Exhibit 10.37


 


EXECUTION VERSION


 


REDACTED COPY


 


Portions of this Exhibit 10.37 have been
omitted pursuant to a confidential treatment request. The omitted material has
been filed separately with the Securities and Exchange Commission.


 




 





 


WILLIS ENGINE SECURITIZATION TRUST,


Issuer


 


and


 


WILLIS
LEASE FINANCE CORPORATION,

Servicer


 


 


and


 


FORTIS
CAPITAL.


and HSH
NORDBANK AG,


as Series A2
Note Holders


 


 










 


 


SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT


 


Dated as of August 9, 2005


 










 


SERIES A2 NOTES


 


 




 
























 


TABLE OF CONTENTS


 


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section
  1.02.

  	
  Other
  Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASE AND SALE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  2.01.

  	
  Sale
  and Delivery of the Series A2 Notes

  	
   

  
	
  Section
  2.02.

  	
  Funding
  of Loans

  	
   

  
	
  Section
  2.03.

  	
  Increase
  or Decrease in Maximum Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  CONDITIONS PRECEDENT TO
  OBLIGATION OF THE SERIES A2 NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  3.01.

  	
  Conditions
  Precedent to Issuance of Series A2 Notes

  	
   

  
	
  Section
  3.02.

  	
  Conditions
  Precedent on Initial Closing Date

  	
   

  
	
  Section
  3.03.

  	
  Conditions
  Precedent To Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES OF WEST AND WILLIS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  4.01.

  	
  Representations
  and Warranties of WEST

  	
   

  
	
  Section
  4.02.

  	
  Representations
  and Warranties and Agreements of Willis

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES OF THE SERIES A2 NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  5.01.

  	
  Authority,
  etc.

  	
   

  
	
  Section
  5.02.

  	
  Securities
  Act

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  OTHER COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  6.01.

  	
  Securities
  Act

  	
   

  
	
  Section
  6.02.

  	
  Legal
  Conditions to Closing

  	
   

  



 





















 


	
  Section
  6.03.

  	
  Expenses
  and Fees

  	
   

  
	
  Section
  6.04.

  	
  Mutual
  Obligations

  	
   

  
	
  Section
  6.05.

  	
  Pledge
  to Liquidity Providers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  	
   

  
	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  7.01.

  	
  Indemnification
  by WEST

  	
   

  
	
  Section
  7.02.

  	
  Indemnification
  by Willis

  	
   

  
	
  Section
  7.03.

  	
  Procedure

  	
   

  
	
  Section
  7.04.

  	
  Defense
  of Claims

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section
  8.01.

  	
  Amendments

  	
   

  
	
  Section
  8.02.

  	
  Notices

  	
   

  
	
  Section
  8.03.

  	
  No
  Waiver; Remedies

  	
   

  
	
  Section
  8.04.

  	
  Binding
  Effect; Assignability

  	
   

  
	
  Section
  8.05.

  	
  GOVERNING
  LAW; JURISDICTION

  	
   

  
	
  Section
  8.06.

  	
  No
  Proceedings

  	
   

  
	
  Section
  8.07.

  	
  Execution
  in Counterparts

  	
   

  
	
  Section
  8.08.

  	
  Limited
  Recourse

  	
   

  
	
  Section
  8.09.

  	
  Survival

  	
   

  
	
  Section
  8.10.

  	
  Appointment
  of Agent for Service of Process

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Maximum Commitments

  	
   

  
	
  SCHEDULE 2

  	
  Addresses of Series A2
  Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Loan Request

  	
   

  
	
  EXHIBIT B

  	
  Form of Assignment and Assumption

  	
   

  



 


ii





















 


SERIES A2 NOTE PURCHASE AND
LOAN AGREEMENT (“Series A2 Note Purchase Agreement”)
dated as of August 9 2005, among WILLIS ENGINE SECURITIZATION TRUST, a
Delaware statutory trust (“WEST”), WILLIS
LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”),
Fortis Captial Corp., a Connecticut corporation (“Fortis”),
and HSH NORDBANK, AG, a German banking corporation (“HSH”
and together with Fortis, the initial “Series A2 Noteholders”).


 


PREAMBLE


 


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


 


WHEREAS, WEST and the
Indenture Trustee have entered into the Series A2 Supplement to the
Indenture, dated as of August 9, 2005 (the “Series A2
Supplement”), pursuant to which WEST is to issue the Series A2
Notes in an initial aggregate Maximum Principal Balance of $100,000,000;


 


WHEREAS, the Series A2
Noteholders are willing to make loans to WEST on the Initial Closing Date and
from time to time thereafter until the occurrence of a Conversion Event, and
the obligation of WEST to repay such Loans will be represented by the Series A2
Notes;


 


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


 


ARTICLE I



DEFINITIONS


 


Section 1.01.          Definitions.  (a)  Capitalized terms used herein and
not otherwise defined shall have the meaning set forth in the Indenture.  Whenever used in this Agreement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.


 


“Assignment and Assumption”
means an Assignment and Assumption Agreement, substantially in the form of Exhibit B
attached hereto, pursuant to which the transferee of a Series A2 Note
agrees to make Series A2 Loans to the extent of the Unused Commitment
allocable to the Series A2 Note that is transferred to such transferee.


 


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


 


“Commercial Paper Notes”
means commercial paper notes issued by, or on behalf of, a CP Noteholder for
the purpose of funding or maintaining its Loans to WEST and its holding of its Series A2
Note, including all such commercial paper notes so issued to re-finance matured
commercial paper notes issued by, or on behalf of, such CP Noteholder that were
originally issued to finance or maintain such CP Noteholder’s Loans to WEST and
such holding.


 





















 


“Conversion Date”
means July 31, 2007 or such later date to which the Conversion Date may be
extended (if extended) in the sole discretion of the Series A2 Note
Purchasers in accordance with the terms of Section 2.03(b) hereof.


 


“CP Noteholder”
means any Series A2 Noteholder that will fund or maintain its Loans and
its holding of its Series A2 Note with the issuance of Commercial Paper
Notes.


 


“Eligible Transferee” means (i) an
Affiliate of a Series A2 Noteholder, or (ii) any other then existing Series A2
Noteholder, or (iii) a commercial bank, insurance company or other
financial institution that (x) complies with the transfer provisions of Section 2.11
of the Indenture, and (y) if such transfer is to occur prior to the Conversion
Date, such transferee in the reasonable determination of WEST, has the
capability to make Loans to WEST up to the Unused Commitment in respect of the Series A2
Note being transferred to such financial institution and is otherwise
reasonably acceptable to WEST, as evidenced to the Indenture Trustee in writing
(which approval shall not be unreasonably withheld or delayed).


 


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


 


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


 


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


 


“Funding Request”
means a written request by WEST to obtain Loans from the Series A2
Noteholders, such notice to be in the form of Exhibit A hereto and
to conform to requirements of Section 2.02 hereof.


 


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


 


“Indenture”
means the Indenture, as supplemented by the Supplements, including the Series A2
Supplement, as the same may be amended and supplemented from time to time.


