect, assert or enforce any claim, right or title of
any kind in or to the items sold, transferred or assigned; to defend and
compromise at the expense of Assignee any and all actions, suits or proceedings
as to title to or interest in the Transferred Interest; and to do all such acts
and things in relation thereto at the expense of Assignee as Assignee shall
reasonably deem advisable.  Assignor
hereby


 





















 


acknowledges that this appointment is coupled with an interest and is
irrevocable by Assignor in any manner or for any reason or by virtue of any
dissolution of Assignor.


 


Section 4                                               Payments.  Assignor hereby covenants and agrees to pay
over to Assignee, if and when received following the date hereof, any amounts
(including any sums payable as interest in respect thereof) paid to or for the
benefit of Assignor that, under Section 1 hereof, belong to Assignee, and
Assignee hereby covenants and agrees to pay over to Assignor, if and when
received following the date hereof, any amounts (including any sums payable as
interest in respect thereof) paid to or for the benefit of Assignee that, under
Section 1 hereof, belong to Assignor.


 


Section 5                                               GOVERNING
LAW.  THIS AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


Section 6                                               Counterparts.  This Agreement may be executed in any number
of separate counterparts by the parties, and each counterpart shall when
executed and delivered be an original document, but all counterparts shall
together constitute one and the same instrument.


 


Section 7                                               Effectiveness.  This Agreement shall be effective upon its
execution and delivery by each of Assignor and Assignee, this       
day of         , 2005 at 10:00 A.M.
(New York time) (the “Effective Time”).


 


IN WITNESS WHEREOF, the parties hereto, through their
respective officers thereunto duly authorized, have duly executed this
Agreement as of the day and year first above written.


 


	
   

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


3





















 


Annex A


 


TRANSFERRED INTEREST


 


1





















 


EXHIBIT 3.01(j)


 


Initial Leases


 


Engine 30771*:


 


Aircraft
Engine Lease Agreement dated as of October 29, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee, as lessor, and Atlasjet
International Airways (“Atlasjet”), as lessee, with General Terms Engine Lease
Agreement dated as of October 29, 2004 between the Owner Trustee, as
lessor, and Atlasjet, as lessee, attached thereto, which was recorded by the
FAA on November 17, 2004 and assigned Conveyance No. S127672,


 


as
assigned and assumed by 30771 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of February 16, 2005 between Wells
Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease
Finance Corporation, (“WLFC”), as assignee, which was recorded by the FAA on February 23,
2005 and assigned Conveyance No. J008941,


 


as
assigned and assumed by Engine or Beneficial Interest Transfer Certificate
dated as of February 16, 2005 between WLFC, as issuer/assignor, and Willis
Engine Funding LLC (“WEF”), as seller/assignee, which was recorded by the FAA
on February 23, 2005 and assigned Conveyance No. J008942,


 


as further assigned and assumed by Engine 30771
Assignment and Assumption Agreement and Bill of Sale dated as of February 16,
2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on February 23,
2005 and assigned Conveyance No. J008943.


 










* As of July 31, 2005,
Atlasjet owed rent in the amount of $57,500, which was subsequently paid on August 3,
2005.


 


Engine 311498:


 


Aircraft Engine Lease Agreement dated as of August 10,
2000 between Willis Lease Finance Corporation (“Willis”), as lessor, and Mesa
Air Group, Inc., as lessee, with General Terms Engine Lease Agreement
dated as of August 10, 2000 attached thereto, which was recorded by the
FAA on August 17, 2000 and assigned Conveyance Number HK018687,


 


as
assigned and assumed by Engine 311498 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of January 2, 2003 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as assignor, and Willis, as assignee,
which was recorded on February 11, 2003 and assigned Conveyance No. MM024451,


 


as
further assigned and assumed by Engine or Beneficial Interest Transfer
Certificate dated as of January 2, 2003 between Willis, as seller, and
Willis Engine Funding LLC


 


1





















 


(“WEF”), as issuer, which was recorded by the FAA on February 11,
2003 and assigned Conveyance No. MM024452,


 


as
assigned and assumed by Engine 311498 Assignment and Assumption Agreement and
Bill of Sale dated as of January 2, 2003 between WEF, as assignor, and
Wells Fargo Bank Northwest, National Association, as owner trustee, as
assignee, which was recorded by the FAA on February 11, 2003 and assigned
Conveyance No. MM024453.


 


Engine 312234:


 


Aircraft
Engine Lease Agreement dated as of July 19, 2002 between Wells Fargo Bank
Northwest, National Association, as lessor, and Mesa Air Group, Inc., as
lessee, with General Terms Engine Lease Agreement dated July 4, 2002
attached thereto, which was recorded by the FAA on July 25, 2002 and
assigned Conveyance No. II025970,


 


as
assigned and assumed by Engine 312234 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of January 2, 2003 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance
Corporation (“Willis”), as assignee, which was recorded by the FAA on February 11,
2003 and assigned Conveyance No. MM024457,


 


as further assigned and assumed by Engine or
Beneficial Interest Transfer Certificate dated as of January 2, 2003
between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer,
which was recorded by the FAA on February 11, 2003 and assigned Conveyance
No. MM024458,


 


as assigned and assumed by Engine 312234 Assignment
and Assumption Agreement and Bill of Sale dated as of January 2, 2003
between WEF, as assignor, and Wells Fargo Bank Northwest, National Association,
as owner trustee, as assignee, which was recorded by the FAA on February 11,
2003 and assigned Conveyance No. MM024459.


 


Engine 575573:


 


Aircraft
Engine Lease Agreement dated as of April 14, 2003 between Wells Fargo Bank
Northwest, National Association, as owner trustee, as lessor, and Compania
Mexicana de Aviacion, S.A. de C.V., as lessee, with General Terms Engine Lease
Agreement dated as of September 18, 2002 attached thereto, which was
recorded by the FAA on April 18, 2003 and assigned E001882.


 


Engine 577214:


 


Amended
and Restated Aircraft Engine Lease Agreement between dated as of February 14,
2005 between Wells Fargo Bank Northwest, National Association, as owner
trustee, as lessor, and Compania Mexicana De Aviacion, S.A. De C.V., as lessee,
with the following attached thereto; (i) General Terms Engine Lease
Agreement dated as of September 18, 2002, which was recorded by the FAA on
February 28, 2005 and assigned Conveyance No. E005549.


 


2





















 


Engine 695530*:


 


Aircraft
Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank
Northwest, National Association as owner trustee, as lessor, and Olympic
Airways, S.A., as lessee, with General Terms Engine Lease Agreement dated June 13,
2002 attached thereto, which was recorded by the FAA on July 8, 2002 and
assigned Conveyance No. I070360,


 


as
assigned and assumed by Engine 695530 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of March 18, 2003  between Wells Fargo Bank Northwest, N.A., as
owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as
assignee, which was recorded by the FAA on April 1, 2003 and assigned
Conveyance No. CC016941,


 


as further assigned and assumed by Engine or
Beneficial Interest Transfer Certificate dated as of March 18, 2003
between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer,
which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. CC016942,


 


as
assigned and assumed by Engine 695530 Assignment and Assumption Agreement and
Bill of Sale dated as of March 18, 2003 between WEF, as assignor, and
Wells Fargo Bank Northwest, National Association, as owner trustee, as
assignee, which was recorded by the FAA on April 1, 2003 and assigned
Conveyance No. CC016943.


