Exhibit 10.52


 


REDACTED COPY


Portions of this Exhibit 10.52 have been
omitted pursuant to a confidential treatment request.  The omitted material has been filed with the
Securities and Exchange Commission.


WILLIS LEASE FINANCE CORPORATION,

as
Borrower,


THE BANKS,


NATIONAL CITY BANK,

as
Administrative Agent and Swing Line Lender,


and


FORTIS BANK (NEDERLAND) N.V.,

as
Structuring Agent and Security Agent






SECOND
AMENDED AND RESTATED

CREDIT AGREEMENT






Dated as of June 30, 2006















 


TABLE OF
CONTENTS


amending and restating the Amended
and Restated Credit Agreement, dated as of June 29, 2004


 


	
  

  	
   

  	
  

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS AND ACCOUNTING TERMS

  	
  1

  
	
  Section 1.01.

  	
   

  	
  Certain Defined Terms

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Accounting Terms

  	
  26

  
	
  Section 1.03.

  	
   

  	
  Other Definitional Provisions

  	
  27

  
	
  ARTICLE II

  	
  COMMITMENT, LOANS, AND COLLATERAL

  	
  27

  
	
  Section 2.01.

  	
   

  	
  Revolving Loans; Commitment; Term Loans

  	
  27

  
	
  Section 2.02.

  	
   

  	
  Notices

  	
  28

  
	
  Section 2.03.

  	
   

  	
  Borrowing of Revolving Loans

  	
  29

  
	
  Section 2.04.

  	
   

  	
  Swing Line Commitment

  	
  29

  
	
  Section 2.05.

  	
   

  	
  Fees

  	
  31

  
	
  Section 2.06.

  	
   

  	
  Conversion and Continuation of Loans

  	
  31

  
	
  Section 2.07.

  	
   

  	
  Asset Base; Prepayments

  	
  31

  
	
  Section 2.08.

  	
   

  	
  Use of Proceeds of Loans

  	
  33

  
	
  Section 2.09.

  	
   

  	
  Payment of Loans

  	
  33

  
	
  Section 2.10.

  	
   

  	
  Interest

  	
  33

  
	
  Section 2.11.

  	
   

  	
  Notes

  	
  34

  
	
  Section 2.12.

  	
   

  	
  Payments

  	
  34

  
	
  Section 2.13.

  	
   

  	
  Computations

  	
  35

  
	
  Section 2.14.

  	
   

  	
  Minimum Amounts of Borrowings and Prepayments

  	
  35

  
	
  Section 2.15.

  	
   

  	
  Additional Costs

  	
  35

  
	
  Section 2.16.

  	
   

  	
  Limitation on Types of Loans

  	
  36

  
	
  Section 2.17.

  	
   

  	
  Illegality

  	
  36

  
	
  Section 2.18.

  	
   

  	
  Certain Conversions Pursuant to Section 2

  	
  36

  
	
  Section 2.19.

  	
   

  	
  Indemnification

  	
  37

  
	
  Section 2.20.

  	
   

  	
  Proportionate Treatment

  	
  37

  
	
  Section 2.21.

  	
   

  	
  Proportionate Sharing

  	
  37

  
	
  Section 2.22.

  	
   

  	
  Administrative Agent’s Obligation to Expend Funds;
  Non-Receipt of Funds by Administrative Agent

  	
  38

  
	
  Section 2.23.

  	
   

  	
  Change of Lending Office

  	
  38

  
	
  Section 2.24.

  	
   

  	
  Payments Unconditional/Gross Up

  	
  39

  
	
  Section 2.25.

  	
   

  	
  Security

  	
  39

  
	
  Section 2.26.

  	
   

  	
  Collateral

  	
  40

  
	
  ARTICLE III

  	
  REPRESENTATIONS AND WARRANTIES

  	
  41

  
	
  Section 3.01.

  	
   

  	
  Organization

  	
  41

  
	
  Section 3.02.

  	
   

  	
  Power, Authority, Consents

  	
  42

  
	
  Section 3.03.

  	
   

  	
  No Violation of Law or Agreements

  	
  42

  
	
  Section 3.04.

  	
   

  	
  Due Execution, Validity, Enforceability

  	
  42

  
	
  Section 3.05.

  	
   

  	
  Basic Business

  	
  42

  
	
  Section 3.06.

  	
   

  	
  Properties, Priority of Liens

  	
  42

  
	
  Section 3.07.

  	
   

  	
  Judgments, Actions, Proceedings

  	
  42

  
	
  Section 3.08.

  	
   

  	
  No Defaults, Compliance With Laws

  	
  43

  
	
  Section 3.09.

  	
   

  	
  Burdensome Documents

  	
  43

  
	
  Section 3.10.

  	
   

  	
  Financial Statements

  	
  43

  
					



 



 ii
 






 



 


	
  Section 3.11.

  	
   

  	
  Tax Returns

  	
  43

  
	
  Section 3.12.

  	
   

  	
  Intellectual Property

  	
  43

  
	
  Section 3.13.

  	
   

  	
  Use of Proceeds

  	
  44

  
	
  Section 3.14.

  	
   

  	
  Name Changes

  	
  44

  
	
  Section 3.15.

  	
   

  	
  Condition of Assets; Permits; etc

  	
  44

  
	
  Section 3.16.

  	
   

  	
  ERISA/Pension Plans

  	
  44

  
	
  Section 3.17.

  	
   

  	
  Principal Place of Business

  	
  45

  
	
  Section 3.18.

  	
   

  	
  Regulated Company

  	
  45

  
	
  Section 3.19.

  	
   

  	
  Debt; Bank Accounts

  	
  45

  
	
  Section 3.20.

  	
   

  	
  Solvency

  	
  45

  
	
  Section 3.21.

  	
   

  	
  Material Contracts

  	
  45

  
	
  Section 3.22.

  	
   

  	
  Leases, Engines and Equipment

  	
  45

  
	
  Section 3.23.

  	
   

  	
  Cape Town Convention

  	
  46

  
	
  Section 3.24.

  	
   

  	
  Full Disclosure

  	
  46

  
	
  Section 3.25.

  	
   

  	
  Compliance with Environmental Laws

  	
  46

  
	
  Section 3.26.

  	
   

  	
  OFAC

  	
  47

  
	
  Section 3.27.

  	
   

  	
  Margin Stock

  	
  47

  
	
  Section 3.28.

  	
   

  	
  Subsidiaries

  	
  47

  
	
  Section 3.29.

  	
   

  	
  Control Agreement

  	
  47

  
	
  Section 3.30.

  	
   

  	
  Depreciation Policies

  	
  48

  
	
  ARTICLE IV

  	
  THE CLOSING; CONDITIONS TO THE LOANS

  	
  48

  
	
  Section 4.01.

  	
   

  	
  Conditions to Closing

  	
  48

  
	
  Section 4.02.

  	
   

  	
  Conditions to Each Loan

  	
  50

  
	
  ARTICLE V

  	
  DELIVERY OF FINANCIAL REPORTS, DOCUMENTS AND OTHER
  INFORMATION

  	
  53

  
	
  Section 5.01.

  	
   

  	
  Annual Financial Statements

  	
  53

  
	
  Section 5.02.

  	
   

  	
  Quarterly Financial Statements

  	
  53

  
	
  Section 5.03.

  	
   

  	
  No Default/Compliance Certificate

  	
  53

  
	
  Section 5.04.

  	
   

  	
  Monthly Lease Portfolio and Receivables Report

  	
  54

  
	
  Section 5.05.

  	
   

  	
  Monthly Asset Base Certificate

  	
  54

  
	
  Section 5.06.

  	
   

  	
  Appraisals

  	
  54

  
	
  Section 5.07.

  	
   

  	
  Copies of Documents

  	
  54

  
	
  Section 5.08.

  	
   

  	
  Notice of Litigation; Cancellation of Insurance;
  Resignation or Termination of Directors or Officers

  	
  54

  
	
  Section 5.09.

  	
   

  	
  Notices in Regard to Asset Base Assets

  	
  55

  
	
  Section 5.10.

  	
   

  	
  ERISA

  	
  55

  
	
  Section 5.11.

  	
   

  	
  Other Notices

  	
  55

  
	
  Section 5.12.