 


“Liquidity Agreement”
means any agreement to which a CP Noteholder is a party and under which one or
more Liquidity Providers has agreed to purchase from such CP Noteholder the Series A2
Notes held by such CP Noteholder and to assume such CP Noteholder’s obligation
to make Loans in an amount up to the Unused Commitment of such CP Noteholder.


 


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


 


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


 


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


 


“Maximum Commitment” shall mean
(a), for all Series A2 Noteholders, $100,000,000 in the aggregate, which
amount may be increased up to $150,000,000 as provided in Section 2.03(d) of
the Series A2 Supplement and Section 2.03(c) hereof, and (b),
for each Series A2


 


2





















 


Noteholder,
the amount set forth opposite the name of such Series A2 Noteholder in Schedule 1
attached hereto, increased proportionately in the event of any increase in the
aggregate Maximum Commitment described in clause (a) of this definition.


 


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


 


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


 


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


 


“Series A2 Loan”
means a funding by the Series A2 Noteholder of a loan to WEST pursuant to Article II
hereof.


 


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


 


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


 


 “Series A2 Related Documents”
means the Series A2 Transaction Documents and the Related Documents, as
the same may be amended, supplemented, restated, replaced or otherwise modified
from time to time.


 


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


 


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


 


“Series B2 Loan” means,
individually or in the aggregate, a loan to WEST by the Holder or Holders of
the Series B2 Notes pursuant to the Series B2 Supplement and the Series B2
Note Purchase Agreement.


 


“Series B2 Note Purchase Agreement” means the Series B2
Note Purchase and Loan Agreement, dated as of August 9, 2005, among WEST,
Willis and the Series B2 Noteholders.


 


3





















 


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


 


“Series B2 Supplement”
means the Series B2 Supplement to the Indenture, dated as of August 9,
2005, between WEST and the Indenture Trustee.


 


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


 


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


 


ARTICLE II



PURCHASE AND SALE


 


Section 2.01.          Sale and Delivery of the Series A2
Notes.  In reliance on the
representations, warranties and agreements and on the terms and conditions set
forth herein and in the Indenture and the Series A2 Supplement, WEST
agrees to sell, and each of the Series A2 Noteholders severally and not
jointly agrees to purchase, on the Initial Closing Date, a Series A2 Note with the Maximum Principal Balance for
each Series A2 Noteholder set forth in Schedule 1 (which Maximum
Principal Balances may be increased pursuant to Section 2.03(a) hereof
and Section 2.03(d) of the Series A2 Supplement).  The Series A2 Notes shall be duly
executed by WEST, duly authenticated by the Indenture Trustee and registered in
the names of the Series A2 Noteholders. 
The actual Outstanding Principal Balance of each Series A2 Note
will be equal to the principal amount of the Loans made by the holder thereof
from time to time in accordance with the terms hereof and of the Series A2
Supplement minus any payments of the principal amount of the Series A2
Notes made in accordance with the terms thereof and the Series A2
Supplement and the Indenture.


 


Section 2.02.          Funding of Loans.  (a)  On the terms and conditions
hereinafter set forth, each Series A2 Noteholder severally and not jointly
agrees that it will make Loans to WEST, on the Initial Closing Date and from
time to time thereafter until the occurrence of a Conversion Event, upon the
receipt of a Funding Request from WEST and otherwise as provided in this Section 2.02
and in each subject to satisfaction of the applicable conditions precedent set
forth in Article III hereof and in Article IV of the Series A2
Supplement, in a total amount outstanding at any time up to its Maximum
Commitment.  It is expressly understood
and agreed that WEST shall not have any right to receive, and each Series A2
Noteholder shall not have any obligation to disburse, (x) any amount in excess
of the Maximum Commitment of such Series A2 Noteholder or (y) any amount
whatsoever on or after the date on which a Conversion Event occurs.  Under no circumstances shall the Series A2
Noteholders fund any Loans if after giving effect to such Loans, (i) the
aggregate Series A2 Note Outstanding Principal Balance outstanding hereunder
would either (A) exceed the Series A2 Maximum Commitment or (B) result
in a


 


4





















 


Senior Borrowing Base Deficiency
or (ii) the Aggregate Note Principal Balance would exceed the Maximum
Borrowing Base.


 


(b)           On the Initial Closing Date, each of
the Series A2 Noteholders shall, upon satisfaction of the applicable
conditions set forth in Sections 3.02 and 3.03 hereof, make a Loan to WEST in
the amount set forth beside its name on Schedule 1.


 


(c)           On any Business Day after the Initial
Closing Date and prior to the date on which a Conversion Event occurs, each of
the Series A2 Noteholders agrees that it shall make a Loan to WEST in the
amount specified in a Funding Request delivered to the Series A2 Noteholders
by WEST at least three Business Days prior to the Funding Date set forth in
such Funding Request, which shall specify (i) the aggregate amount of the
Loans to be made by the Series A2 Noteholders and the amount of the Loan
to be made by each individual Series A2 Noteholder on such Funding Date, (ii) the
proposed Funding Date, and (iii) the use of the proceeds of such Loans,
including the Engine Information for any Funding Date Engine being acquired
with the proceeds of such Loans.  Each Funding
Request delivered by WEST pursuant to this Section 2.04 shall be
irrevocable.  On the Funding Date, each
of the Series A2 Noteholders shall, upon satisfaction of the applicable
conditions set forth in Article III hereof and Article IV of the Series A2
Supplement, make available to WEST by wire transfer in immediately available
funds, at such bank or other location reasonably designated by WEST in the
applicable Funding Request, an amount equal to the amount of such Loan related
to such Funding.


 


(d)           If any Series A2 Noteholder
shall default on its obligation to make a Loan on any Funding Date, one or more
of the other Series A2 Noteholders may elect (but shall not be required
to) to make the Loan of the defaulting Series A2 Noteholder.  In such event, the Maximum Principal Balance
of the Series A2 Note held by the defaulting Series A2 Noteholder and
the Maximum Commitment of the defaulting Series A2 Noteholder shall be
reduced by the amount of the Loan so made, and the Maximum Principal Balance of
the Series A2 Note held by the Series A2 Noteholder making such Loan
and the Maximum Commitment of such Series A2 Noteholder shall be increased
by the amount of such Loan.


 


(e)           WEST may, within 75 days, but no
later than 45 days, prior to the then existing Conversion Date, by written
notice to each Series A2 Noteholder, make written request for the Series A2
Note Noteholders to extend the Conversion Date for an additional period of 364
days.  The Series A2 Noteholders
shall make a determination, in their sole discretion and after a full credit
review, not more than 30 days and not less than 15 days prior to the then
applicable Conversion Date as to whether or not they will agree to extend the
Conversion Date; provided, however, that the
failure of any Series A2 Noteholder to make a timely response to WEST’s
request for extension of the Conversion Date shall be deemed to constitute a
refusal by such Series A2 Noteholders to extend the Conversion Date.  It shall be a condition to the extension of
the Conversion Date that (i) the commitment of all of the Series A2
Noteholders under the Series A2 Note Purchase Agreement be extended to the
same date, (ii) a Rating Agency Confirmation shall have been received in
respect of such extension and (iii) the commitments of all Series B2
Noteholders under the Series B2 Note Purchase Agreement be extended to the
same date.