 










* As of July 31, 2005, Olympic Airways,
S.A. owes rent in the amount of $131,052. This payment default information also
applies to Engines 727255 and 741822 below.


 


Engine 704371*:


 


Aircraft
Engine Lease Agreement dated as of May 31, 2004 between Wells Fargo Bank
Northwest, National Association, as owner trustee, as lessor, and “VARIG”, S.A.
(Viacão Aérea Rio-Grandense), as lessee, with the following attached thereto: (i) General
Terms Engine Lease Agreement dated as of October 24, 2003, which was
recorded by the FAA on June 10, 2004 and assigned Conveyance No. K038933.


 


Pre-petition rent in the
amount of $496,728 and pre-petition maintenance reserves in the amount of
$595,343 are owed by Varig on Engines 704371, 704638, 725522, 858327 and
888763.  In addition, rent in the amount
of $97,000 is owed by Varig on Engines 725522 and 888763.


 


Engine 704447:


 


Aircraft Engine Lease Agreement dated as of February 11,
2005 between Wells Fargo Bank Northwest, National Association, as owner
trustee, and Delta Air Lines, Inc., as lessee, with Amended and Restated
General Terms Engine Lease Agreement dated as of September 15, 2003
attached thereto, which was recorded by the FAA on February 16, 2005 and
assigned Conveyance No. HH039139; as amended by Letter Amendment dated February 24,
2005,


 


3





















 


which was recorded by the FAA on March 28, 2005 and assigned
Conveyance No. Q074363.


 


Engine 704638*:


 


Aircraft
Engine Lease Agreement dated as of March 16, 1998 between Willis Lease
Finance Corporation, as lessor, and “VARIG”, S.A. (Viacao Aerea Rio-Grandense),
as lessee, with General Terms Engine Lease Agreement dated as of February 27,
1998 attached thereto, which was recorded by the Federal Aviation
Administration on June 30, 1998 and assigned Conveyance No. H94205,


 


as
assigned and assumed by Assignment and Bill of Sale dated as of December 4,
2001 between Willis Lease Finance Corporation, as assignor, and Wells Fargo
Bank Northwest, National Association, as owner trustee, as assignee, which was
recorded by the FAA on January 11, 2002 and assigned Conveyance No. I069446,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated as of September 16, 2002, between
Wells Fargo Bank Northwest, National Association, as owner trustee, as
assignor, and WLFC Funding Corporation, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001808,


 


as
assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (“Willis”) (as successor by
merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine
Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer
Certificate dated September 16, 2002 between Willis, as assignor, and
Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by
the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001812,


 


as
amended by Amendment No. 3 (ESN 704638) dated as of November 14,
2003, as lessee, which was recorded by
the FAA on May 3, 2004 and assigned Conveyance No. M004011,


 


as further amended by Amendment No. 4 to the Lease Agreement,
which was recorded by the FAA on November 17, 2004 and assigned Conveyance
No. QQ030178,


 


as further amended by Amendment No. 5 to the
Lease Agreement, which was recorded by the FAA on May 4, 2005 and assigned
Conveyance No. XX028724.


 










* See Engine
704371 for payment default information.


 


4





















 


Engine 708173*:


 


Aircraft
Engine Lease Agreement dated as of August 1, 2002 between Wells Fargo Bank
Northwest, National Association, as lessor, as owner trustee, and Spanair S.A.,
as lessee (“Spanair”), with General Terms Engine Lease Agreement dated as of March 7,
2001 attached, which was recorded by the Federal Aviation Administration on August 29,
2002 and assigned Conveyance No. H106568; as amended by Letter Amendment
dated July 29, 2003, which was recorded by the FAA on July 2, 2004
and assigned Conveyance No. P000523, as amended by Letter Amendment dated August 1,
2004, which was recorded by the FAA on August 24, 2004 and assigned Conveyance
No. NN027671,


 


as assigned and assumed by Engine 708173 First
Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 4,
2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor,
and Willis Lease Finance Corporation (“Willis”), as assignee, which was
recorded by the FAA on February 28, 2005 and assigned Conveyance No. L077572,


 


as further assigned and assumed by Engine or
Beneficial Interest Transfer Certificate dated as of February 4, 2005
between Willis Engine Funding LLC (“WEF”), as issuer/assignee, and Willis, as
seller/assignor, which was recorded by the FAA on February 28, 2005 and
assigned Conveyance No. L077573,


 


as assigned and assumed by Engine 708173
Assignment and Bill of Sale dated as of February 4, 2005 between WEF, as
assignor, and Wells Fargo Bank Northwest, National Association, as owner
trustee, as assignee, which was recorded by the FAA on February 28, 2005
and assigned Conveyance No. L077574.


 










* As
of July 31, 2005, Spanair owes rent in the amount of $69,000. This payment
default information also applies to Engines 718210 and 728154.


 


Engine 716430:


 


Aircraft
Engine Lease Agreement dated July 19, 2001 between Kellstrom Industries, Inc.,
as lessor, and TWA Airlines LLC, as lessee, with the following attached
thereto:  (i) Engine Lease General
Terms Agreement dated as of June 28, 2001, and (ii) Assignment and
Assumption of Lease and Purchase and Sale of Engine Agreement dated as of July 31,
2001 among Kellstrom Industries, Inc., as assignor, Willis Lease Finance
Corporation, as beneficiary, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which lease and attachments were
recorded by the FAA on October 1, 2001 and assigned Conveyance No. L75041.


 


Engine 716779:


 


Aircraft
Engine Lease Agreement dated as of October 31, 2002 between Wells Fargo
Bank Northwest, National Association, as owner trustee, as lessor, and Aerovias
de


 


5





















 


Mexico, S.A. de C.V., as lessee, with the following attached thereto: (i) General
Terms Engine Lease Agreement dated as of July 11, 2002, which was recorded
by the FAA on January 21, 2003 and assigned Conveyance No. GG029140,
as amended by Letter Amendment dated April 30, 2003, which was recorded by
the FAA on May 29, 2003 and assigned Conveyance No. Y004345, as
further amended by Letter Amendment dated August 1, 2003, which was
recorded by the FAA on March 8, 2004 and assigned Conveyance No. TT018203,
as further amended by Letter Amendment dated May 1, 2004, which was
recorded by the FAA on June 21, 2004 and assigned Conveyance No. M004364.


 


Engine 718210*:


 


Aircraft
Engine Lease Agreement dated as of October 30, 1997 between Terandon
Leasing Corporation (“Terandon”), as lessor, and SPANAIR, as lessee, with
General Terms Engine Lease Agreement dated as of October 30, 1997 attached
thereto, which was recorded by the FAA on December 15, 1995, and assigned
Conveyance No. II010037, as assigned and assumed by Assignment and
Assumption Agreement and Bill of Sale dated as of December 19, 1997
between Terandon, as assignor, and Willis Lease Finance Corporation (“Willis”),
as assignee, which was recorded by the FAA on January 27, 1998 and
assigned Conveyance No. EE015339, as assigned and assumed under that
certain Engine Transfer Certificate dated as of December 19, 1997 between
Willis, as seller, and WLFC Funding Corporation, as issuer, which was recorded
by the FAA on January 27, 1998 and assigned Conveyance No. EE015340,
as further assigned, assumed and/or amended, pursuant to the following
documents:


 


Contribution
and Sale Agreement dated as of September 12, 2002 between Willis (as
successor by merger to WLFC Funding Corporation), as seller/assignor, and
Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial
Interest Transfer Certificate dated September 16, 2002 between Willis, as
assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which
was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


Engine
718210 Assignment and Assumption Agreement and Bill of Sale dated September 22,
2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank
Northwest, National Association, as owner trustee, as assignee, which was
recorded by the FAA on December 16, 2002 and assigned Conveyance No. KK031194,


 


Letter
Amendment dated September 30, 2002 which was recorded by the FAA on December 18,
2002 and assigned Conveyance No. RR026906,


 


Letter
Amendment dated October 16, 2003 which was recorded by the FAA on November 25,
2003 and assigned Conveyance No. LL014566, and


 


Letter Amendment dated June 17, 2004, which was
recorded by the FAA on September 10, 2004 and assigned Conveyance No. MM026903.