  	
   

  	
  Material Contracts

  	
  56

  
	
  Section 5.13.

  	
   

  	
  Securities and Other Reports

  	
  56

  
	
  Section 5.14.

  	
   

  	
  Copies of Changes

  	
  56

  
	
  Section 5.15.

  	
   

  	
  Post-Closing Covenant

  	
  56

  
	
  Section 5.16.

  	
   

  	
  Other Information

  	
  56

  
	
  ARTICLE VI

  	
  AFFIRMATIVE COVENANTS

  	
  56

  
	
  Section 6.01.

  	
   

  	
  Books and Records

  	
  57

  
	
  Section 6.02.

  	
   

  	
  Certain Subsidiaries

  	
  57

  
	
  Section 6.03.

  	
   

  	
  Placards

  	
  57

  
	
  Section 6.04.

  	
   

  	
  Inspections and Audits

  	
  57

  
	
  Section 6.05.

  	
   

  	
  Maintenance of Collateral; Substitutions

  	
  57

  
					



 



 iii
 






 



 


	
  Section 6.06.

  	
   

  	
  Continuance of Business

  	
  57

  
	
  Section 6.07.

  	
   

  	
  Maintenance of Current Depreciation Policies

  	
  58

  
	
  Section 6.08.

  	
   

  	
  Perform Obligations

  	
  58

  
	
  Section 6.09.

  	
   

  	
  Insurance

  	
  58

  
	
  Section 6.10.

  	
   

  	
  Compliance With Laws, etc

  	
  58

  
	
  Section 6.11.

  	
   

  	
  ERISA

  	
  59

  
	
  Section 6.12.

  	
   

  	
  Asset Base

  	
  59

  
	
  Section 6.13.

  	
   

  	
  Trade Accounts Payable

  	
  59

  
	
  Section 6.14.

  	
   

  	
  Liens

  	
  59

  
	
  Section 6.15.

  	
   

  	
  Preservation of International Interests

  	
  59

  
	
  Section 6.16.

  	
   

  	
  Margin Stock

  	
  59

  
	
  Section 6.17.

  	
   

  	
  Further Assurances

  	
  59

  
	
  ARTICLE VII

  	
  NEGATIVE COVENANTS

  	
  60

  
	
  Section 7.01.

  	
   

  	
  Indebtedness

  	
  60

  
	
  Section 7.02.

  	
   

  	
  Liens

  	
  60

  
	
  Section 7.03.

  	
   

  	
  Guaranties

  	
  60

  
	
  Section 7.04.

  	
   

  	
  Advances

  	
  61

  
	
  Section 7.05.

  	
   

  	
  Consolidation and Merger

  	
  61

  
	
  Section 7.06.

  	
   

  	
  Changes in Business; Sale of Assets

  	
  61

  
	
  Section 7.07.

  	
   

  	
  Redemptions; Dividends

  	
  62

  
	
  Section 7.08.

  	
   

  	
  Issuance and Pledge of Equity

  	
  62

  
	
  Section 7.09.

  	
   

  	
  Prepayments

  	
  62

  
	
  Section 7.10.

  	
   

  	
  Acquisitions and Investments

  	
  62

  
	
  Section 7.11.

  	
   

  	
  Fiscal Year; Accounting Changes

  	
  63

  
	
  Section 7.12.

  	
   

  	
  ERISA Obligations

  	
  63

  
	
  Section 7.13.

  	
   

  	
  Transactions With Affiliates

  	
  63

  
	
  Section 7.14.

  	
   

  	
  Capital Expenditures

  	
  64

  
	
  Section 7.15.

  	
   

  	
  Modification of Contracts and Documents

  	
  64

  
	
  Section 7.16.

  	
   

  	
  Principal Place of Business and Intellectual
  Property Rights

  	
  64

  
	
  Section 7.17.

  	
   

  	
  Additional Bank Accounts

  	
  64

  
	
  Section 7.18.

  	
   

  	
  Negative Pledge

  	
  64

  
	
  Section 7.19.

  	
   

  	
  Management Fees

  	
  64

  
	
  Section 7.20.

  	
   

  	
  Subsidiaries

  	
  64

  
	
  Section 7.21.

  	
   

  	
  Investments in Subsidiaries

  	
  64

  
	
  Section 7.22.

  	
   

  	
  Off-Balance Sheet Debt

  	
  64

  
	
  Section 7.23.

  	
   

  	
  No Adverse Selection

  	
  65

  
	
  Section 7.24.

  	
   

  	
  OFAC Transactions

  	
  65

  
	
  Section 7.25.

  	
   

  	
  Change of Incorporation

  	
  65

  
	
  Section 7.26.

  	
   

  	
  Financial Covenants

  	
  65

  
	
  ARTICLE VIII

  	
  EVENTS OF DEFAULT

  	
  66

  
	
  Section 8.01.

  	
   

  	
  Events of Default

  	
  66

  
	
  Section 8.02.

  	
   

  	
  Effect; Remedies

  	
  68

  
	
  ARTICLE IX

  	
  CONCERNING THE AGENTS

  	
  68

  
	
  Section 9.01.

  	
   

  	
  Appointment and Authority of the Administrative
  Agent

  	
  68

  
	
  Section 9.02.

  	
   

  	
  Delegation of Duties

  	
  68

  
	
  Section 9.03.

  	
   

  	
  Independent Credit Evaluations

  	
  68

  
	
  Section 9.04.

  	
   

  	
  Limited Scope of Duties

  	
  69

  
	
  Section 9.05.

  	
   

  	
  Reliance by the Agents

  	
  69

  
					



 



 iv
 






 



 


	
  Section 9.06.

  	
   

  	
  Exculpatory Provisions

  	
  70

  
	
  Section 9.07.

  	
   

  	
  Indemnification of the Agents

  	
  70

  
	
  Section 9.08.

  	
   

  	
  NCB and Fortis Individually

  	
  70

  
	
  Section 9.09.

  	
   

  	
  Dealing With the Banks

  	
  71

  
	
  Section 9.10.

  	
   

  	
  Duties Not to be Increased

  	
  71

  
	
  Section 9.11.

  	
   

  	
  Successor Agents

  	
  71

  
	
  Section 9.12.

  	
   

  	
  Allocations Made By the Administrative Agent

  	
  71

  
	
  ARTICLE X

  	
  ADDITIONAL LENDERS, ASSIGNMENTS AND PARTICIPATIONS

  	
  71

  
	
  Section 10.01.

  	
   

  	
  Additional Banks

  	
  71

  
	
  Section 10.02.

  	
   

  	
  Assignments

  	
  72

  
	
  Section 10.03.

  	
   

  	
  Participations

  	
  73

  
	
  Section 10.04.

  	
   

  	
  Information

  	
  73

  
	
  ARTICLE XI

  	
  MISCELLANEOUS PROVISIONS

  	
  74

  
	
  Section 11.01.

  	
   

  	
  Fees and Expenses; Indemnity

  	
  74

  
	
  Section 11.02.

  	
   

  	
  Taxes

  	
  75

  
	
  Section 11.03.

  	
   

  	
  Survival of Agreements and Representations; Waiver
  of Trial by Jury

  	
  75

  
	
  Section 11.04.

  	
   

  	
  Lien on and Set-off of Deposits

  	
  76

  
	
  Section 11.05.

  	
   

  	
  Modifications, Consents and Waivers; Entire
  Agreement

  	
  76

  
	
  Section 11.06.

  	
   

  	
  Remedies Cumulative

  	
  77

  
	
  Section 11.07.

  	
   

  	
  Further Assurances

  	
  77

  
	
  Section 11.08.

  	
   

  	
  USA PATRIOT Act Notice

  	
  77

  
	
  Section 11.09.

  	
   

  	
  Notices

  	
  77

  
	
  Section 11.10.

  	
   

  	
  Construction; Governing Law; Consent to
  Jurisdiction/Limit of Liability

  	
  78

  
	
  Section 11.11.

  	
   

  	
  Severability

  	
  78

  
	
  Section 11.12.

  	
   

  	
  Binding Effect; No Assignment or Delegation

  	
  78

  
	
  Section 11.13.

  	
   

  	
  Counterparts

  	
  78

  
	
  Section 11.14.

  	
   

  	
  LIMITATION OF LIABILITY

  	
  78

  
	
  Section 11.15.