 


5





















 


Section 2.03.          Increase or Decrease in Maximum
Commitments.  (a)  WEST may
elect to increase the aggregate Maximum Principal Balances of the Series A2
Notes and the aggregate Maximum Commitments of the Series A2 Noteholders
to an amount greater than $100,000,000 but not in excess of $150,000,000,
subject to the receipt of (i) the prior written consent of all of the Series A2
Noteholders and (ii) a Rating Agency Confirmation, provided that, as a
condition of any such increase, WEST also shall elect to increase the Maximum
Principal Balances of the Series B2 Notes and the Maximum Commitments of
the Series B2 Noteholders by a proportionate amount, as provided in the Series B2
Supplement and the Series B2 Note Purchase Agreement. Any increase
pursuant to the preceding sentence shall be applied to increase the Maximum
Principal Balances of the individual Series A2 Notes and the Maximum Commitments
of the Series A2 Noteholders proportionately to the Maximum Principal
Balances of the Series A2 Notes held by the Series A2 Noteholders
immediately prior to such increase, and each Series A2 Noteholder agrees
that its Maximum Commitment shall be increased by an amount equal to the amount
by which the Maximum Principal Balance of its Series A2 Note is so
increased, and that such increases shall be deemed to occur without any Series A2
Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2
Note reflecting the increased Maximum Principal Balance.


 


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


 


ARTICLE III



CONDITIONS PRECEDENT TO OBLIGATION OF THE SERIES A2 NOTEHOLDERS


 


Section 3.01.          Conditions Precedent to Issuance of
Series A2 Notes.  The obligation
of WEST to issue the Series A2 Notes to the Series A2 Noteholders is
subject to satisfaction of the following conditions precedent:


 


(a)           All of the conditions precedent to
the obligations of WEST set forth in Section 6A of the Series A1 Note
Purchase Agreement shall have been satisfied by WEST and WEST, Willis and the Series A1
Noteholders shall have executed and delivered the Series A1 Note Purchase
Agreement.


 


(b)           WEST, Willis and the Series A2
Noteholders shall have executed and delivered this Agreement.


 


6





















 


(c)           WEST, Willis and the Series B2
Noteholders shall have executed and delivered the Series B2 Note Purchase
Agreement.


 


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


 


Section 3.02.          Conditions Precedent on Initial
Closing Date.  The effectiveness of
the agreement of the Series A2 Noteholders to make the Loans and their
obligation to make the Initial Loans on the Initial Closing Date is subject to
satisfaction of the following conditions precedent:


 


(a)           The Series A2 Noteholders shall
have received from WEST a certificate, dated the Initial Closing Date and
executed by a Controlling Trustee, to the effect that:


 


(i)            the representations and warranties
of WEST in this Agreement and the Series A2 Supplement are accurate in all
material respects as of the Initial Closing Date; and


 


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


 


(b)           The Series A2 Noteholders shall
have received from Willis a certificate, dated the Initial Closing Date and
executed by a Responsible Officer, to the effect that:


 


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


 


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


 


(c)           The Series A2 Noteholders shall
have received the following:


 


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


 


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


 


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


 


(d)           The Series A2 Noteholders shall
have received from the Secretary or other Responsible Officer of Willis, in the
officer’s individual capacity, a certificate, dated the Initial Closing Date,
to the effect that:


 


7





















 


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


 


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


 


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


 


(e)           The Series A2 Noteholders shall
have received from a Controlling Trustee of WEST a certificate, dated the
Closing Date, to the effect that:


 


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


 


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


 


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


 


(f)            The Series A2 Noteholders shall
have received from the Secretary or other Responsible Officer of WEST Funding,
in the officer’s individual capacity, a certificate, dated the Closing Date, to
the effect that:


 


(i)            each individual who, as an officer
or representative of WEST Funding, signed any Related Document or any other
document or certificate delivered on or before the Initial Closing Date in
connection with the transactions contemplated in the Related Documents, was at
the respective times of such signing and delivery, and is as of the Initial
Closing Date, duly elected or appointed, qualified, and acting as such officer
or


 


8





















 


representative, and the
signature of the individual appearing on the documents and certificates is the
officer’s genuine signature; and


 


(ii)           no event (including any act or
omission on the part of WEST Funding) has occurred since the date of the good
standing certificate referred to in paragraph (c) above that has affected
the good standing of WEST Funding under the laws of its chartering
jurisdiction, and


 


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


 


(g)           The Series A2 Noteholders shall
have received from Thomas C. Nord, in his capacity as General Counsel of Willis
and Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special New York
counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the
Initial Closing Date and addressed to the Series A2 Noteholders,
addressing corporate/entity matters, enforceability, security interest, tax,
securities law and disclosure matters, that is or are in form and substance
reasonably acceptable to the Series A2 Noteholders.


 


(h)           The Series A2 Noteholders shall
have received from Morris, James, Hitchens & Williams LLP, in its
capacity as special Delaware counsel for Willis, WEST and WEST Funding, an
opinion or opinions, dated the Initial Closing Date and addressed to the Series A2
Noteholders, addressing Delaware entity and security interest perfection
matters, that is in form and substance reasonably acceptable to the Series A2
Noteholders.


 


(i)            The Series A2 Noteholders shall
have received from Pillsbury Winthrop Shaw Pittman LLP, in its capacity as
special bankruptcy counsel for Willis, WEST and WEST Funding, an opinion or
opinions, dated the Closing Date and addressed to the Indenture Trustee and the
Security Trustee, addressing “true sale” matters in connection with the
transfers contemplated under the Asset Transfer Agreement, and substantive
consolidation with respect to WEST and its subsidiaries and Willis, in each
case under the U.S. federal bankruptcy law, that is or are in form and
substance acceptable to the Placement Agent in its sole discretion.


 


(j)            The Series A2 Notes shall have
been rated by Moody’s and Fitch not less than Baa1 and “A”, respectively, and
such ratings shall not have been rescinded.


 


(k)           The Series A2 Transaction
Documents and the Related Documents shall have been duly executed and delivered
by the parties thereto.


 


(l)            The Series A2 Notes shall have
been executed by WEST and authenticated by the Indenture Trustee.


 


(m)          Evidence of recordation of the Initial
Engine Mortgages with the FAA and an opinion from McAfee & Taft in its
capacity as special The Series A2 Notes shall have been executed by WEST
and authenticated by the Indenture Trustee.


 


9





















 


(n)           All proceedings in connection with
the transactions contemplated by this Agreement, the other Series A2
Transaction Documents and the Related Documents shall be satisfactory in form
and substance to the Series A2 Noteholders.


 


Section 3.03.          Conditions Precedent To Loans.  The obligations of the Series A2
Noteholders to make Loans on any Funding Date after the Initial Closing Date are
subject to the following conditions precedent:


 


(a)           Funding Request.  WEST shall have delivered a Funding Request
to the Series A2 Noteholders in respect of such Loans at least three (3) Business
Days prior to the Funding Date.