 










* See
Engine 708173 for payment default information.


 


6





















 


Engine 718262:


 


Aircraft
Engine Lease Agreement dated as of January 12, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee, (the “Owner Trustee”),
as lessor, and Spanair S.A. (“Spanair”), as lessee, with the following attached
thereto: (i) General Terms Engine Lease Agreement dated as of March 7,
2001 between the Owner Trustee, as lessor, and Spanair, as lessee, which was
recorded by the FAA on January 23, 2004 and assigned Conveyance No. C004518,


 


as amended by Aircraft Engine Lease Amendment dated
as of January 13, 2005 between the Owner Trustee, and Spanair, which was
recorded by the FAA on March 4, 2005 and assigned Conveyance No. FF004107.


 


Engine 721877:*


 


Aircraft
Engine Lease Agreement dated as of January 21, 2005 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and ACG Acquisition XX LLC (“ACG”), as lessee, with the following
attached thereto: (i) General Terms Engine Lease Agreement dated as of January 21,
2005 between the Owner Trustee, as lessor, and ACG, as lessee, which was
recorded by the FAA on February 15, 2005 and assigned Conveyance No. HH039119.


 










*As of July 31, 2005, ACG owes a rental
payment in the amount of $43,000.  In
addition, Engine 721877 may have been involved in a hard landing which, if
determined to be the case, would result in a total loss of the Engine as
per the terms of the Lease.


 


Engine 724721*:


 


Aircraft
Engine Lease Agreement dated as of October 29, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and SR Technics Switzerland (“SR Technics”), as lessee, with General
Terms Engine Lease Agreement dated as of November 29, 2000 between the
Owner Trustee and SR Technics attached thereto, recorded by the FAA on November 18,
2004 and assigned Conveyance No. D000720,


 


as
amended by Letter Amendment dated February 16, 2005 between the Owner
Trustee and SR Technics, recorded by the FAA on March 21, 2005 and
assigned Conveyance No. KK035066.


 










* As of July 31, 2005, SR Technics owes
maintenance reserves in the amount of $63,386.


 


Engine 724862*:


 


Aircraft
Engine Lease Agreement dated as of September 30, 2002 between WLFC-AC1, Inc.,
as lessor, and Air Comet, S.A., as lessee, with General Terms Engine Lease
Agreement dated as of September 30, 2002 attached thereto, which lease and
attachment were


 


7





















 


recorded by the FAA on one instrument on October 16, 2002 and
assigned Conveyance No. H106929,


 


as
assigned and assumed by Assignment and Bill of Sale dated as of January 12,
2005 between WLFC-AC1, Inc., as assignor, and Willis Lease Finance
Corporation (“Willis”), as assignee, which was recorded by the FAA on April 19,
2005 and assigned Conveyance No. Q074457,


 


as
further assigned and assumed by Engine or Beneficial Interest Transfer
Certificate dated as of January 12, 2005 between Willis, as
seller/assignor, and Willis Engine Funding LLC, (“WEF”), as issuer/assignee,
which was recorded by the FAA on April 19, 2005 and assigned Conveyance No. Q074458,


 


as
assigned and assumed by Engine 724862 Assignment and Assumption Agreement and
Bill of Sale dated as of January 12, 2005 between WEF, as assignor and
Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which was
filed with the FAA on March 8, 2005 but has not yet been recorded.


 










* As of July 31, 2005, Air Comet, S.A.
owes rent in the amount of $90,000 and maintenance reserves in the amount of
$127,274 for the total amount of $217,274.


 


Engine 725183:


 


Aircraft
Engine Lease Agreement dated as of July 26, 2004 between Wells Fargo Bank
Northwest, National Association, as owner trustee, as lessor, and GOL
Transportes Aereos S.A., as lessee, with the following attached thereto: (i) General
Terms Engine Lease Agreement dated as of January 30, 2002 as amended by
Amendment No. 1 dated as of May 10, 2004, which lease and attachment
were recorded by the FAA on August 19, 2004 and assigned Conveyance No. KK034286.


 


Engine 725522*:


 


Aircraft
Engine Lease Agreement dated as of November 24, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee, as lessor, and “VARIG”,
S.A. (Viacão Aérea Rio-Grandense), as lessee, with the following attached
thereto: (i) General Terms Engine Lease Agreement dated as of October 24,
2003, which lease and attachment were recorded by the FAA on January 11,
2005 and assigned Conveyance No. RS001100.


 










* See Engine 704371 for payment default
information.


 


Engine 726169:


 


Aircraft
Engine Lease Agreement July 19, 2004 between Willis Lease Finance
Corporation, as lessor and Amerijet International, Inc., as lessee, with
the following attached thereto: (i) Engine or Beneficial Interest Transfer
Certificate 726169 dated February 2, 2005 between Willis Lease Finance
Corporation, as assignor, and Willis Engine Funding, LLC, as


 


8





















 


assignee; (ii) Engine 726169 Assignment and Assumption Agreement
and Bill of Sale dated February 2, 2005 between Willis Engine Funding,
LLC, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as
assignee, which lease and attachments were recorded by the FAA on March 22,
2005 and assigned Conveyance No. N003817.


 


Engine 726173:


 


Aircraft
Engine Lease Agreement dated as of July 19, 2004 between Willis Lease
Finance Corporation, as lessor, and Amerijet International, Inc., as
lessee, with the following attached thereto: (i) Engine or Beneficial
Interest Transfer Certificate 726173 dated February 2, 2005 between Willis
Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as
assignee; (ii) Engine 726173 Assignment and Assumption Agreement and Bill
of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as
assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee,
which lease and attachments were recorded by the FAA on February 8, 2005
and assigned Conveyance No. AA059528.


 


Engine 726195:


 


Aircraft
Engine Lease Agreement dated as of July 19, 2004 between Willis Lease
Finance Corporation, as lessor, and Amerijet International, Inc., as
lessee, with the following attached thereto: (i) Engine or Beneficial
Interest Transfer Certificate 726195 dated February 2, 2005 between Willis
Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as
assignee; (ii) Engine 726195 Assignment and Assumption Agreement and Bill
of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as
assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee,
which lease and attachments were recorded by the FAA on March 22, 2005 and
assigned Conveyance No. N003815.