  	
   

  	
  Confidentiality

  	
  79

  
	
  Section 11.16.

  	
   

  	
  Custodial Agreement

  	
  79

  
					



 



 v
 






 



List of
Schedules and Exhibits


 


	
  Schedule 1.01(a)

  	
   

  	
  —

  	
   

  	
  Commitment Percentages and Loan Commitments

  
	
  Schedule 1.01(b)

  	
   

  	
  —

  	
   

  	
  Permissible Airlines of Accession Jurisdictions

  
	
  Schedule 1.01(c)

  	
   

  	
  —

  	
   

  	
  Country Concentration Limits

  
	
  Schedule 1.01(d)

  	
   

  	
  —

  	
   

  	
  Makes and Models of Engines

  
	
  Schedule 1.01(e)

  	
   

  	
  —

  	
   

  	
  [Intentionally Omitted]

  
	
  Schedule 1.01(f)

  	
   

  	
  —

  	
   

  	
  Excepted Collateral

  
	
  Schedule 1.01(g)

  	
   

  	
  —

  	
   

  	
  Liens

  
	
  Schedule 3.01(a)

  	
   

  	
  —

  	
   

  	
  Jurisdictions/Capitalization/Subsidiaries

  
	
  Schedule 3.01(b)

  	
   

  	
  —

  	
   

  	
  Jurisdiction

  
	
  Schedule 3.01(c)

  	
   

  	
  —

  	
   

  	
  Officers and Directors

  
	
  Schedule 3.10

  	
   

  	
  —

  	
   

  	
  Material Liabilities

  
	
  Schedule 3.11

  	
   

  	
  —

  	
   

  	
  Tax Waivers in Effect

  
	
  Schedule 3.12

  	
   

  	
  —

  	
   

  	
  Intellectual Property

  
	
  Schedule 3.14

  	
   

  	
  —

  	
   

  	
  Name Changes

  
	
  Schedule 3.16

  	
   

  	
  —

  	
   

  	
  ERISA Plans

  
	
  Schedule 3.17

  	
   

  	
  —

  	
   

  	
  Previous Addresses

  
	
  Schedule 3.19

  	
   

  	
  —

  	
   

  	
  Indebtedness; Bank Accounts

  
	
  Schedule 3.21

  	
   

  	
  —

  	
   

  	
  Material Contracts

  
	
  Schedule 3.29

  	
   

  	
  —

  	
   

  	
  Control Agreements

  
	
  Schedule 3.30

  	
   

  	
  —

  	
   

  	
  Depreciation Policies

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  —

  	
   

  	
  Form of Asset Base Certificate

  
	
  Exhibit B

  	
   

  	
  —

  	
   

  	
  [Intentionally Omitted]

  
	
  Exhibit C

  	
   

  	
  —

  	
   

  	
  Form of Loan Notice

  
	
  Exhibit D

  	
   

  	
  —

  	
   

  	
  Form of Trust Agreement

  
	
  Exhibit E1

  	
   

  	
  —

  	
   

  	
  Form of Loan Note

  
	
  Exhibit E2

  	
   

  	
  —

  	
   

  	
  Form of Swing Line Note

  
	
  Exhibit F

  	
   

  	
  —

  	
   

  	
  Form of Compliance Certificate

  
	
  Exhibit G

  	
   

  	
  —

  	
   

  	
  Form of Security Agreement

  
	
  Exhibit H

  	
   

  	
  —

  	
   

  	
  Form of Mortgage

  
	
  Exhibit I

  	
   

  	
  —

  	
   

  	
  Form of Share Pledge Agreement

  
	
  Exhibit J

  	
   

  	
  —

  	
   

  	
  Form of Beneficial Interest Pledge Agreement

  
	
  Exhibit K

  	
   

  	
  —

  	
   

  	
  Form of Owner Trustee Mortgage

  
	
  Exhibit L

  	
   

  	
  —

  	
   

  	
  Form of Owner Trustee Guarantee

  
	
  Exhibit M

  	
   

  	
  —

  	
   

  	
  Form of Leasing Subsidiary Security Assignment

  
	
  Exhibit N

  	
   

  	
  —

  	
   

  	
  Form of Subsidiary Guaranty

  
	
  Exhibit O

  	
   

  	
  —

  	
   

  	
  Form of Monthly Receivables Report

  
	
  Exhibit P

  	
   

  	
  —

  	
   

  	
  Form of Bank Joinder Agreement

  



 



 vi














 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30,
2006 (this “Agreement”), by and among WILLIS LEASE
FINANCE CORPORATION, a Delaware corporation (the “Borrower”),
each of the financial institutions that is or, pursuant to the terms hereof,
may become a party hereto as a lender (individually, a “Bank”, and
collectively, the “Banks”), NATIONAL CITY BANK
(“NCB”), as Administrative Agent for the Banks (in such capacity,
together with its successors in such capacity, the “Administrative Agent”)
and swing line lender (the “Swing Line Lender”) and FORTIS BANK
(NEDERLAND) N.V. (“Fortis”), as Structuring Agent and
Security Agent (the “Security Agent”) for the Banks. The Administrative
Agent and the Security Agent are sometimes hereinafter referred to collectively
as the “Agents”, and individually as an “Agent.”


W I  T  N  E  S  S
E  T  H:


WHEREAS, the Borrower, the Agents and certain of the Banks are parties to that
certain Credit Agreement dated as of May 1, 2001 (the “Original Credit
Agreement”), which Original Agreement was amended and restated pursuant to
the Amended and Restated Credit Agreement, dated as of June 29, 2004, as
amended by that certain First Amendment to Amended and Restated Credit
Agreement, dated as of September 24, 2004, that certain Second Amendment to
Amended and Restated Credit Agreement, dated as of December 9, 2004, that
certain Third Amendment to Amended and Restated Credit Agreement, dated as of
November 30, 2005, that certain Fourth Amendment to Amended and Restated Credit
Agreement, dated as of December 14, 2005 and that certain Fifth Amendment to
Amended and Restated Credit Agreement, dated as of May 30, 2006 (as so
amended, the “Existing Credit Agreement”), pursuant to which such Banks
make a revolving credit facility available to the Borrower (the “Credit Facility”) to be
used for the purchase or refinance of Engines and Equipment (defined below),
the majority of which were to be held for sale or for lease to unaffiliated
persons, and for working capital and general corporate purposes;


WHEREAS, the Borrower wishes to amend and restate the Existing Credit Agreement
in its entirety as hereinafter set forth; and


WHEREAS, the Agents and the Banks are willing to agree to such amendment and restatement,
subject to the terms and conditions hereinafter set forth;


NOW
THEREFORE, the parties hereto agree that the Existing Credit
Agreement is hereby amended and restated to read in its entirety as follows:


ARTICLE I


DEFINITIONS AND
ACCOUNTING TERMS


Section
1.01.          Certain Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):


“Acceptable Manufacturer”
shall mean any of General Electric Company, CFM International, Snecma, Pratt
& Whitney, Rolls-Royce plc, International Aero Engines AG and any other
aircraft engine manufacturer approved by the Security Agent.


“Accession Jurisdictions”
shall mean, in connection with each Lease to a Lessee (or, in the case of a
Lease by a Leasing Subsidiary, involving a sublessee), any non-U.S.
jurisdiction in which such



 1
 






 



Lessee
(or, in the case of a Lease by a Leasing Subsidiary, sublessee) is domiciled or
has its chief executive office. A Lessee (or sublessee, as the case may be)
shall not be deemed to be located in an Accession Jurisdiction if (a) the
Borrower shall have obtained a legal opinion in form and substance reasonably
satisfactory to the Security Agent from local counsel in such jurisdiction to
the effect that under and in accordance with applicable local law, an aircraft
engine, upon its installation on an aircraft, should remain the property of the
Lessor and not become an accession to such aircraft (thereby vesting a superior
right to title in the owner of such aircraft) or (b) the Lessor shall have
become a party to or otherwise obtained the benefit of recognition of rights
arrangements sufficient to protect its interests as reasonably determined by
the Security Agent or (c) the Lessee (or, in the case of a Lease by a
Leasing Subsidiary, the sublessee) under such Lease (or sublease) is a Lessee
(or in the case of a Lease by a Leasing Subsidiary, a sublessee) listed in Schedule
1.01(b) hereto; provided, however, that a Lessee (or in the
case of a Lease by a Leasing Subsidiary, a sublessee) may be added or removed
from Schedule 1.01(b) upon the determination of the Majority Banks, with
such addition or removal to become effective for all purposes of this Agreement
upon written notice to the Borrower. 
Upon the removal of a Lessee (or in the case of a Lease by a Leasing
Subsidiary, a sublessee) from Schedule 1.01(b) hereto, any existing
Lease (or sublease) with such Lessee (or in the case of a Lease by a Leasing
Subsidiary, a sublessee) shall be subject to clause (vi) of the definition
of “Asset Base.”