 


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


 


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


 


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


 


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


 


(f)            No Violation of Maximum Commitment.  Before and after giving effect to such Loan,
the aggregate Outstanding Principal Balance of the Series A2 Notes will
not exceed the Maximum Commitment of the Series A2 Noteholders.


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


(ix)           the making of the
Loan or Loans will not result in a Senior Borrowing Base Deficiency, Junior
Borrowing Base Deficiency or Maximum Borrowing Base Deficiency, and the
Administrative Agent shall have provided a schedule showing the total
amounts of the Initial Borrowing Values of the Funding Date Engines and the
Adjusted Borrowing Values of all other Engines in relation to the Series A
Notes Balances, Series B Notes Balances and Aggregate Note Balances after
all Loans are made on the Funding Date and certifying that (A) the Series A
Note Outstanding principal balance (after giving effect to the proposed Loans
on such Funding Date) will not exceed the Senior Borrowing Base (calculated
after giving effect to the acquisition of such Engine) and (B) the Series B
Note Outstanding principal balance (after giving effect to the proposed Loans
on such Funding Date) will not exceed the Junior Borrowing Base and complies
with the requirements therefor set forth in the Indenture and the Series A2
Supplement;


 


(x)            an invoice,
contract or other written document evidencing the amount of the Purchase Price
of each Funding Date Engine; a copy of the Appraisals for each Funding Date
Engine, dated not more than six (6) months prior to the Funding Date and,


 










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


 


12





















 


(xi)           if the Seller is an
Affiliate of WEST, evidence of the book value of the Funding Date Engine in the
hands of the Seller, and the Administrative Agent shall have delivered to the
Indenture Trustee, the Servicer and the Series A2 Noteholders a
certificate as to the Initial Appraised Value and Initial Borrowing Value of
each Funding Date Engine; and


 


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


 


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


 


(n)           Lease.  If a Funding Date Engine is subject to a
Lease, (i) such Lease meets the requirements of the Indenture, (ii) a
chattel paper copy of the Lease for each Funding Date Engine and a chattel
paper copy of any Lease Supplement for each Funding Date Engine shall have been
delivered pursuant to the requirements of the Security Trust Agreement and the
Custodial Agreement (or if any such chattel paper copy does not exist,
appropriate evidence with respect to the missing chattel paper copy reasonably
acceptable to the Indenture Trustee and the Series A2 Noteholders), and (iii) the
Lessee under each Lease relating to each Funding Date Engine shall have been
directed to remit to the Collections Account all Lease Payments owing pursuant
to such Lease;


 


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


 


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


 


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


 


13





















 


opinion of counsel to the Engine Trustee with respect to the due
authorization, execution and delivery by the Engine Trustee of the Related
Documents to which it is or will be a party.


 


(r)            Legal Opinions.  If a
Funding Date Engine is being acquired, the Indenture Trustee shall have
received an opinion of special FAA counsel in the United States as to the
creation, priority and perfection of the security interest created by the Mortgage
in each Funding Date Engine and the other Collateral effected pursuant to
clause (k)(v) above, in form and substance satisfactory to the Indenture
Trustee.


 


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


 


(t)            Governmental Consents. 
The Indenture Trustee shall have received originals (or copies certified
to be true copies by a Responsible Officer of the Administrative Agent) of all
approvals or consents of Governmental Authorities or other third parties, if
any, necessary for WEST to execute, deliver and perform its obligations under
the Related Documents and the transactions contemplated thereby.


 


(u)           Illegality.  No change shall have occurred after the date
of this Agreement in Applicable Law or regulations thereunder or
interpretations thereof by appropriate regulatory authorities or any court that
would make it illegal for any party to execute, deliver and perform the Series A2
Related Documents to which it is a party and no action or proceeding shall have
been instituted nor shall any action or proceeding be threatened before any
court or Governmental Authority, nor shall any order, judgment or decree have
been issued by any court or Governmental Authority prior to the Funding Date to
set aside, restrain, enjoin or prevent the completion and consummation of this
Agreement or any other Series A2 Transaction Document or the transactions
contemplated hereby or thereby.


 


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


 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS


 


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


 


(a)           WEST has been duly formed and is
validly existing as a Delaware statutory trust in good standing under the laws
of the State of Delaware with organizational power and authority to own, lease
and operate its properties and to conduct its business as described in the Offering
Memorandum, has been duly qualified as a foreign trust to transact business and
is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to be so


 


14





















 


qualified would
not have a material adverse effect on (i) its condition (financial or
otherwise), results of operations, assets, affairs of WEST and the WEST
Subsidiaries taken as a whole, or (ii) the ability of WEST to perform its
obligations under any Related Document to which it is a party, or (iii) the
enforceability of any Related Document including the ability of the Indenture
Trustee to enforce its rights under any Related Document (any of clauses (i), (ii) and
(iii), a “Material Adverse Effect”).


 


(b)           WEST Funding has been duly formed and
is validly existing as a Delaware limited liability company in good standing
under the laws of the State of Delaware with corporate power and authority to
own, lease and operate its properties and to conduct its business as currently
conducted, has been duly qualified as a foreign limited liability company to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to be so
qualified would not have a Material Adverse Effect.


 


(c)           WEST has all requisite organizational
power and authority to execute, deliver and perform its obligations under this
Agreement and the other Related Documents and to consummate the transactions
contemplated hereby and thereby, including, without limitation, the
organizational power and authority to issue, sell and deliver the Series A2
Notes as provided herein and therein.


 


(d)           This Agreement, the Indenture and
each of the other Related Documents to which WEST is a party have been, or as
of the Initial Closing Date will be, duly authorized, executed and delivered by
WEST and constitute valid and legally binding agreements enforceable against
WEST in accordance with their terms, except as enforceability may be limited by
(A) bankruptcy, insolvency, fraudulent conveyance, reorganization,
receivership, moratorium or other similar laws affecting the enforcement of the
rights of creditors generally, (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law, and (C) public
policy considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of such
Related Documents that purport to provide indemnification from securities law
liabilities.


 


(e)           The Series A2 Notes have been
duly and validly authorized by WEST for issuance and sale to the Series A2
Noteholders pursuant to this Agreement and, when issued and authenticated in
accordance with the terms of the Indenture and the Series A2 Supplement
and delivered against payment therefor in accordance with the terms hereof,
will constitute valid and legally binding obligations of WEST, enforceable
against WEST in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors’ rights and remedies, and to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing
(whether considered in a proceeding at law or in equity), and will be entitled
to the benefits of the Indenture.


 


(f)            Neither WEST nor any WEST Subsidiary
is (A) in violation of its organizational documents, (B) in default
in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which WEST or any WEST Subsidiary
is a


 


15





















 


party, or to which
any of the property or assets of WEST or of any WEST Subsidiary may be subject,
or by which it may be bound, or (C) in violation of any applicable local,
state or federal law, statute, ordinance, rule, regulation, requirement,
judgment or court decree having jurisdiction over any of them or any of their
assets or properties (whether owned or leased) other than, in the case of
clauses (B) and (C), any default or violation that could not reasonably be
expected to (x) individually or in the aggregate, result in a Material Adverse
Effect, or (y) in any manner draw into question the validity of this Agreement
or any other Related Document.