 


Engine 726203:


 


Aircraft
Engine Lease Agreement dated as of July 19, 2004 between Willis Lease Finance
Corporation, as lessor, and Amerijet International, Inc., as lessee, with
the following attached thereto: (i) Engine or Beneficial Interest Transfer
Certificate 726203 dated February 2, 2005 between Willis Lease Finance
Corporation, as assignor, and Willis Engine Funding, LLC, as assignee; (ii) Engine
726203 Assignment and Assumption Agreement and Bill of Sale dated February 2,
2005 between Willis Engine Funding, LLC, as assignor, and Wells Fargo Bank
Northwest, N.A., as owner trustee, as assignee, which lease and attachments
were recorded by the FAA on February 8, 2005 and assigned Conveyance No. AA059530.


 


Engine 727057:


 


Aircraft
Engine Lease Agreement dated as of June 18, 1998, as amended, between
Willis Lease Finance Corporation, as lessor, and Shanghai Airlines (“Lessee”),
as lessee, with General Terms Engine Lease Agreement dated as of April 29,
1998 attached thereto, which was recorded by the Federal Aviation
Administration on August 5, 1998 and assigned Conveyance No. KK22897,


 


9





















 


as
assigned and assumed by Assignment and Bill of Sale dated as of May 22,
2001 between Willis Lease Finance Corporation, as assignor, and Wells Fargo
Bank Northwest, N.A., as owner trustee (“WFBN”), as assignee, with Joinder and
Amendment Agreement dated May 22, 2000 among Willis Lease Finance
Corporation, WFBN and Lessee attached thereto, which was recorded by the FAA on
June 14, 2001 and assigned Conveyance No. KK028508,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated as of September 16, 2002 between
WFBN, as assignor, and WLFC Funding Corporation, as assignor, which was
recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001809,


 


as
assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (as successor by merger to WLFC
Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as
issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated
September 16, 2002 attached thereto, which was which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001812, and


 


as amended by Letter Amendment dated April 15,
2005 between Wells Fargo Bank Northwest, National Association, as owner
trustee, as lessor, and the Lessee, which was recorded by the FAA on May 6,
2005 and assigned Conveyance No. U086163.


 


Engine 727255*:


 


Aircraft
Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank
Northwest, N.A., as owner trustee (“WFBN”), as lessor, and Olympic Airways,
S.A., as lessee, with General Terms Engine Lease Agreement dated June 13,
2002 attached thereto, which was recorded by the FAA on July 16, 2002 and
assigned Conveyance No CC016025,


 


as assigned and assumed by Engine 727255 First
Transfer Assignment and Assumption Agreement and Bill of Sale dated as of March 18,
2003 between WFBN, as assignor, and Willis Lease Finance Corporation, as
assignee, which was recorded by the FAA on April 1, 2003, and assigned
Conveyance No. CC016946


 


as
further assigned and assumed by Engine or Beneficial Interest Transfer Certificate
dated as of March 18, 2003 between Willis, as assignor, and Willis Engine
Funding, LLC (“WEF”), as assignee, which was recorded by the FAA on April 1,
2003, and assigned Conveyance No. CC016947


 


as
further assigned and assumed by Engine 727255 Assignment and Assumption
Agreement and Bill of Sale dated as of March 18, 2003 between WEF, as
assignor, and Wells


 


10





















 


Fargo Bank Northwest, National Association, as owner trustee, as
assignee, which was recorded by the FAA on April 1, 2003, and assigned
Conveyance No. CC016948.


 










* See Engine 695530 for payment default
information.


 


Engine 727340:


 


Aircraft
Engine Lease Agreement dated as of November 7, 2001 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as lessor, and Lan Chile S.A., as
lessee, with General Terms Engine Lease Agreement dated November 7, 2001
attached thereto, which was recorded by the FAA on December 5, 2001 and
assigned Conveyance No. UU032267,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated September 16, 2002 between Wells
Fargo Bank Northwest, National Association, as owner trustee, as assignor, and
WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001809,


 


and
as further assigned and assumed Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (successor by merger to WLFC
Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as
issuer/assignee, with Engine and Beneficial Interest Transfer Certificate
between Willis Lease Finance Corporation, as assignor, and Willis Engine
Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No J001812,


 


as
amended by Letter Agreement dated November 5, 2003 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as lessor, and Lan Chile S.A., as
lessee, which was recorded by the FAA on November 24, 2003 and assigned
Conveyance No. M003008.


 


Engine 727393*:


 


Aircraft
Engine Lease Agreement dated as of December 14, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and IBERIA, L.A.E., S.A. (“IBERIA”), as lessee, with the following
attached thereto: (i) General Terms Engine Lease Agreement dated as of October 3,
2002 between the Owner Trustee, as lessor, and IBERIA, as lessee, which lease
and attachment were recorded by the FAA on January 11, 2005 and assigned
Conveyance No. RS001101.


 










*As of July 31, 2005,
IBERIA owes maintenance reserves in the amount of $57,500. This payment default
information also applies to Engine 741573.


 


11





















 


Engine 728154*:


 


Aircraft
Engine Lease Agreement dated as of March 7, 2001 between Wells Fargo Bank
Northwest, National Association, as owner trustee, as lessor, and Spanair S.A.
(“Spanair”), as lessee, with the following attached thereto: (i) General
Terms Engine Lease Agreement dated March 7, 2001, which lease and
attachment were recorded by the FAA on March 22, 2001 and assigned Conveyance
No. H101539,


 


as amended by Letter Amendment dated June 17,
2004 between Wells Fargo Bank Northwest, National Association, as owner
trustee, as lessor, and Spanair S.A., as lessee, which was recorded by the FAA
on August 13, 2004 and assigned Conveyance No. AA058490.


 










*
See Engine 708173 for payment default information.


 


Engine 728173:


 


Aircraft
Engine Lease Agreement dated as of November 16, 2001 between Wells Fargo
Bank Northwest, National Association, as owner trustee (“WFBN”), as lessor, and
Spirit Airlines, Inc., as lessee, with General Terms Engine Lease
Agreement dated November 4, 2001 attached thereto, which was recorded by
the FAA on December 4, 2001 and assigned Conveyance No. SS017842, as
amended by Lease Amendment dated November 22, 2004 between WFBN, as
lessor, and Spirit Airlines, Inc., as lessee, covering which was recorded
by the FAA on December 17, 2004 and assigned Conveyance No. YY039134,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated as of September 16, 2002, between
WFBN, as assignor, and WLFC Funding Corporation, as assignee, which was
recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001808,


 


as
assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation ( “Willis”) (as successor by
merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine
Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer
Certificate dated September 16, 2002 between Willis, as assignor, and
Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by
the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001812.


 


12





















 


Engine 731570:


 


Aircraft
Engine Lease Agreement dated as of December 5, 2002 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as lessor, and Lufthansa Technik AG, as
lessee, with General Terms Engine Lease Agreement dated as of June 3, 1999
attached thereto, recorded by the Federal Aviation Administration on January 21,
2003 and assigned Conveyance No. JJ000416, as amended by Letter Amendment
dated November 19, 2003, which was recorded by the FAA on December 9,
2003 and assigned Conveyance No. M003108, as further amended by Letter
Amendment dated January 5, 2004, which was recorded by the FAA on February 24,
2004 and assigned Conveyance No. HK025440, as amended by Letter Amendment
dated March 4, 2004, which was recorded by the FAA on April 1, 2004
and assigned Conveyance No. Y007911, as further amended by Letter
Amendment dated January 11, 2005, which was recorded by the FAA on February 8,
2005 and assigned Conveyance No. L077444, and as further amended by Letter
Amendment dated May 18, 2005, which was recorded by the FAA on June 7,
2005 and assigned Conveyance No. BB041942.