“Additional Costs”
shall have the meaning given to such term in Section 2.14(a).


“Additional Bank”
shall have the meaning given to such term in Section 10.01.


“Adjusted Base Value”
means, with respect to an Engine, such Engine’s Base Value, adjusted for the
actual maintenance status of such Engine, but without regard to any Lease,
Maintenance Reserve Payments, Security Deposits or other related assets.


“Adjusted Interest
Coverage Ratio” shall mean the ratio of (x) EBIT to (y) the amount of
Interest Expense, less interest income, in each case of the Willis Companies
excluding any Special Purpose Financing Vehicles, determined in accordance with
GAAP.


“Adjusted Interest and
Dividend Coverage Ratio” shall mean the ratio of (x) EBIT to (y) the sum of
(i) the excess of Interest Expense over interest income, plus (ii) the
excess of dividends declared and paid on the Preferred Stock over cash
dividends and other distributions of capital received by the Borrower from any
Special Purpose Financing Vehicles (including WEST), in each case of the Willis
Companies excluding any Special Purpose Financing Vehicles, determined in accordance
with GAAP.


“Adjusted Tangible Net
Worth” shall mean Tangible Net Worth of the Willis Companies, less
stockholder’s equity in any Subsidiaries which are Special Purpose Financing
Vehicles (including WEST and the WEST Subsidiaries), determined in accordance
with GAAP.


“Adjusted Total Debt”
shall mean all Debt of the Willis Companies, less any Debt to the extent such
Debt is non-recourse to the Borrower.


“Administrative Agent”
shall have the meaning set forth in the Preamble to this Agreement and shall also
mean and include any successor Administrative Agent.


“Affiliate” shall mean as to any Person, any
other Person which directly or indirectly Controls, or is under common Control
with, or is controlled by, such Person; provided, that (i) any
Person which owns directly or indirectly 5% or more of the securities having ordinary voting power for the
election of directors or other governing body of a corporation or 5% or more of
the partnership or other ownership interests of any other Person (other than as
a limited partner of such other Person), in each case with



 2
 






 



respect to any corporation or other Person with a class of securities
registered under the Exchange Act, or 10% or more of such securities or
partnership or other ownership interests, with respect to any corporation or
other Person which does not have a class of securities registered under the
Exchange Act, will be deemed to Control such corporation or other Person and
(ii) each stockholder, director and officer of the Borrower shall be
deemed to be an Affiliate of the Borrower.


“Agent” shall mean
the Administrative Agent or the Security Agent, as applicable and “Agents”
shall mean, collectively, the Administrative Agent and the Security Agent.


“Aggregate
Revolving Loan Commitment” shall have the meaning set forth in
Section 2.1(a).


“Agreement” shall
mean this Credit Agreement, as the same may, from time to time, be amended,
supplemented, modified or restated.


“Aggregate Appraised
Value” shall mean the aggregate amount of the Appraised Values for Eligible
Engines and Eligible Equipment set forth in the most recent Appraisals of such
Eligible Engines and Eligible Equipment provided to the Agents pursuant to Section
5.06 hereof.


“Airworthiness Directive”
means any mandatory maintenance directive issued by any Aviation Authority
having jurisdiction over any Engine.


“Applicable Margin”
shall `mean the percentage set forth below:


	
  

  	
   

  	
  Base Rate Loans

  	
   

  	
  LIBOR Loans

  	
   

  
	
  If the Total
  Leverage Ratio is less than ***

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  
	
  If the Total Leverage
  Ratio is equal to or greater than ***

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  



 


The Applicable Margin shall be adjusted quarterly
effective as of the due date for delivery of financial statements and the
related Compliance Certificate pursuant to Sections 5.01, 5.02 and 5.03 based
on the Total Leverage Ratio set forth in such financial statements and
Compliance Certificate; provided that if the Borrower shall fail to
deliver any such financial statements and Certificate within the time required
pursuant to Sections 5.01, 5.02 and 5.03, the Applicable Margin from and
after such date shall be the higher of the two pricing levels set forth above
(subject to application of the rate required pursuant to Section 2.10(c)
hereof), and shall be adjusted from and after such time as such financial
statements and Certificate are delivered.


“Appraisal” means a “desktop
appraisal” (i.e., an appraisal without a physical inspection of such Engine or
Equipment), or, if a Default exists, such other type of appraisal (e.g.,
extended desktop, visual inspection) as shall be required by the Security
Agent, of an Engine or Equipment to determine the Appraised Value of such
Engine or Equipment, performed by an Appraiser retained by the Security Agent
on behalf of the Banks.


“Appraisal Deficiency”
shall mean the excess, if any, of (i) the aggregate Net Book Value of all
Eligible Engines and Eligible Equipment included in the Asset Base over
(ii) the most recent Aggregate Appraised Value (calculated in the case of
both (i) and (ii) by multiplying such values times the applicable advance
percentage specified in clauses (a) through (d) of the definition of “Asset
Base”).


“Appraised Value”
means, with respect to an Engine, the Adjusted Base Value of such Engine, and,
with respect to Equipment, the Equipment Market Value or Parts Market Value, as
the case may be, of such Equipment, in each case as determined in an Appraisal.






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



 3
 






 



“Appraiser” shall
mean Avitas, Inc., or any other independent appraiser that is a member of the
International Society of Transport Aircraft Trading (“ISTAT”) or, if
ISTAT ceases to exist, any similar professional aircraft appraiser organization
and that in each case (other than with respect to Avitas) is acceptable to the
Security Agent.


 


“APU” means an
auxiliary power unit, capable of being installed on an aircraft, to start the
main engines, usually with compressed air, and to provide electrical power and
air conditioning while the aircraft is on the ground and, in certain cases, in
the air.


“Asset Base” shall
mean, as at the date of determination thereof, an amount equal to (x) the sum
of, but without duplication:


(a)           ***% of the Net Book Value of all Eligible Engines which
have not been Off-Lease for a period of more than 270 consecutive days; plus


(b)           ***% of the Net Book Value of all Eligible Engines which
have been Off-Lease for a period of more than 270 consecutive days; plus


(c)           ***% of the Net Book Value of all Eligible Equipment which
has not been Off-Lease for a period of more than 180 consecutive days; plus


(d)           ***% of the Net Book Value of Eligible Equipment which has
been Off-Lease for a period of more than 180 but less than 365 consecutive days
but only to the extent such Eligible Equipment consists of (i) Turboprop
Engines, (ii) APU’s and (iii) Eligible Parts;


minus (y) the amount
of the Appraisal Deficiency, if any.