 


(g)           None of (A) the execution,
delivery or performance by WEST or any WEST Subsidiary of this Agreement and
the other Related Documents, (B) the issuance and sale of the Series A2
Notes, and (C) consummation of the transactions contemplated hereby and
thereby violates, conflicts with or constitutes a breach of any of the terms or
provisions of, or a default under (or an event that with notice or the lapse of
time, or both, would constitute a default), or requires consent that has not
been obtained under, or will result in the imposition of a lien or encumbrance
other than a Permitted Encumbrance, on any properties of WEST or any WEST
Subsidiary, or an acceleration of any indebtedness of WEST or any WEST
Subsidiary pursuant to (i) the organizational documents of WEST or any
WEST Subsidiary, (ii) material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which WEST or any WEST Subsidiary is a party, or
to which any of the property or assets of WEST or of any WEST Subsidiary may be
subject, or by which it may be bound, (iii) any statute, rule or
regulation applicable to WEST or any WEST Subsidiary or any of their assets or
properties or (iv) any judgment, order or decree of any court or Governmental
Authority having jurisdiction over WEST or any WEST Subsidiary or any of their
assets or properties, except in the case of clauses (ii), (iii) and (iv) for
such violations, conflicts, breaches, defaults, consent, impositions of liens
or accelerations that would not singly, or in the aggregate, have a Material
Adverse Effect.


 


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


 


(i)            No authorization, approval, consent
or order of or filing, registration, qualification, license or permit of or
with any court or Governmental Authority or agency or any other Person is
necessary in connection with (A) assuming the accuracy of the
representations, warranties, agreements and covenants of each of the Series A2
Noteholders contained in Articles V hereof, the offering, issuance or sale of the
Series A2 Notes hereunder and (B) the execution, delivery and
performance by Willis, WEST and the WEST Subsidiaries of this Agreement and the
other Related Documents, except such as have been, or as of the Closing Date
will have been, obtained, or such as may otherwise be required under applicable
state securities laws in connection with the offer for sale and the purchase by
the Series A2 Noteholders of the Series A2 Notes, any recordation of
the pledge of the Collateral to the Security Trustee pursuant to the Security
Trust Agreement that has not yet been completed, or other than as provided in
the Related Transaction Documents.


 


16





















 


(j)            Since July 25, 2005, (A) there
has been no material adverse change, or any development that is reasonably
likely to result in a Material Adverse Effect, whether or not arising in the
ordinary course of business, and (B) there have been no transactions
entered into by WEST or any WEST Subsidiary, other than those in the ordinary
course of business, that are material with respect to WEST and the WEST
Subsidiaries taken as a whole.


 


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


 


(l)            WEST and each WEST Subsidiary
possesses, and at the Initial Closing Date and on each Funding Date, will
possess all material licenses, certificates, authorities or permits, if any are
required pursuant to prevailing Applicable Law, issued by the appropriate
state, federal or foreign regulatory agencies or bodies necessary to conduct
its business, and WEST has not received any notice of proceedings relating to
the revocation or modification of any such license, certificate, authority or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, (1) would result in a Material Adverse
Effect, or (2) would materially and adversely affect the ability of WEST
to perform its obligations hereunder or under the Related Documents.


 


(m)          No part of the proceeds of the Loans
will be used for “buying” or “carrying” any “margin stock” within the
respective meanings of each of the quoted terms under Regulation T, U and X as
now and from time to time hereafter in effect or for any purpose that violates
the provisions of the Regulations of the Board.


 


(n)           WEST is not, and after giving effect
to the sale of the Series A2 Notes to the Series A2 Noteholders
pursuant to this Agreement and the application of the proceeds therefrom, will
not be an “investment company” under the 1940 Act nor is WEST an entity “controlled”
by an “investment company” as such term is defined in the 1940 Act.


 


(o)           Other than the insurance with respect
to the Engines under Leases, which insurance is maintained by the respective
Lessees, WEST and the WEST Subsidiaries maintain insurance with respect to the
assets, properties and business of WEST and the WEST Subsidiaries of the types
and in amounts generally deemed adequate for their businesses and consistent
with insurance coverage maintained by similar companies and businesses and as
required by the Indenture and other Related Documents, all of which insurance
is in full force and effect.


 


(p)           Any taxes, fees and other
governmental charges in connection with the execution, delivery and issuance of
the Related Documents to which WEST is a party and of the Series A2 Notes
have been paid or will be paid at or prior to the Closing Date.


 


(q)           Assuming the accuracy of the
representations, warranties, agreements and covenants of each of the Series A2
Noteholders contained in Article V hereof, the offer, sale and delivery of
the Series A2 Notes in the manner contemplated by this Agreement do not
require


 


17





















 


registration under
the Securities Act and, in connection therewith, the Indenture is not required
to be qualified under the Trust Indenture Act of 1939.


 


(r)            No securities of the same class
(within the meaning of paragraph (d)(3) of Rule 144A under the
Securities Act) as the Series A2 Notes are listed on any national
securities exchange registered under Section 6 of the Exchange Act or
quoted on any United States automated inter-dealer quotation system.


 


(s)           Neither WEST nor any of its
affiliates (as defined for purposes of Rule 501(b) of Regulation D)
has, directly or through any agent (provided that no representation is made as
to the Series A2 Noteholders or any person acting on their behalf), (i) sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect of
any security (as defined for purposes of the Securities Act) that is or will be
integrated with the offering and sale of the Notes in a manner that would
require the registration thereof under the Securities Act or (ii) solicited
any offer to buy or offer to sell the Notes in any manner involving a public offering
(within the meaning of Section 4(2) of the Securities Act), including
by means of, or in connection with the offering of the Notes otherwise engaging
in, any form of general solicitation or general advertising (within the meaning
of Regulation D).


 


(t)            WEST and any “employee benefit plan”
(as defined under the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and published interpretations thereunder
(collectively, “ERISA”)) established or
maintained by WEST, or its “ERISA Affiliates” (as
defined below) are in compliance in all material respects with ERISA.  “ERISA Affiliate”
means, with respect to WEST or a WEST Subsidiary, any member of any group of
organizations described in Sections 414(b), (c), (m) or (o) of the Internal
Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the “Code”) of
which WEST is a member.  No “reportable
event” (as defined under ERISA) has occurred or is reasonably expected to occur
with respect to any “employee benefit plan” established or maintained by WEST,
or any of its ERISA Affiliates.  No “employee
benefit plan” established or maintained by WEST, or any of its ERISA
Affiliates, if such “employee benefit plan” were terminated, would have any “amount
of unfunded benefit liabilities” (as defined under ERISA).  Neither WEST nor any of its ERISA Affiliates
has incurred or reasonably expects to incur any liability under (i) Title
IV of ERISA with respect to termination of, or withdrawal from, any “employee
benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code.  Each “employee benefit plan” established or
maintained by WEST, or any of its ERISA Affiliates that is intended to be
qualified under Section 401(a) of the Code is so qualified and nothing
has occurred, whether by action or failure to act, which would cause the loss
of such qualification.