 


Engine 731812:


 


Aircraft
Engine Lease Agreement dated as of March 28, 2001 between First Security
Bank, National Association (now Wells Fargo Bank Northwest, National
Association), as owner trustee, as lessor, and Gulf Air Company G.S.C., as
lessee, with General Terms Engine Lease Agreement dated March 28, 2001
attached thereto, which was recorded by the FAA on April 2, 2001 and
assigned Conveyance No. HK020735,


 


as
assigned and assumed by Engine 731812 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of December 31, 2002 between Wells
Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease
Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on January 23,
2003 and assigned Conveyance No. KK031329,


 


as
further assigned and assumed by Engine or Beneficial Interest Transfer
Certificate dated as of December 31, 2002 between Willis, as seller, and
Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on January 23,
2003 and assigned Conveyance No. KK031330,


 


and
as further assigned and assumed by Engine 731812 Assignment and Assumption
Agreement and Bill of Sale dated as of December 31, 2002 between WEF, as
assignor, and Wells Fargo Bank Northwest, National Association, as owner
trustee, which was recorded by the FAA on January 23, 2003 and assigned
Conveyance No. KK031331.


 


Engine 731999:


 


Aircraft
Engine Lease Agreement dated as of March 28, 2001 between First Security
Bank, National Association (now Wells Fargo Bank Northwest, National
Association), as owner trustee, as lessor, and Gulf Air Company G.S.C., as
lessee, with General Terms Engine Lease Agreement dated March 28, 2001
attached thereto, which Lease Agreement and


 


13





















 


attachment were recorded by the FAA on April 2, 2001 and assigned
Conveyance No. HK020733,


 


as
assigned and assumed by Engine 731999 First Transfer Assignment and Assumption
Agreement and Bill of Sale dated as of December 31, 2002 between Wells
Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease
Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on February 27,
2003 and assigned Conveyance No. VV019879,


 


as further assigned and assumed by Engine or
Beneficial Interest Transfer Certificate dated as of December 31, 2002
between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer,
which was recorded by the FAA on February 27, 2003 and assigned Conveyance
No. VV019880,


 


and
as further assigned and assumed by Engine 731999 Assignment and Assumption
Agreement and Bill of Sale dated as of December 31, 2002 between WEF, as
assignor, and Wells Fargo Bank Northwest, National Association, as owner
trustee, which was recorded by the FAA on February 27, 2003 and assigned
Conveyance No. VV019881.


 


Engine 733172*:


 


Aircraft
Engine Lease Agreement dated as of February 7, 2005 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and Air Luxor S.A. (“Air Luxor”), as lessee, with the following
attached thereto: (i) General Terms Engine Lease Agreement dated as of February 7,
2005 between the Owner Trustee, and Air Luxor, which the lease and attachment
were recorded by the FAA on March 22, 2005 and assigned Conveyance No. HH039337.


 










* As of July 31, 2005, Air Luxor owes
rent in the amount of $58,000 and maintenance reserves in the amount of $31,940
for the total amount of $89,940.


 


Engine 733175*


 


Aircraft
Engine Lease Agreement dated as of April 20, 2005 (the “Head Lease”)
between Wells Fargo Bank Northwest, National Association, as owner trustee (the
“Owner Trustee”), as lessor, and WLFC Funding (Ireland) Limited (“WLFC Ireland”),
as lessee, with the following attached thereto: (i) General Terms Engine
Lease Agreement dated as of June 2, 2003 between the Owner Trustee and
WLFC Ireland, which was recorded by the FAA on April 25, 2005 and assigned
Conveyance No. FF004470.


 










* As of July 31, 2005, Windjet SpA owes rent in the
amount of $63,000. Windjet SpA is the subleassee under a Lease Agreement
dated as of April 20, 2005 between WLFC
Ireland and Windjet SpA.


 


14





















 


Engine 733186:


 


Aircraft
Engine Lease Agreement dated as of January 4, 2005 between Wells Fargo
Bank Northwest, N.A., as owner trustee (the “Owner Trustee”), as lessor, and
Onur Air Tasimacilik A.S. (“Onur”), as lessee, with the following attached
thereto: (i) General Terms Engine lease dated as of January 4, 2005
between the Owner Trustee and Onur, which lease and attachment were recorded by
the FAA on January 19, 2005 as assigned Conveyance No. RS001111, as
amended by Lease Amendment dated March 30, 2005, which was recorded by the
FAA on May 11, 2005 and assigned Conveyance No. M006282, as further
amended by Lease Amendment dated July 14, 2005 which has been filed with
the FAA on July 21, 2005, but not yet recorded.


 


Engine 733438:


 


Aircraft
Engine Lease Agreement dated as of November 29, 2000 between First
Security Bank, National Association, now Wells Fargo Bank Northwest, National
Association, as owner trustee, as lessor, and SR Technics AG, as lessee, with
General Terms Engine Lease Agreement dated November 29, 2000 attached
thereto, which was recorded by the FAA on February 1, 2001 and assigned
Conveyance No. HK020200,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated September 16, 2002, between Wells
Fargo Bank Northwest, National Association, as owner trustee, as assignor, and
WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001809,


 


as
further assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (as successor by merger to WLFC
Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as
issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated
September 16, 2002 between Willis Lease Finance Corporation, as assignor,
and Willis Engine Funding LLC, as assignee, attached thereto, which was
recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


as
further assigned and assumed by Engine 733438 Assignment and Assumption
Agreement and Bill of Sale dated as of October 29, 2002 between Willis
Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on December 9,
2002 and assigned Conveyance No. JJ001839.


 


Engine 733471:


 


Aircraft
Engine Lease Agreement dated as of November 29, 2000 between First
Security Bank, National Association, now Wells Fargo Bank Northwest, National
Association, as owner trustee, as lessor, and SR Technics AG, as lessee, with
General Terms Engine Lease


 


15





















 


Agreement dated November 29, 2000 attached thereto, which was
recorded by the FAA on May 7, 2001 and assigned Conveyance No. H101988.


 


Engine 733715:


 


Aircraft
Engine Lease Agreement dated as of March 31, 2005 between Wells Fargo Bank
Northwest, National Association, as owner trustee (the “Owner Trustee”), as
lessor, and Transmile Air Services SDN. BHD, as lessee (the “Lessee”), with the
following attached thereto: (i) General Terms Engine Lease Agreement dated
as of March 10, 2005 between the Owner Trustee, as lessor, and the Lessee,
which lease and attachment were recorded by the FAA on April 5, 2005 and
assigned Conveyance No. K039780.


 


Engine 733758:


 


Aircraft
Engine Lease Agreement dated as of March 31, 2005 between Wells Fargo Bank
Northwest, National Association, as owner trustee (the “Owner Trustee”), as
lessor, and Transmile Air Services SDN. BHD, as lessee (the “Lessee”), with the
following attached thereto: (i) General Terms Engine Lease Agreement dated
as of March 10, 2005 between the Owner Trustee, as lessor, and the Lessee,
which lease and attachment were recorded by the FAA on June 2, 2005 and
assigned Conveyance No. KK035558.