If
an Eligible Engine or an item of Eligible Equipment is subject to a Lease, the
Eligible Engine or item of Eligible Equipment will be included in the Asset
Base only if such Lease is an Eligible Lease. Notwithstanding the foregoing,
each of the Country Concentration Limits and the following additional
concentration limitations shall apply to the determination of Asset Base:


(i)            the aggregate amount includible in
the Asset Base of Net Book Value of Eligible Engines and Eligible Equipment
(other than Eligible Parts) manufactured by the same Acceptable Manufacturer
and of the makes and models set forth on Schedule 1.01(d) shall not
exceed ***% of the Asset Base;


(ii)           the aggregate amount includible in
the Asset Base of Net Book Value of Eligible Equipment constituting Eligible
Parts, Turboprop Engines and APUs shall not exceed ***% of the Asset Base;


(iii)          the aggregate amount includible in the
Asset Base of Net Book Value of Eligible Engines and Eligible Equipment used on
a single make and model of narrow-body aircraft shall not exceed ***%of the
Asset Base;


(iv)          the aggregate amount includible in the
Asset Base of Net Book Value of Eligible Engines and Eligible Equipment used on
a single make and model of wide-body aircraft shall not exceed ***% of the
Asset Base;


 






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



 4
 






 



(v)           the aggregate amount
includible in the Asset Base of Net Book Value of Eligible Engines and Eligible
Equipment used on wide-body aircraft shall not exceed ***% of the Asset Base;


(vi)          the aggregate amount includible in the
Asset Base of Net Book Value of Eligible Equipment and Eligible Engines subject
to Leases with Lessees domiciled or whose chief executive offices are located
in Accession Jurisdictions shall not exceed ***% of the Asset Base;


(vii)         the aggregate amount includible in the
Asset Base of Net Book Value of Eligible Engines and Eligible Equipment subject
to Leases to the Three Primary Lessees shall not exceed ***% of the Asset Base;


(viii)        the aggregate amount includible in the
Asset Base of Net Book Value of Eligible Engines and Eligible Equipment subject
to Leases to a single Lessee shall not exceed ***% of the Asset Base, provided,
that such percentage shall be reduced to ***% in the case of any Emerging
Country and provided further that such percentage shall not exceed
(A) ***% in the case of any single Lessee whose chief executive offices
are located in the Republic of India and (B) ***% in the case of Asiana
Airlines;


(ix)           subject to clause (xi) below, the
aggregate amount includible in the Asset Base of Net Book Value of Eligible
Engines and Eligible Equipment which are Off-Lease shall not exceed ***% of the
Asset Base;


(x)            subject to clause (xi) below, the
aggregate amount includible in the Asset Base of Net Book Value of Eligible
Engines and Eligible Equipment subject to Leases which mature within any
12-month period (determined on a rolling 12-month basis) shall not exceed ***%
of the Asset Base;


(xi)           the aggregate amount includible in
the Asset Base of the sum of Net Book Values in clauses (ix) and (x) above
shall not exceed ***% of the Asset Base; and


(xii)          the aggregate amount includible in the
Asset Base of the Net Book Value of Eligible Engines and Eligible Equipment
subject to Eligible Leases with Lessees domiciled or with their chief executive
offices located in particular countries or geographic regions shall not exceed
in the aggregate the applicable Country Concentration Limits;


provided,
that if more than ***% (determined in the aggregate) of the Net Book Value of
all engines owned by the Willis Companies are Off-Lease, then Engines which
have been Off-Lease for more than 12 consecutive months shall not constitute
Eligible Engines.


If any Engine or
item of Equipment shall fail to constitute an “Eligible Engine” or an item of “Eligible
Equipment,” as the case may be, including by reason of the fact that the
Security Agent has not received a perfected, first priority security interest
in an Engine or an item of Equipment (as and to the extent contemplated in the
Loan Documents), the Security Agent, in its sole discretion, may nevertheless
include such Engine or item of Equipment in the Asset Base; provided, further,
that at no time will the aggregate amount of the Asset Base comprised of such
non-eligible Engines or non-eligible items of Equipment exceed $*** (the “Inclusion Limit”).  Promptly following a determination by the
Security Agent to include in the Asset Base such non-eligible Engines or
non-eligible items of Equipment (which determination may be made
prospectively), the Security Agent will notify the Banks of its decision and
the basis therefor and request that the Banks either confirm or reject such
determination.  If the Majority Banks
confirm such determination in writing within ten (10) days from delivery
of the notice, such






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



 5
 






 



Engine or item of
Equipment shall be deemed to be an “Eligible Engine” or item of “Eligible
Equipment,” as the case may be, and will no longer count towards the Inclusion
Limit.  If Banks sufficient to constitute
the Majority Banks fail to confirm such determination in writing within
ten (10) days from delivery of the notice, such determination by the
Security Agent will be deemed not approved by the Majority Banks, unless or
until otherwise approved by the Majority Banks in writing and such Engine or
item of Equipment shall continue to count towards the Inclusion Limit and shall
continue to be included in the Asset Base.


The
Asset Base shall be determined as of the date of the most recent Asset Base
Certificate delivered pursuant to Section 5.05 hereof or on a
Borrowing Date in a Notice; provided, that the Administrative Agent may
recalculate the Asset Base as of any later date if based on subsequent
developments or previously unknown facts it becomes advisable to do so.


“Asset Base Certificate”
shall mean a certificate in substantially the form attached hereto as Exhibit A,
signed by an Authorized Financial Officer of the Borrower, and in Excel format
acceptable to the Security Agent.


“Assignment Agreement”
shall have the meaning given to such term in Section 10.02(a).


“Authorized Financial
Officer” shall mean the chief financial officer, the chief operating
officer or the chief executive officer of the Borrower.


“Aviation Authority”
shall mean the FAA, the JAA/EASA and/or any other governmental authority which,
from time to time, has control or supervision of civil aviation or has
jurisdiction over the airworthiness, operation and/or maintenance of an Engine
or Turboprop Engine.


“Aviation Assets”
shall mean Stage III compliant commercial aircraft, Stage III compliant
aircraft engines, and aircraft engine parts and aircraft parts for such
aircraft and engines.


“Bank” shall have the
meaning given to such term in the heading of this Agreement. Unless the context
shall otherwise require, the term “Bank” shall include the Swing Line Lender in
its capacity as such.


“Base Rate” shall
mean the higher of (i) the Prime Rate or (ii) *** (***%) percent over the
Federal Funds Rate. Any change in such interest rate shall be effective on the
date of such change in the reference rate.


“Base Rate Loan”
shall mean a Loan the interest on which is determined on the basis of the Base
Rate plus the Applicable Margin.


“Base Value” means,
with respect to an Engine, an Appraiser’s opinion of the underlying economic
value of the Engine, in an open, unrestricted, stable market environment with a
reasonable balance of supply and demand, and with full consideration of the
Engine’s “highest and best use,” the engine model’s historical trend of values
and such Appraiser’s projection of value trends, presuming an arm’s-length,
cash transaction between willing, able and knowledgeable parties, acting
prudently, with an absence of duress and with a reasonable period of time
available for marketing.


“Basic Business”
shall have the meaning given to such term in Section 3.05.


“Beneficial Interest”
shall mean a beneficial interest in a trust which owns one or more Engines or
items of Equipment.






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



 6
 






 



“Beneficial Interest
Pledge Agreement” shall have the meaning given to such term in Section 2.25.


 


“Benefit Plan” shall
mean any employee benefit plan (as defined in Section 3(3) of ERISA) or
other employee benefit plan which is (a) maintained by the Borrower or any
Subsidiary, (b) a plan to which the Borrower or any Subsidiary contributes
or is required to contribute, (c) a plan to which the Borrower or any
Subsidiary was required to make contributions at any time during the five
(5) calendar years preceding the date of this Agreement or (d) any
other plan with respect to which the Borrower or any Subsidiary has incurred
liability.


“Books and Records”
shall mean the Borrower’s general ledger and its subsidiary ledgers.


“Borrower” shall have
the meaning given to such term in the heading of this Agreement.


“Borrowing Date”
shall mean the Business Day specified in a Notice delivered pursuant to Section 2.02
or Section 2.04 hereof as the date on which the Borrower requests the
Banks to make a Loan or the Swing Line Lender to make a Swing Line Loan, as the
case may be.


“Business Day” shall
mean any day other than a Saturday, Sunday or other day on which commercial
banks are authorized or required to close in Philadelphia, Pennsylvania,
Cleveland, Ohio, Rotterdam, The Netherlands or San Francisco, California and,
with respect to a borrowing of, a payment or prepayment of principal of or
interest on, or a conversion of or into, or an Interest Period for, a LIBOR
Loan, or a Notice by the Borrower with respect to any of the foregoing, which
is also a day on which dealings in Dollar deposits are carried out in the
London interbank market.


“Cape Town Convention”
shall mean the official English language texts of the Convention on
International Interests in Mobile Equipment and the Protocol to the Convention
on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment both of which were signed in Cape Town, South Africa on November 16,
2001, and including the Regulations for the International Registry and the Procedures
for the International Registry, as promulgated thereunder.


“Cape Town Eligible Lease” shall have the
meaning given to such term in Section 3.23(c).