 


(u)           The representations and warranties of
WEST and each WEST Subsidiary in the Security Trust Agreement will be true and
correct (unless such representation or warranty specifically relates to an
earlier date in which case it shall be true and correct as of such earlier
date).


 


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


 


18





















 


Section 4.02.          Representations and Warranties and
Agreements of Willis.  Willis hereby
represents and warrants as of the Initial Closing Date and covenants with the Series A2
Noteholders that:


 


(a)           Willis has been duly formed and is
validly existing as a Delaware corporation in good standing under the laws of
the State of Delaware with corporate power and authority to own, lease and
operate its properties and to conduct its business as presently conducted, has
been duly qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to be so qualified would not have a Material
Adverse Effect.


 


(b)           Willis has all requisite corporate power
and authority to execute, deliver and perform its obligations under this
Agreement and the other Related Documents to which it is a party and to
consummate the transactions contemplated hereby and thereby.


 


(c)           This Agreement and each of the other
Related Documents to which Willis is a party have been duly authorized,
executed and delivered by Willis and constitute valid and legally binding
agreements enforceable against Willis in accordance with their terms, except as
enforceability may be limited by (A) bankruptcy, insolvency, fraudulent
conveyance, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B) general
principles of equity, whether enforcement is sought in a proceeding in equity
or at law, and (C) public policy considerations underlying the securities
laws, to the extent that such public policy considerations limit the
enforceability of the provisions of such Related Documents that purport to
provide indemnification from securities law liabilities.


 


(d)           Willis is not (A) in violation
of its certificate of incorporation or by-laws (or similar organizational
documents), (B) in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
to which Willis is a party, or to which any of the property or assets of Willis
may be subject, or by which it may be bound, or (C) in violation of any Applicable
Law, statute, ordinance, rule, regulation, requirement, judgment or court
decree having jurisdiction over it or any of its assets or properties (whether
owned or leased) other than, in the case of clauses (B) and (C), any
default or violation that could not reasonably be expected to (x) individually
or in the aggregate, result in a Material Adverse Effect, (y) interfere with or
adversely affect the issuance or marketability of the Notes pursuant hereto or
(z) in any manner draw into question the validity of this Agreement or any
other Transaction Document.


 


(e)           No authorization, approval, consent
or order of or filing, registration, qualification, license or permit of or
with any court or Governmental Authority or agency or any other Person is
necessary in connection with (A) the offering, issuance or sale of the Series A2
Notes hereunder and (B) the execution, delivery and performance by Willis,
WEST and the WEST Subsidiaries of this Agreement and the other Related
Documents, except such as have been, or as of the Initial Closing Date will
have been, obtained or such as may otherwise be required under applicable state
securities laws in connection with the offer for sale and purchase


 


19





















 


by the Series A2
Noteholders of the Series A2 Notes, and any recordation of the pledge of
the Collateral to the Security Trustee pursuant to the Security Trust Agreement
that has not yet been completed, other than as provided in the Related
Documents.


 


(f)            Other than the insurance with
respect to the Engines under Leases, which insurance is maintained by the
respective Lessees, Willis maintains insurance with respect to the assets,
properties and business of Willis of the types and in amounts generally deemed
adequate for their businesses and consistent with insurance coverage maintained
by similar companies and businesses and as required by the Indenture and other
Related Documents, all of which insurance is in full force and effect.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES OF THE SERIES A2 NOTEHOLDERS


 


Each of the Series A2
Noteholders hereby severally and not jointly makes the following
representations and warranties as to itself to WEST and Willis as of the Initial
Closing Date and as of each Funding Date:


 


Section 5.01.          Authority, etc.  This Series A2 Note Purchase Agreement has been duly and validly
executed and delivered by the Series A2 Noteholder and constitutes a
legal, valid and binding obligation of the Series A2 Noteholder,
enforceable against the Series A2 Noteholder in accordance with its terms,
subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium
and other similar laws of general applicability relating to or affecting
creditors’ rights and to general principles of equity.


 


Section 5.02.          Securities Act.  (a)  The Series A2 Note purchased
by such Series A2 Noteholder pursuant to this Series A2 Note Purchase
Agreement will be acquired for investment only and not with a view to any
public distribution thereof, and such Series A2 Noteholder will not offer
to sell or otherwise dispose of its Series A2 Note (or any interest
therein) in violation of any of the registration requirements of the Securities
Act or any applicable state or other securities laws.


 


(b)           The Series A2 Noteholder acknowledges
that it has no right to require WEST to register the Series A2 Notes under
the Securities Act or any other securities law. 
The Series A2 Noteholder agrees that the Series A2 Notes may
not be reoffered, resold, pledged or otherwise transferred except in compliance
with the Securities Act and to a person that the Series A2 reasonably
believes is a Qualified Institutional Buyer or Institutional Accredited
Investor purchasing for its own account. 
Neither such Series A2 Noteholder nor any of its Affiliates nor any
persons acting on their behalf have engaged or will engage in any general
solicitation or general advertising with respect to the Series A2 Note.


 


(c)           Such Series A2 Noteholder (as to
itself) is aware of the following:  (i) there
are significant restrictions on and conditions to the transferability of the Series A2
Note (and the Series A2 Note will bear legends referring to such
restrictions) and there is no market for the Series A2 Note and no market
is expected to develop for the Series A2 Note, and accordingly, it may not
be possible for the Series A2 Noteholder to liquidate its investment in
the Series A2


 


20





















 


Notes; (ii) no
Governmental Authority has made any findings as to the fairness of this Series A2
Note Purchase Agreement or the terms and conditions of the Series A2 Note;
(iii) there are numerous risks and uncertainties involved in the Series A2
Noteholder’s acquisition of the Series A2 Note and the Series A2
Noteholder has been advised of and understands such risks and uncertainties;
and (iv) any projections or predictions that may have been made available
to the Series A2 Noteholder are based on estimates, assumptions, and
forecasts which may prove to be incorrect; and no assurance is given that
actual results will correspond with the results contemplated by the various
projections.


 


(d)           Such Series A2 Noteholder has
knowledge and experience in financial and business matters, is capable of
evaluating the merits and risks of an investment in the Series A2 Notes
and has carefully considered the suitability of an investment in such Notes and
has determined that the Series A2 Notes are a suitable investment.  Such Series A2 Noteholder has received
and carefully read the Related Transaction Documents and the Series A2
Noteholder confirms that all documents, records and books pertaining to the Series A2
Notes, WEST and its assets and the other parties to the Related Transaction
Documents which are relevant to the Series A2 Noteholder’s investment
decision have been made available to such Series A2 Noteholder.  Such Series A2 Noteholder is capable of
bearing the risks and burdens of its investment in the Series A2 Notes and
is aware that an Optional Redemption of the Series A2 Notes may occur and
that no premium will be paid upon any Optional Redemption.