 


Engine 740342:


 


Aircraft
Engine Lease Agreement dated as of May 3, 2001 between Wells Fargo Bank
Northwest, National Association, formerly First Security Bank, National
Association, as owner trustee, as lessor, and Gulf Air Company G.S.C., as
lessee, with General Terms Engine Lease Agreement dated March 28, 2001
attached thereto, which Lease Agreement and attachment were recorded by the FAA
on May 7, 2001 and assigned Conveyance No. Q67587,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated September 16, 2002, between Wells
Fargo Bank Northwest, National Association, as owner trustee, as assignor, and
WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001809,


 


as
further assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (as successor by merger to WLFC
Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as
issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated
September 16, 2002 between Willis Lease Finance Corporation, as assignor,
and Willis Engine Funding LLC, as assignee, attached thereto, which was
recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner


 


16





















 


trustee, as assignee, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001812.


 


Engine 741414:


 


Aircraft
Engine Lease Agreement dated as of May 3, 2001 between Wells Fargo Bank
Northwest, National Association, formerly First Security Bank, National
Association, as owner trustee, as lessor, and Gulf Air Company G.S.C., as
lessee, with General Terms Engine Lease Agreement dated March 28, 2001
attached thereto, which Lease Agreement and attachment were recorded by the FAA
on May 7, 2001 and assigned Conveyance No. Q67589,


 


as
assigned and assumed by First Transfer Master Assignment and Assumption
Agreement and Bill of Sale [WLFC] dated September 16, 2002, between Wells
Fargo Bank Northwest, National Association, as owner trustee, as assignor, and
WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001809,


 


as
further assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis Lease Finance Corporation (as successor by merger to WLFC
Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as
issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated
September 16, 2002 between Willis Lease Finance Corporation, as assignor,
and Willis Engine Funding LLC, as assignee, attached thereto, which was
recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001812.


 


Engine 741573*:


 


Aircraft
Engine Lease Agreement dated as of August 17, 2004 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee “),
as lessor, and IBERIA, L.A.E., S.A. (“IBERIA”), as lessee, with the following
attached thereto: (i) General Terms Engine Lease Agreement dated as of October 3,
2002 between the Owner Trustee, as lessor, and IBERIA, as lessee, which lease
and attachment were recorded by the FAA on September 30, 2004 and assigned
Conveyance No. Y010276.


 










* See Engine 727393 for payment default
information.


 


Engine 741822*:


 


Aircraft
Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank
Northwest, National Association as owner trustee, as lessor, and Olympic
Airways, S.A.,


 


17





















 


as lessee, with General Terms Engine Lease Agreement dated June 13,
2002 attached thereto, which was recorded by the FAA on July 8, 2002 and
assigned Conveyance No. I070362,


 


as assigned and assumed by Engine 741822 First
Transfer Assignment and Assumption Agreement and Bill of Sale dated as of March 18,
2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor,
and Willis Lease Finance Corporation (“Willis”), as assignee, regarding the
Lease Agreement, which was recorded by the FAA on April 1, 2003 and
assigned Conveyance No. W002385,


 


as further assigned and assumed by Engine or
Beneficial Interest Transfer Certificate dated as of March 18, 2003
between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer,
which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. W002386,


 


and as further assigned and assumed by Engine 741822
Assignment and Assumption Agreement and Bill of Sale dated as of March 18,
2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on April 1,
2003 and assigned Conveyance No. W002387.


 










* See Engine
695530 for payment default information.


 


Engine 779194:


 


Aircraft
Engine Lease Agreement dated as of June 19, 1998 between Willis Lease
Finance Corporation ( “Willis”), as lessor, and Air Jamaica Limited, as lessee,
with General Terms Engine Lease Agreement dated as of June 19, 1998,
attached thereto, which lease and attachment were recorded by the FAA as one
instrument on August 5, 1998, and assigned Conveyance No. KK22899,


 


as
amended by Letter Amendment dated January 25, 1999, which was recorded by
the FAA on September 9, 1999, and assigned Conveyance No. MM018466,


 


as
assigned and assumed under that certain Engine Transfer Certificate dated as of
August 27, 1999 between Willis, as seller, and WLFC Funding Corporation,
as issuer, which was recorded by the FAA on August 31, 1999 and assigned
Conveyance No. II015208,


 


as
assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis (as successor by merger to WLFC Funding Corporation), as
seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine
and Beneficial Interest Transfer Certificate dated September 16, 2002
between Willis, as assignor, and Willis Engine Funding LLC, as assignee,
attached thereto, which was recorded by the FAA on December 6, 2002 and
assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Engine 779194 Assignment and Assumption
Agreement and Bill of Sale dated as of October 4, 2002 between Willis
Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner


 


18





















 


trustee, as assignee, which was recorded by the FAA on March 3,
2003 and assigned Conveyance No. VV019884.


 


Engine 779484:


 


Aircraft
Engine Lease Agreement dated as of December 22, 1998 between Willis Lease
Finance Corporation (“Willis”), as lessor, and Flying Colours Airlines Limited,
now JMC Airlines Limited (“JMC”), as lessee, with General Terms Engine Lease
Agreement dated as of December 21, 1998 between Willis and JMC attached
thereto, which was recorded by the FAA on January 4, 1999 and assigned
Conveyance No. ZZ018400,


 


as
assigned and assumed by Engine Transfer Certificate dated as of January 15,
1999 between Willis, as assignor, and WLFC Funding Corporation, as assignee,
which was recorded by the FAA on May 10, 1999 and assigned Conveyance No. II014049,


 


as
further assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis (as successor by merger to WLFC Funding Corporation), as
seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine
and Beneficial Interest Transfer Certificate between Willis, as assignor, and
Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by
the FAA on December 6, 2002 and assigned Conveyance No. J001810;


 


as
further assigned and assumed by Final Transfer Master Assignment and Assumption
Agreement and Bill of Sale dated September 16, 2002 between Willis Engine
Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association,
as owner trustee, which was recorded by the FAA on December 6, 2002 and
assigned Conveyance No. J001812; and


 


as
further amended by Letter Amendment dated December 10, 2002 between Wells
Fargo Bank Northwest, National Association, as owner trustee, as lessor, and
JMC, as lessee, which was recorded by the FAA on February 4, 2003 and
assigned Conveyance No. SS019159.


 


as
further amended by Letter Amendment dated February 21, 2003 between Wells
Fargo Bank Northwest, National Association, as owner trustee, as lessor, and
JMC, as lessee, which was recorded by the FAA on March 26, 2003 and
assigned Conveyance No. U081094,


 


as
further amended by Letter Amendment dated July 31, 2003 between Wells
Fargo Bank Northwest, National Association, as owner trustee, as lessor, and
Thomas Cook Airlines UK Limited (formerly Flying Colours Airlines Limited and
formerly JMC Airlines Limited), as lessee, which was recorded by the FAA on August 27,
2003 and assigned Conveyance No. BB039449.


 


19





















 


Engine 856690*:


 


Aircraft Engine Lease Agreement dated as of March 3,
2005 between Wells Fargo Bank Northwest, National Association, as owner trustee
(the “Owner Trustee”), as lessor, and Sichuan Snecma Aero-Engine Maintenance
Co. Ltd., as lessee (the “Lessee”), with the following attached thereto: (i) General
Terms Engine Lease Agreement dated as of March 2, 2005 between the Owner
Trustee, as lessor, and the Lessee, which lease and attachment were recorded by
the FAA on March 22, 2005 and assigned Conveyance No. L077809,


 


as
amended by Letter Amendment dated April 14, 2005 between the Owner
Trustee, as lessor, and the Lessee, which was recorded by the FAA on May 11,
2005 and assigned Conveyance No. KK035407.