“Capital Expenditures”
shall mean for any period, the aggregate amount of all payments made by any Person
directly or indirectly for the purpose of acquiring, constructing or
maintaining fixed assets, real property or equipment which, in accordance with
GAAP, would be added as a debit to the fixed asset account of such Person (but
excluding assets acquired for lease in the ordinary course of business).


“Capital Leases”
shall have the meaning given to such term under Statement 13 of the Financial
Accounting Standards Board or as that term may be defined hereafter in
accordance with GAAP.


“Capitalized Lease Obligations” shall mean as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as a Capital Lease
on a balance sheet of such Person under GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.


“Certificate of Exemption”
shall have the meaning given to such term in Section 2.24.



 7
 






 



“Change of Control”
shall mean:


(a)           the sale, lease or transfer of all or
substantially all of the assets of the Borrower to any Person or a syndicate or
group described in Section 13(d)(3) of the Exchange Act (any such group or
syndicate, a “Group”);


(b)           the liquidation or dissolution of (or
the adoption of a plan of liquidation by the board of directors of) the
Borrower; or


(c)           any action occurring or set of
circumstances existing that would result in any Person or Group (other than
Charles F. Willis IV, his trusts, family limited partnerships or heirs)
beneficially owning (as defined in Rule 13(d)-3 promulgated under the Exchange
Act), directly or indirectly, an amount of the outstanding capital stock of the
Borrower entitling such Person or Group to 30% or more of the voting power of
all the outstanding capital stock of the Borrower.


“Closing Date” shall mean the date on which the
Original Credit Agreement became effective.


“Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time, and the
rules and regulations thereunder.


“Collateral” shall mean, collectively, the “Collateral”
(as such term is defined in the Security Agreement), the “Collateral”
(as such term is defined in the Beneficial Interest Pledge Agreements executed,
delivered and outstanding from time to time), “Collateral” (as such term
is defined in the Mortgage), “Collateral” (as such term is defined in
the Owner Trustee Mortgages executed, delivered and outstanding from time to
time), the “Pledged Collateral” (as such term is defined in the Share
Pledge Agreement), and the “Assigned Property” (as such term is defined
in the Leasing Subsidiary Security Assignments).


“Commitment” shall
mean with respect to all of the Banks, the sum of the Commitments of each Bank
hereunder and, with respect to each Bank, the amount set forth opposite such
Bank’s name on Schedule 1.01(a) hereto (as such Schedule may be
amended from time to time pursuant to this Agreement, including Section 10.02)
or in the Assignment Agreement or Joinder Agreement pursuant to which such Bank
becomes a party hereto, as the case may be.


“Commitment Fee”
shall have the meaning given to such term in Section 2.05.


“Commitment Percentage”
shall mean the percentage of each Bank’s Commitment to the Aggregate Revolving
Loan Commitment of all the Banks, as set forth on Schedule 1.01(a)
hereto (as such Schedule may be amended from time to time pursuant to this
Agreement, including Section 10.02) or in the Assignment Agreement
or Joinder Agreement pursuant to which such Bank becomes a party hereto, as the
case may be.


“Commitment Termination
Date” shall mean the earlier of (x) June 30, 2008 or
(y) such other date as the Commitment shall terminate in accordance with the
provisions of this Agreement.


“Compliance Certificate”
means a certificate in the form of Exhibit F signed by an Authorized
Financial Officer of the Borrower.


“Continue”, “Continuation”
and “Continued” shall mean the continuation of a LIBOR Loan as a LIBOR
Loan from one Interest Period to the next Interest Period.



 8
 






 



“Contracting State”
shall have the meaning given to such term under Article 4 of the Cape Town
Convention.


“Contribution Agreement”
shall mean that certain Asset Transfer Agreement dated as of August 9, 2005
among the Borrower, WEST and WEF, as amended, waived, restated and supplemented
from time to time.


“Control” shall mean
as to any Person, the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of Voting Securities, by contract or otherwise.


“Convert”, “Conversion”
and “Converted” shall mean a conversion of Loans of one type into Loans
of the other type, which may be accompanied by the transfer by a Bank (in its
sole discretion) of the booking location of a Loan from one Lending Office to
another.


“Country Concentration
Limits” shall mean each of the concentration limits set forth on Schedule
1.01(c).


“Custodial Agreement”
shall mean the Custodial Agreement, dated as of June 29, 2004, by and among The
Bank of New York, as custodian, the Borrower and the Security Agent.


“Custodian” shall
mean the custodian under the Custodial Agreement.


“Debt” shall mean, as
to any Person at any time (without duplication) and, for the Borrower,
determined on a consolidated basis:  (i)
all obligations of such Person for borrowed money; (ii) all obligations of such
Person evidenced by bonds, notes, debentures, or other similar instruments;
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable of such Person arising in
the ordinary course of business; (iv) all Capitalized Lease Obligations of such
Person; (v) all obligations of such Person under guaranties, letters of credit,
endorsements (other than for collection or deposit in the ordinary course of
business), assumptions or other contingent obligations, in respect of, or to
purchase or otherwise acquire, any obligation or indebtedness of any other
Person, or any other obligation, contingent or otherwise, of such Person
directly or indirectly protecting the holder of any obligation or indebtedness
of any other Person, contingent or otherwise, against loss (whether by
partnership arrangements, agreements to keep-well, to purchase assets, goods,
securities, or services, to take-or-pay or otherwise), including without
limitation, recourse obligations with respect to Special Purpose Financing
Vehicles and the recourse portion of Partial Recourse Debt; (vi) all
obligations of any other Person secured by a Lien existing on property owned by
such Person, whether or not the obligations secured thereby have been assumed
by such Person or are non-recourse to the credit of such Person; (vii) all
reimbursement obligations of such Person (whether contingent or otherwise) in
respect of letters of credit, bankers’ acceptances, surety or other bonds and
similar instruments; (viii) the net present value of the non-cancelable
payments owed under Operating Leases for engines, aircraft and aircraft and
engine parts, using a 10% discount rate; and (ix) all obligations with respect
to deposits or maintenance reserves to the extent not supported by cash
reserved specifically therefor.


“Debt Instrument”
shall have the meaning given to such term in Section 8.01(d).


“Default” shall mean
an Event of Default or an event which, with notice or lapse of time or both,
would constitute an Event of Default.


“Dollars” and “$”
shall mean lawful money of the United States of America.



 9
 






 



“EASA” means the
European Aviation Safety Agency.


“EBIT” shall mean
(i) (a) Net Income, plus (b) cash settlements, plus
(c) amounts deducted from Net Income for Interest Expense and income taxes, plus
(d) amounts deducted from Net Income for extraordinary losses; less (ii)
(a) interest income plus (b) amounts added to Net Income for
extraordinary gains; and in any event without taking into account gains or
losses resulting from changes in the fair value of derivative instruments
(within the meaning of Statement of Financial Accounting Standards
No. 133).


“Eligible Asset” shall mean an Engine, an item
of Equipment or a Lease that satisfies the following requirements:


(a)           the purchase price of which has been
paid in full and it is not subject to any other financing;


(b)           to which an Engine Owner (in the case
of an Engine) or Equipment Owner (in the case of items of Equipment) or Lessor
(in the case of a Lease) has good and marketable title, and on which the
Security Agent has a fully perfected first priority Lien and which is not
subject to any other Lien other than Permitted Liens;


(c)           as to which, if owned by an Owner
Trustee, the Borrower shall have executed and delivered to the Security Agent a
Beneficial Interest Pledge Agreement covering, among other things, the Borrower’s
Beneficial Interest in the owner trust which owns such Engine(s) or item(s) of
Equipment and/or Lease, and as to which the Owner Trustee shall have executed
and delivered to the Security Agent an (x) Owner Trustee Mortgage covering,
among other things, such Engines(s), items of Equipment and/or Lease, (y) a
Trust Agreement and (y) an Owner Trustee Guarantee; 


(d)           as to which the Engine Owner (in the
case of an Engine) or Equipment Owner (in the case of items of Equipment) or
the Lessor (in the case of a Lease) shall have executed and delivered to the
Security Agent and/or filed a Mortgage covering, among other things, such
Engine(s), items of Equipment and/or Lease and the other documentation required
in respect of Engines, items of Equipment or Leases included or to be included
in the Asset Base pursuant to Section 4.02; and


(e)           in respect of Engines or items of
Equipment, it has not suffered an Event of Loss, it is being used solely for
lawful purposes and in the ordinary course of business of the Engine Owner or
Equipment Owner, as the case may be, and, in the case of Engines and Equipment
subject to Lease, the Lessee, and it is insured against loss by either the
Borrower or the Lessee in accordance with this Agreement and industry practice.