 


ARTICLE VI



OTHER COVENANTS


 


Section 6.01.          Securities Act.  WEST agrees not to sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security (as
defined in the Securities Act) that would be integrated with the sale of the Series A2
Notes and the Series B2 Notes in a manner that would require the
registration under the Securities Act of the sale to the Series A2
Noteholders and the Series B2 Noteholders of the Series A2 Notes and
the Series B2 Notes, respectively.


 


Section 6.02.          Legal Conditions to Closing.  The Series A2 Noteholders,  WEST and Willis will take all reasonable
actions necessary to comply promptly with all legal requirements which may be
imposed on any of them with respect to the consummation of the transactions
contemplated by this Agreement and will promptly cooperate with and furnish
information to one another in connection with any such legal requirements.  The Series A2 Noteholders, WEST, and
Willis will take all reasonable action necessary to obtain (and will cooperate
with one another in obtaining) any consent, authorization, permit, license,
franchise, order or approval of, or any exemption by, any Governmental
Authority or any other Person, required to be obtained or made by it in
connection with any of the transactions contemplated by this Agreement.


 


Section 6.03.          Expenses and Fees.  Except as otherwise expressly provided
herein, all Issuance Expenses incurred in connection with the entering into
this Series A2 Note Purchase Agreement and the transactions contemplated
hereby shall be paid by WEST.


 


Section 6.04.          Mutual Obligations.  On and after the date of this Agreement, the Series A2
Noteholders, WEST and Willis will do, execute and perform all such other acts,
deeds and


 


21





















 


documents as the other
party may from time to time reasonably require in order to carry out the intent
of this Agreement.


 


Section 6.05.          Pledge to Liquidity Providers.  WEST recognizes the obligations of any CP
Noteholder under the terms of the related Liquidity Agreement and hereby
consents to the transfer by such CP Noteholder of the Series A2 Notes to
the Liquidity Providers when required and in accordance with the terms of the
Liquidity Agreement; provided that
each of the Liquidity Providers shall be a Qualified Institutional Buyer, the
total number of Liquidity Providers for such CP Noteholder shall not at any
time exceed three (3), and each Liquidity Provider shall have delivered to WEST
and the Indenture Trustee on or before the later of the date hereof and the
date on which it first becomes a Liquidity Provider, an Investment Letter
making representations and warranties substantially identical to those set
forth in the form of Exhibit B to the Indenture and an Assignment and
Assumption Agreement, and provided,  further that, prior to the Conversion Date, each Liquidity
Provider shall be an Eligible Transferee and shall execute an Assignment and
Assumption as a condition of such transfer. 
Transfers of the Series A2 Notes under the terms of the Liquidity
Agreement shall be subject to the terms of this Section 5.05, but shall
not otherwise be subject to the transfer restrictions set forth in the
Indenture.


 


ARTICLE VII



INDEMNIFICATION


 


Section 7.01.          Indemnification by WEST.  WEST agrees to indemnify and hold harmless
the Series A2 Noteholders and any of their respective officers, directors,
employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims,
damages, liabilities or expenses (including reasonable legal and accounting
fees) (collectively, “Losses”), as
incurred (payable promptly upon written request), for or on account of or
arising from or in connection with any breach of any representation, warranty
or covenant of WEST in this Agreement or any other Related Document or in any
certificate or other written material delivered pursuant hereto; provided,
however, that WEST shall not be so required to indemnify any such Person or
otherwise be liable to any such Person hereunder for any Losses arising from
such Person’s gross negligence, willful misconduct or bad faith.
Notwithstanding the foregoing, WEST shall not be liable for any settlement of
any proceeding effected without its written consent.  All amounts due to an Indemnified Party under
this Article VII shall be included in Noteholder Increased Costs for the Series A2
Notes and the Indenture Trustee shall pay such amounts to such Series A2
Noteholders as part of the Series A2 Increased Costs out of the Available
Collections Amount on each Payment Date as provided in Section 3.13 of the
Indenture and Section 3.02 of the Series A2 Supplement.


 


Section 7.02.          Indemnification by Willis.  Willis agrees to indemnify and hold harmless
an Indemnified Party against all Losses, as incurred (payable promptly upon
written request), for or on account of or arising from or in connection with
any breach of any representation, warranty or covenant of Willis in this Agreement
or any other Related Document or in any certificate or other written material
delivered pursuant hereto; provided, however, that Willis shall not be so
required to indemnify any such Person or otherwise be liable to any such Person
hereunder for any Losses arising from such Person’s gross negligence, willful
misconduct or bad faith.


 


22





















 


Notwithstanding the
foregoing, Willis shall not be liable for any settlement of any proceeding
effected without its written consent.


 


Section 7.03.          Procedure.  In order for any Indemnified Party to be
entitled to any indemnification provided for under this Agreement in respect
of, arising out of, or involving a claim made by any Person against the
Indemnified Party (a “Third Party Claim”),
such Indemnified Party must notify WEST in writing of the Third Party Claim
within five Business Days of receipt of a summons, complaint or other written notice
of the commencement of litigation and within ten Business Days after receipt by
such Indemnified Party of any other written notice of the Third Party
Claim.  Thereafter, the Indemnified Party
shall deliver to WEST, within a reasonable time after the Indemnified Party’s
receipt thereof, copies of all notices and documents (including court papers)
received by the Indemnified Party relating to the Third Party Claim.


 


Section 7.04.          Defense of Claims. If a Third
Party Claim is made against an Indemnified Party, (a) WEST or Willis, as
the case may be, will be entitled to participate in the defense thereof and, (b) if
it so chooses, to assume the defense thereof with counsel selected by WEST or
Willis, as the case may be, provided that in connection with such assumption (i) such
counsel is not reasonably objected to by the Indemnified Party and (ii) WEST
or Willis, as the case may be,  first
admits in writing its liability to indemnify the Indemnified Party with respect
to all elements of such claim in full. 
Should WEST or Willis, as the case may be, so elect to assume the
defense of a Third Party Claim, WEST or Willis, as the case may be, will not be
liable to the Indemnified Party for any legal expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof.  If WEST or Willis, as the case may be, elects
to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate
in all reasonable respects with WEST or Willis, as the case may be, in
connection with such defense and (ii) not admit any liability with respect
to, or settle, compromise or discharge, such Third Party Claim without WEST’s or
Willis’, as the case may be, prior written consent.  If WEST or Willis, as the case may be, shall
assume the defense of any Third Party Claim, the Indemnified Party shall be
entitled to participate in (but not control) such defense with its own counsel
at its own expense.  If WEST or Willis,
as the case may be, does not assume the defense of any such Third Party Claim,
the Indemnified Party may defend the same in such manner as it may deem
appropriate, including settling such claim or litigation after giving notice to
WEST or Willis, as the case may be, of such terms and, WEST or Willis, as the
case may be, will promptly reimburse the Indemnified Party upon written
request.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.01.          Amendments.  No amendment or waiver of any provision of
this Series A2 Note Purchase Agreement shall in any event be effective
unless the same shall be in writing and signed by all of the parties hereto,
and then such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


Section 8.02.          Notices.  All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing (including
telecopies) or delivered by


 


23





















 


overnight courier
service, as to each party hereto, at its address set forth below or at such
other address as shall be designated by such party in a written notice to the
other parties hereto.  All such notices
and communications shall, when telecopied or sent by overnight delivery
service, be effective with respect to telecopy notices, when the sending
machine receives confirmation of the transmission, and with respect to
overnight delivery service when confirmed by signed receipt.