 










* As of July 31, 2005, Lessee owes rent
in the amount of $135,000 and maintenance reserves in the amount of $148,528
for the total amount of $283,528.


 


Engine 858327*:


 


Aircraft
Engine Lease Agreement dated as of October 24, 2003 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and “VARIG”, S.A. (Viacão Aérea Rio-Grandense), as lessee, with the
following attached thereto: (i) General Terms Engine Lease Agreement dated
as of October 24, 2003, which lease and attachment were recorded by the
FAA on December 8, 2003 and assigned Conveyance No. CC017813,


 


as
amended by Amendment No. 1 to the Lease Agreement between the Owner
Trustee and VARIG, which was recorded by the FAA on November 19, 2004 and
assigned Conveyance No. QQ030203,


 


as
further amended by Amendment No. 2 (858327) dated as of September 24,
2004 between the Owner Trustee and VARIG, which was recorded by the FAA on December 29,
2004 and assigned Conveyance No. Z004502,


 


and as further amended by Amendment No. 3 to
the Lease Agreement between the Owner Trustee and VARIG, which was recorded May 5,
2005 and assigned Conveyance No. XX028726.


 










* See Engine 704371 for payment default
information.


 


Engine 858788:


 


Aircraft
Engine Lease Agreement dated as of March 16, 1998 between Willis Lease
Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos
Regionais S.A. (now known as Rio-Sul Linhas Aereas S.A.), as lessee, with the
following attached thereto: (i) General Terms Engine Lease Agreement dated
as of February 27, 1998, and (ii) Engine Transfer Certificate dated
as of March 16, 1998, between Willis, as seller, and WLFC Funding


 


20





















 


Corporation, as issuer, which lease and attachments were recorded by
the FAA on March 31, 1998 and assigned Conveyance No. H93122,


 


as
assigned by Assignment and Bill of Sale dated as of June 12, 2002 between
WLFC Funding Corporation, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on July 23,
2002 and assigned Conveyance No. W000961,


 


as
amended by Amendment No. 1 to the Lease Agreement dated May 30, 2003,
which was recorded by the FAA on February 10, 2004 and assigned Conveyance
No. Y007282,


 


as
amended by Amendment No. 2 to the Lease Agreement July 14, 2003,
which was recorded by the FAA on August 27, 2003 and assigned Conveyance No. T072906,


 


as
further amended by Amendment No. 3 to the Lease Agreement dated as of November 14,
2003, which was recorded by the FAA on May 3, 2004 and assigned Conveyance
No. M004010,


 


as
further amended by Amendment No. 4 to the Lease Agreement dated March 16,
2004, which was recorded by the FAA on November 17, 2004 and assigned
Conveyance No. QQ030180, and


 


as
further amended by Amendment No. 5 to the Lease Agreement dated March 16,
2005, which was recorded by the FAA on May 5, 2005 and assigned Conveyance
No. XX028727.


 


Engine 858789*:


 


Aircraft
Engine Lease Agreement dated as of March 16, 1998 between Willis Lease
Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos
Regionais S.A., now known as Rio Sul Linhas Aereas S.A., as lessee, with the
following attached thereto: (i) General Terms Engine Lease Agreement dated
as of February 27, 1998, and (ii) Engine Transfer Certificate dated
as of March 16, 1998 between Willis, as seller, and WLFC Funding
Corporation, as issuer, which lease and attachments were recorded by the FAA on
March 31, 1998 and assigned Conveyance No. H93123,


 


as
assigned and assumed by Assignment and Bill of Sale dated as of June 12,
2002 between WLFC Funding Corporation, as assignor, and Wells Fargo Bank
Northwest, National Association, as owner trustee, as assignee, which was
recorded by the FAA on July 23, 2002 and assigned Conveyance No. W000964,


 


as amended by Amendment No. 1 to the Lease
Agreement dated May 30, 2003, which was recorded by the FAA on February 10,
2004 and assigned Conveyance No. Y007283,


 


21





















 


as further amended by Amendment No. 2 to the
Lease Agreement dated July 14, 2003, which was recorded by the FAA on August 27,
2003 and assigned Conveyance No. T072907,


 


as further amended by Amendment No. 3 to the
Lease Agreement dated November 14, 2003, which was recorded by the FAA on May 3,
2004 and assigned Conveyance No. M004009,


 


as further amended by Amendment No. 4 to the
Lease Agreement, recorded by the FAA on November 17, 2004 and assigned
Conveyance No. QQ030181,


 


and further amended by Amendment No. 5 to the
Lease Agreement dated March 16, 2005, which was recorded by the FAA on May 5,
2005 and assigned Conveyance No. XX028728.


 










* Rio Sul
Linhas Aereas S.A. owes pre-petition rent in the amount of $164,760 and
pre-petition maintenance reserves in the amount of 103,994 for the total amount
of $268,754.


 


Engine 872554*:


 


Aircraft
Engine Lease Agreement dated April 25, 2002 between Amtec Corporation (“Amtec”),
as lessor, and Lufthansa A.E.R.O. GmbH (“Lufthansa”), as lessee, which was
recorded by the FAA on May 15, 2002 and assigned Conveyance No. NN023243,


 


as
amended by Amendment No. 1 to Aircraft Engine Lease Agreement dated March 14,
2003 between Amtec, as lessor, and Lufthansa, as lessee, which was recorded by
the FAA on May 20, 2003 and assigned Conveyance No. J003039,


 


as assigned and assumed by Lease Assignment and
Assumption Agreement dated as of June 4, 2003 between Amtec, as assignor,
and Willis Lease Finance Corporation (“Willis”), as assignee, which was
recorded by the FAA on July 11, 2003 and assigned Conveyance No. T072529,


 


as assigned and assumed by Engine or Beneficial
Interest Transfer Certificate 872554 dated as of May 12, 2003 between
Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was
recorded by the FAA on July 11, 2003 and assigned Conveyance No. T072530,


 


as further assigned and assumed by Engine 872554
Assignment and Assumption Agreement and Bill of Sale dated as of May 12,
2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on July 11,
2003 and assigned Conveyance No. T072531.


 










* As of July 31,
2005, Lufthansa owes rent in the amount of $14,350 and maintenance reserves in
the amount of $2,146 for the total amount of $16,496.


 


22





















 


Engine 874243:


 


Aircraft
Engine Lease Agreement dated as of April 29, 1998 between Willis Lease
Finance Corporation (“Willis”) as lessor, and Shanghai Airlines (“Shanghai”) as
lessee, with the following attached thereto: 
(i) General Terms Engine Lease Agreement dated as of April 29,
1998 between Willis and Shanghai, and (ii) Engine Transfer Certificate
dated as of April 29, 1998 between Willis, as seller, and WLFC Funding
Corporation (now Willis by merger), as issuer, which was recorded by the FAA on
June 11, 1998 and assigned Conveyance No. MM015772 (the Engine
Transfer Certificate was recorded separately by the FAA on June 11, 1998
and assigned Conveyance No. MM015773),


 


as
assigned and assumed by Contribution and Sale Agreement dated as of September 12,
2002 between Willis (as successor by merger to WLFC Funding Corporation), as
seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine
and Beneficial Interest Transfer Certificate dated September 16, 2002
attached thereto, which was which was recorded by the FAA on December 6,
2002 and assigned Conveyance No. J001810,


 


and
as further assigned and assumed by Final Transfer Master Assignment and
Assumption Agreement and Bill of Sale dated as of September 16, 2002
between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest,
National Association, as owner trustee, as assignee, which was recorded by the
FAA on December 6, 2002 and assigned Conveyance No. J001812,


 


as amended by Letter Amendment dated April 15,
2005 between Wells Fargo Bank Northwest, National Association, as owner
trustee, as lessor, and Shanghai, as lessee, which was recorded by the FAA on May 6,
2005 and assigned Conveyance No. U086162.