“Eligible Engine”
shall mean an Engine that is an Eligible Asset.


 “Eligible Equipment”
shall mean Equipment that satisfies each of the following requirements:


(a)           it is an Eligible Asset; and


(b)           it is a Turboprop Engine, Parts, or
an APU for a Stage III Aircraft;


(c)           in the case of Parts, it satisfies
the requirements of Eligible Parts;



 10
 






 



provided, that all of the Equipment listed on Schedule 1.01(e)
shall constitute Eligible Equipment.


 


“Eligible Lease”
shall mean a Lease that satisfies each of the following requirements (provided
that in respect of a Leasing Subsidiary, the requirements below (except where
otherwise indicated) shall apply both to the Head Lease in respect of which the
Borrower is Lessor and to the sublease and sublessee in respect of which a
Leasing Subsidiary is sublessor):


(a)           it is an Eligible Asset;


(b)           it is with a Lessee for the Lease of
Eligible Engines and/or Eligible Equipment;


(c)           it is freely assignable and
transferable without conditions, including without notice or consent, and,
except for the Head Lease of any Engine or item of Equipment to a Leasing
Subsidiary, prohibits assignment in whole or in part by the Lessee thereof;


(d)           it is non-cancelable and provides
that the Lessee’s obligations thereunder are absolute and unconditional and
which obligations are not, either pursuant to the terms of such Lease or
otherwise, subject to contingencies, defense, deduction, set-off, reduction,
claim or counterclaim of any kind whatsoever and as to which no defenses,
deductions, set offs, reductions, claims or counterclaims exist or have been
asserted by the Lessee or anyone on its behalf and the Borrower has no
obligations thereunder, including, without limitation, any service or
maintenance of the related Equipment, other than the obligation to sell, lease
or finance the Equipment and grant Quiet Enjoyment;


(e)           it is a net contract and with respect
to which the Lessee thereunder is responsible for all payments in connection
therewith, including, but not limited to, payment of all taxes (including sales
and use taxes), insurance and maintenance expenses (or payment of maintenance
reserves in lieu thereof) and all other expenses pertaining to the assets
subject thereto;


(f)            with respect to which the Borrower’s
Books and Records are accurate, complete and genuine;


(g)           the rent is payable in Dollars or in
Euros by periodic, fixed Lease payments; provided that the Borrower will
maintain Foreign Exchange Contracts covering all Leases payable in Euros in the
event the aggregate amount included in the Asset Base in respect of Engines
and/or Equipment subject to such Leases at any time exceeds five (5%) percent
of the Asset Base;


(h)           it is the valid and binding
obligation of the parties thereto, is in full force and effect and each Engine
and/or item of Equipment leased thereunder has been delivered to and accepted
by the Lessee;


(i)            it has no payments more than
one-hundred eighty (180) days past due from the Lease due date thereof
(based on the original contractual term and without giving effect to any
amendment or modification thereto, unless the Majority Banks have agreed
thereto in writing), and there exists no other material default of any
obligation under such Lease or any other Lease included in the Asset Base;


(j)            other than a
Leasing Subsidiary (with respect to a Head Lease), the Lessee under which is
not a Subsidiary,  employee, agent or
other Affiliate of the Borrower;



 11














 


(k)           it requires the Lessee to comply with all maintenance,
return, alteration, replacement, pooling and sublease conditions as typically
found in leases for similar types of engines or equipment and as necessary to
maintain at all times the airworthiness certification and serviceability status
of the related Engine or Engines and/or Equipment pursuant to all applicable
governmental and regulatory requirements;


(l)            it requires the Lessee to provide liability insurance,
all risk ground and flight engine coverage for damage or loss of the related
Engine or Engines, and war risk and with respect to which the Agents are named
as additional insureds and the Security Agent is named as sole loss payee;


(m)          Unless the Security Agent has confirmed to the Borrower
that, based on the credit quality of the Lessee, such insurance is not
necessary, it requires the Lessee to provide confiscation and expropriation
insurance, with deductibles that are acceptable to the Security Agent, for
Engines or Equipment operated (x) on routes with respect to which it is
customary for air carriers flying comparable routes to carry such insurance or
(y) in any area designated by companies providing such coverage as a
recognized or threatened war zone or area of hostilities or an area where there
is a substantial risk of confiscation or expropriation;


(n)           the Lessee is not based in, and the Lease requires that
the related Engine(s) or Equipment not be operated in, unless appropriate
insurance as determined by the Security Agent is obtained, any country or any
jurisdiction, that would not be covered by or would void any insurance coverage
required hereunder, or any country which is subject to any United States, the
European Union or United Nations sanctions or the lease to which would violate
United States law, rule or regulation or other restrictions;


(o)           the sole original of which is in the possession of the
Custodian or, with respect to chattel paper, if there shall be more than one
original, then the sole counterpart which shall constitute “chattel paper” for
purposes of perfection by possession under the UCC shall be in the possession
of the Custodian;


(p)           for which, in the case of any Head Lease under which a
Leasing Subsidiary is the Lessee, (i) the Lease and Head Lease have been
assigned to the Security Agent pursuant to a security assignment in the form of
Exhibit M, (ii) a charge over the Lease and Head Lease have been
filed in the appropriate office in Ireland together with such other filings or
recordings as are deemed reasonably necessary in Ireland to protect the
interests of the Security Agent, (iii) the sublessee thereunder is not
domiciled or whose chief executive office is located in a non-U.S. jurisdiction
in which the ability of the Security Agent to foreclose upon and receive possession
or sell any related Engine or item of Equipment is unsatisfactory (in each
case, as reasonably determined by the Security Agent), and (iv) the
Security Agent shall have received opinions of legal counsel in such sublessee’s
jurisdiction, in the Republic of Ireland and in England (if the sublease or any
of the other transaction documents are governed by English law), such opinions
to be in form and substance reasonably satisfactory to the Security Agent;


(q)           that, if the Lessee (other than a Leasing Subsidiary under
a Head Lease) of the related Engine(s) and/or item(s) of Equipment is domiciled
or whose chief executive office is located in a Non-U.S.jurisdiction,
(a) such Engine(s) and item(s) of Equipment shall be owned by and leased
from an Owner Trustee (acting under a Trust Agreement), (b) such Owner Trustee
shall have executed and delivered to the Security Agent the Owner Trustee
Guarantee, (c) such Owner Trustee shall have executed and delivered to the
Security Agent an Owner Trustee Mortgage covering, among other things, such
Engine(s), such item(s) of Equipment and such



 12
 






 



Lease, and (d) the Borrower
shall have executed and delivered to the Security Agent the Beneficial Interest
Pledge Agreement covering, among other things, the Borrower’s Beneficial
Interest in the owner trust which owns such Engine(s) or item(s) of Equipment;
and


(r)            if it contains a fixed purchase option, the terms thereof
provide for payment upon exercise thereof of an amount which is not less than
the Net Book Value of the Engine(s) or the item(s) of Equipment being purchased
determined at the date or dates such option is exercisable.


“Eligible Parts” shall mean Parts in each case
(a) unless consented to in writing by the Administrative Agent, that are for
Eligible Engines or aircraft supported by Eligible Engines, (b) that are
maintained at premises in the United States owned by the Borrower and with
respect to which the Administrative Agent has received a landlord waiver
executed by the applicable landlord in a form acceptable to the Administrative
Agent (c) that are not unmerchantable or obsolete, and (d) that have been held
by the Borrower for not more than twelve (12) months from the date of purchase
of such Eligible Part (or in the case of disassembled engine parts, twelve (12)
months from the date a value was allocated to such parts), (e) that are
physically tagged with identifiable part or serial numbers, (f) are not subject
to a consignment or lease arrangement or held on the premises of an air carrier
certificated under 49 U.S.C. 44705, and (g) comply with all applicable Aviation
Authority requirements. The
value of Eligible Parts will be valued at the lower of cost or Parts Market
Value.