 


If to the Series A2 Noteholder, to the addresses
set forth in Schedule 2:


 


If to WEST:


 


Willis Engine Securitization Trust

c/o Willis Lease Finance Corporation

2320 Marinship Way

Suite 300

Sausalito, California 94965

Telephone No.  (415) 331-5281

Facsimile No.  (415) 331-5167


 


If to Indenture Trustee :


 


Deutsche Bank Trust Company Americas

60 Wall Street


New York, New York 10005

New York, New York 

Attention: TSS-Structured Finance

Facsimile No.  (212) 797-8606


 


Section 8.03.          No Waiver; Remedies.  No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


Section 8.04.          Binding Effect; Assignability.  This Agreement shall be binding upon and inure
to the benefit of WEST and the Series A2 Noteholders and their respective
successors and assigns (including any subsequent Holders of the Series A2
Notes, subject to their executing and delivering an Assignment and Assumption);
provided, however, that WEST shall not
have the right to assign its rights hereunder or any interest herein (by
operation of law or otherwise) without the prior written consent of the Series A2
Noteholders and that, prior to the occurrence of a Conversion Event, a Series A2
Noteholder shall not have the right to assign its rights and obligations
hereunder to any Person that is not an Eligible Transferee.  This Agreement shall create and constitute
the continuing obligation of the parties hereto in accordance with its terms,
and shall remain in full force and effect until such time as all amounts
payable with respect to the Series A2 Notes shall have been paid in full.


 


Section 8.05.          GOVERNING LAW; JURISDICTION.  THIS SERIES A2 NOTE PURCHASE AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.  Each of the parties to


 


24





















 


this Agreement hereby
agrees to the jurisdiction of the United States District Court for the Southern
District of New York and any appellate court having jurisdiction to review the
judgments thereof.  Each of the parties
hereby waives any objection based on forum non conveniens and any objection to
venue of any action instituted hereunder in any of the aforementioned courts
and consents to the granting of such legal or equitable relief as is deemed
appropriate by such court.


 


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


 


(b)           Each of the Series A2
Noteholders agrees that so long as the Series A2 Notes shall be
outstanding or there shall not have elapsed one year plus one day since the
last day on which the Series A2 Notes shall have been outstanding, it
shall not file, or join in the filing of, a petition against WEST under the
Federal Bankruptcy Code, or join in the commencement of any bankruptcy,
reorganization, arrangement, insolvency, liquidation or other similar
proceeding against WEST.


 


Section 8.07.          Execution in Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.


 


Section 8.08.          Limited Recourse.  The obligations of WEST under this Agreement
shall be payable only out of the Collateral and the Series A2 Noteholders
shall not look to any property or assets of WEST, other than to the Collateral
remaining after all obligations of WEST under the Indenture are satisfied. To
the extent that the proceeds of the Collateral after application in accordance
with the provisions of the Indenture are insufficient to satisfy the
obligations of WEST under the Indenture and under this Agreement, WEST shall
have no further obligation in respect hereof and any remaining outstanding
obligation shall be extinguished.


 


Section 8.09.          Survival.  All representations, warranties, guaranties
and indemnifications (including the payment obligations in Article VII
hereof) contained in this Agreement and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
sale and transfer of the Series A2 Notes.


 


Section 8.10.          Appointment of Agent for Service of
Process.  WEST hereby appoints
Corporation Service Company having an address at 1133 Avenue of the Americas,
New York, New York 10036 as its agent for service of process in the State of
New York.


 


[Signatures on next page]


 


25





















 


IN WITNESS WHEREOF, the
parties have caused this Series A2 Note Purchase and Loan Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
  as Issuer,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name:
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Title:   Controlling Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIS
  LEASE FINANCE CORPORATION,

  
	
   

  	
  as Servicer,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name:
  Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Title:  
  Executive Vice President

  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
  as a Series A2 Noteholder

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John W. Benton

  	
   

  
	
   

  	
   

  	
  Name:
  John W. Benton

  	
   

  
	
   

  	
   

  	
  Title:   President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HSH
  NORDBANK AG

  	
   

  
	
   

  	
  as a Series A2 Noteholder

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jack Campbell

  	
   

  
	
   

  	
   

  	
  Name:
  Jack Campbell

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Hari Raghavan

  	
   

  
	
   

  	
   

  	
  Name:
  Hari Raghavan

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President

  	
   

  



 


Signature Page

to

Series A2 Note Purchase and Loan Agreement


 





















 


SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT


SCHEDULE 1


 


 


MAXIMUM COMMITMENTS OF SERIES
A2 NOTEHOLDERS


AND LOANS ON INITIAL
CLOSING DATE


 





















 


SERIES A2 NOTE PURCHASE
AND LOAN AGREEMENT


SCHEDULE 1


 


ADDRESSES OF SERIES A2
NOTEHOLDERS


 


2





















 


SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT A


 


FORM OF LOAN REQUEST


 


Date:                                                    


 


[                         ]

[                         ]

New York, New York [      ]

Attention:     [                      ]


 


Fax:         [                             ]


 


RE:                              Series A2
Note Purchase and Loan Agreement (the “Agreement”),
dated as of August 9, 2005 among Willis Lease Finance Corporation (“Willis”), Willis Engine Securitization Trust (“WEST”), Fortis Capital Corp. and HSH Nordbank AG


 


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


 


The undersigned does
hereby certify that (i) the representations, warranties and covenants
contained in the Series A2 Related Documents are true and correct as of
the date hereof; (ii) WEST has performed all agreements contained in the Series A2
Transaction Documents to be performed on its part at or prior to the date
hereof; (iii) no Event of Default, Servicer Termination Event or Early
Amortization Event has occurred and is continuing and no fact, condition or
event exists or has occurred which would, upon the giving of notice or the
passage of time or both, constitute an Event of Default, Servicer Termination
Event or Early Amortization Event; (iv) on the Funding Date, after such
Loan is funded, the aggregate Outstanding Principal Balance of the Series A2
Notes will not exceed the aggregate Series A2 Maximum Principal Balances
of the Series A2 Notes or aggregate Maximum Commitments of the holders of
the Series A2 Notes; (v) no proceeding is pending which would
prohibit consummation of the transactions contemplated by the Series A2
Related Transaction Documents, and (vi) the proceeds of the Loan will be
used for the following purposes, as indicated:


 


To acquire the Third
Remaining Engine or an Additional Engine


 


To fund a Discretionary
Engine Modification


 


A-1





















 


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


 


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


 


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


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


A-2





















 


SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT


EXHIBIT B


 


FORM OF ASSIGNMENT
AND ASSUMPTION


 


A-3