 


Engine 876272*:


 


Aircraft
Engine Lease Agreement dated as of December 31, 2001 between Wells Fargo
Bank Northwest, National Association, as owner trustee (the “Owner Trustee”),
as lessor, and Air China, as lessee (“Lessee”), with Air China Group Import &
Export Trading Co. (the “Company”) joining as consenting party, with the
following attached thereto:  (i) General
Terms Engine Lease Agreement dated February 15, 2001 between the Owner
Trustee as lessor, and the Lessee as lessee, with the Company joining as
consenting party, and Willis Lease Finance Corporation joining as beneficiary,
which lease and attachments were recorded by the FAA on April 12, 2002 and
assigned Conveyance No. KK030104,


 


as
amended by Letter Amendment dated June 27, 2001 between Wells Fargo Bank
Northwest, National Association, as owner trustee, and Air China, as lessee,
(and also signed by Air China Group Import & Export Trading Co. and
Willis Lease Finance Corporation), which was recorded by the FAA on July 10,
2001 and assigned Conveyance No. ZZ024939,


 


as assigned and assumed by 876272 First Transfer
Assignment and Assumption Agreement and Bill of Sale dated as of February 25,
2005 between Wells Fargo Bank Northwest,


 


23





















 


N.A., as owner trustee, as assignor, and Willis Lease Finance
Corporation (“Willis”), as assignee, which was recorded by the FAA on March 4,
2005 and assigned Conveyance No. J009056,


 


as
assigned and assumed by Engine or Beneficial Interest Transfer Certificate
dated as of February 25, 2005 between Willis, as seller, and Willis Engine
Funding LLC (“WEF”), as issuer, which was recorded by the FAA on March 4,
2005 and assigned Conveyance No. J009057,


 


as further assigned and assumed by Engine 876272
Assignment and Assumption Agreement and Bill of Sale dated as of February 25,
2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, which was recorded by the FAA on March 4,
2005 and assigned Conveyance No. J009058.


 










* As of July 31,
2005, Lessee owes rent in the amount of $165,000 and maintenance reserves in
the amount of $31,279 for the total amount of $196,279.


 


Engine 888763*:


 


Aircraft
Engine Lease Agreement dated as of September 30, 2004  between Wells Fargo Bank Northwest, National
Association, as owner trustee, as lessor, and “VARIG”, S.A. (Viacão Aérea
Rio-Grandense), as lessee, with the following attached thereto: (i) General
Terms Engine Lease Agreement dated as of October 24, 2003, (ii) Side
Letter No. 1 to the Lease Agreement dated September 30, 2004, which
lease and attachments were recorded by the FAA as one instrument on November 17,
2004 and assigned Conveyance No. J008060,


 


as assigned and assumed by Engine 888763 First
Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 4,
2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor,
and Willis Lease Finance Corporation (“Willis”), as assignee, which was
recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074365,


 


as assigned and assumed by Engine or Beneficial
Interest Transfer Certificate dated as of February 4, 2005 between Willis
Engine Funding LLC (“WEF”), as issuer/assignee, and Willis, as seller/assignor,
which was recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074366,


 


as further assigned and assumed by Engine 888763
Assignment and Bill of Sale dated as of February 4, 2005 between WEF, as
assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee,
as assignee, which was recorded by the FAA on March 28, 2005 and assigned
Conveyance No. Q074367.


 










* See Engine 704371 for payment default
information.


 


24





















 


Engine 890704:


 


Aircraft
Engine Lease Agreement dated as of January 14, 2004 between Wells Fargo
Bank Northwest, N.A., as owner trustee, as lessor, and GOL Transportes Aereos
S.A., as lessee, with General Terms Engine Lease Agreement attached thereto,
which was recorded by the FAA on February 12, 2004 and assigned Conveyance
No. E003590,


 


as assigned and assumed by Engine 890704 First
Transfer Assignment and Assumption Agreement and Bill of Sale dated as of January 14,
2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor,
and Willis Lease Finance Corporation (“Willis”), as assignee, which was
recorded by the FAA on February 15, 2005 and assigned Conveyance No. MM027357,


 


as assigned and assumed by Engine or Beneficial
Interest Transfer Certificate 890704 dated as of January 14, 2005 between
Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was
recorded by the FAA on February 15, 2005 and assigned Conveyance No. MM027358,


 


as further assigned and assumed by Engine 890704
Assignment and Assumption Agreement and Bill of Sale dated as of January 14,
2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National
Association, as owner trustee, as assignee, whereby which was recorded by the
FAA on February 15, 2005 and assigned Conveyance No. MM027359.


 


Engine 890988:


 


Aircraft
Engine Lease Agreement dated as of September 10, 2004  between Wells Fargo Bank Northwest, National
Association, as owner trustee, as lessor, and Aerovias de Mexico, S.A. de C.V.,
as lessee, with the following attached hereto: 
(i) General Terms Engine lease dated as of February 3, 2003
and Amendment No. 1 thereto dated October 15, 2003, which lease and
attachments were recorded by the FAA on October 25, 2004 and assigned
Conveyance No. R065506.


 


25





















 


EXHIBIT 3.01(k)


 


Initial Engines and Remaining
Engines 


 


Initial Engines


 




	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  ESN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolls
  Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  30771

  
	
  Rolls
  Royce

  	
   

  	
  3007A

  	
   

  	
  311498

  
	
  Rolls
  Royce

  	
   

  	
  3007A

  	
   

  	
  312234

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  575283

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  575573

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  577214

  
	
  General
  Electric

  	
   

  	
  CF6-80C2A

  	
   

  	
  695530

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704371

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704447

  
	
  General
  Electric

  	
   

  	
  CF6-80C2D1F

  	
   

  	
  704638

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  708173

  
	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  716430

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  716779

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718210

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718262

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  721877

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  724721

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4158

  	
   

  	
  724862

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725183

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  725434

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725522

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726169

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726173

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726195

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726203

  
	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  727057

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  727255

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727340

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727393

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728154

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728173

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731570

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731812

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731999

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733172

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733175

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733186

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733438

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733471

  






 


1





















 




	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733587

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733715

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733758

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  740342

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741414

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741573

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741822

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  779194

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  779484

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  856690

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858327

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858788

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858789

  
	
  General
  Electric

  	
   

  	
  CF34-3A/B

  	
   

  	
  872554

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  874243

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  876272

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  888763

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  890704

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  890988

  






 


Remaining Engines


 




	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  ESN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  695344

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  702668

  
	
  General Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  695495*

  






 












	
  *  Third Remaining Engine

  	
   

  	
   

  	
   

  	
   

  






 


2