“Emerging Country” shall have the meaning given
thereto on Schedule 1.01(c).


“Engine” shall mean
any Stage III compliant jet propulsion engine manufactured by an Acceptable
Manufacturer, owned by the Borrower or an Owner Trustee and designed or
suitable for use to propel an aircraft, whether or not subject to a Lease.


“Engine Owner” means
the Borrower or any Owner Trustee.


“Environmental Claim”
shall have the meaning given to such term in Section 3.25.


“Environmental Laws”
shall mean any statute, law, rule, code, ordinance, regulation, permit,
certificate or order of any Governmental Authority relating to injury to, or
the protection of, human health or the environment, including, without
limitation, all legal requirements pertaining to the use, storage, handling,
treatment, transport, disposal, reporting, licensing, permitting, investigation,
remediation and removal of Hazardous Substances.


“Equipment” shall
mean all Turboprop Engines, APUs and Parts owned by the Borrower or an Owner
Trustee, whether or not such items are subject to a Lease.


“Equipment Market Value”
shall mean, with respect to an item of Equipment other than Parts, an amount as
determined by the Appraiser to be the amount that would be obtained in an arm’s
length cash transaction between willing, able and knowledgeable parties, acting
prudently, with an absence of duress and with a reasonable time period
available for marketing, adjusted to account for the maintenance status of such
item of Equipment, but without taking into account any existing maintenance
reserves, any value attributed to Lease payments or any security deposits under
the related Lease


“Equipment Owner”
means the Borrower or any Owner Trustee.


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as it may be amended from
time to time, and the regulations thereunder.



 13
 






 



“ERISA Affiliate” shall
mean all members of a controlled group of corporations and all trades and
businesses (whether or not incorporated) under common control and all other
entities which, together with any Borrower, are treated as a single employer
under any or all of Sections 414(b), (c) or (m) of the Code or
Section 4001 of ERISA.


“ERISA Event” shall
mean (a) any “reportable event”, as defined in Section 4043 of ERISA
or the regulations issued thereunder with respect to a Plan (except an event
for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any ERISA Affiliate of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any
ERISA Affiliate of any liability with respect to withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


“Euro” shall mean the
single official currency of the participating member states of the European
Monetary Union.


“Event of Default”
shall have the meaning given to such term in Section 8.01.


“Event of Loss” shall
mean (i) if an Engine or item of Equipment is not subject to a Lease, any
of the following events: (x) the actual or constructive total loss of such
Engine or item of Equipment or the agreed or compromised total loss of such
Engine or item of Equipment; (y) its destruction, damage beyond economic
repair or being rendered permanently unfit for normal use for any reason
whatsoever  and (z) any capture,
condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or
any taking for use or of title to, such Engine or item of Equipment, in each
case, that shall have resulted in the loss of possession or title of such
Engine or item of Equipment by the Lessor (other than a requisition for use for
not more than 180 days by the United States Government) and (ii) in
addition, if an Engine or item of Equipment is subject to a Lease, any events
defined as an “Event of Loss,” “Casualty Occurrence” or similar term in such
Lease.  An Event of Loss shall be deemed
to have occurred (i) if an Engine or an item of Equipment is not subject
to a Lease, (x) in the event of an actual loss of such Engine or item of
Equipment, on the date of such loss; (y) in the event of damage which
results in a constructive or compromised or arranged total loss of such Engine
or item of Equipment, on the date of the event giving rise to such damage;
(z) in the case of any event referred to in clause (i)(y) above, on
the date of the occurrence of such event, and (ii) in addition, if an Engine or
item of Equipment is subject to a Lease, at such times as are set forth in such
Lease of such Engine or item of Equipment for the foregoing events.


“Excepted Collateral”
shall mean (a) Collateral listed on Schedule 1.01(f) hereto;
(b) Engines and Equipment which the Security Agent determines to include
in the Asset Base as part of the $*** basket for unperfected Collateral (provided
in the definition of “Asset Base”) or which is specifically approved in writing
by the Majority Banks notwithstanding that the Security Agent will not receive
a perfected first priority security interest therein; and (c) Collateral other
than Engines and Equipment as to which perfection is effected by any means
other than by filing a UCC financing statement.


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.






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



 14
 






 



“Existing Debt”
shall mean the Debt (excluding guarantees) set forth on Schedule 3.19.


 


“Existing Lease
Transactions” shall mean those Leases relating to Engines or Equipment,
that are, as of the date hereof, included in the Asset Base.


“Expenses” shall have
the meaning given to such term in Section 9.07.


“FAA” shall mean the
Federal Aviation Administration or any Governmental Authority succeeding to the
functions thereof.


“FAR” means the
Federal Aviation Regulations issued by the FAA as in effect from time to time.


“Federal Funds Rate”
shall mean for any day, the weighted average of the rates on overnight federal
funds transactions with member banks of the Federal Reserve System arranged by
federal funds brokers as published by the Federal Reserve Bank in New York City
for such day, or if such day is not a Business Day, for the immediately
preceding Business Day (or, if such rate is not so published for any such day,
the average rate charged to the Administrative Agent on such day on such
transactions as reasonably determined by the Administrative Agent).


“Financial Statements”
shall mean collectively, the latest of (x) the audited consolidated
balance sheet and statements of income, shareholders equity and of cash flows
of the Willis Companies, as at and for the year ended December 31, 2005 or
(y) the most recent financial statements provided pursuant to Section 5.01
or 5.02.


“Fiscal Quarter” shall mean a fiscal quarter of
the Borrower, which shall be any quarterly period ending on March 31,
June 30, September 30 or December 31 of any year.


“Fiscal Year” shall mean a fiscal year of the
Borrower, ending on the last day of December.


“Foreign Bank” shall
have the meaning given to such term in Section 2.24.


“Foreign Exchange
Contract” shall mean any foreign exchange contract, currency exchange
contract or other contractual arrangement protecting a Person against
fluctuations in the exchange rate of different currencies.


“Fortis Securities”
shall mean Fortis Securities LLC.


“GAAP” shall mean
generally accepted accounting principles, in effect from time to time in the
United States of America, consistently applied, subject to Section 1.02
below.


“Goods” shall mean
any “goods” within the meaning of Section 9-102 of the UCC, but shall exclude
in any event all items described in the second sentence of such Section.


“Governmental Authority”
shall mean any federal, state, provincial or local governmental authority or
regulatory body, any subdivision, agency, commission or authority thereof
(including, without limitation, any environmental protection authority or body)
or any quasi-governmental body exercising any regulatory authority thereunder.


“Guarantors” shall
mean all current and future Subsidiaries, other than WEST and the West
Subsidiaries.



 15
 






 



“Hazardous Substances”
shall mean any substance:  (a) the
presence of which requires or may hereafter require notification, investigation
or remediation under any Environmental Law; (b) which is or becomes
defined as a “hazardous substance”, “hazardous waste”, “pollutant” or “contaminant”
under any present or future Environmental Law or amendments thereto, including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. §9601 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.),
the Clean Air Act (42 U.S.C. §7401 et seq.), and
applicable state, provincial, and local statutes and regulations;
(c) which is toxic, explosive, corrosive, flammable, carcinogenic or
otherwise hazardous; (d) without limitation, which contains gasoline,
diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or
(e) without limitation, which contains polychlorinated biphenyls or
asbestos.


“Head Lease” shall
mean a lease between the Engine Owner or Equipment Owner and a Leasing
Subsidiary substantially in the form of the existing Lease between the Borrower
and WLFC (Ireland) Limited, with such changes thereto as the Security Agent
shall have approved in writing.


“HSH” shall mean HSH
Nordbank A.G.


“Inclusion Limit”
shall have the meaning given to such term in the definition of Asset Base.


“Indemnified Party”
shall have the meaning given to such term in Section 11.01(b).


“Intangible Assets”
shall mean all assets which would be classified as intangible assets under
GAA,P including, without limitation, goodwill (whether representing the excess
of cost over book value of assets acquired or otherwise), patents, trademarks,
trade names, copyrights, franchises, and deferred charges (including, without
limitation, unamortized debt discount and expense, organization costs, and
research and development costs).  For
purposes of this definition, prepayments of taxes, license fees and other
expenses shall not be deemed Intangible Assets.


“Interest” shall have
the meaning ascribed to such term in the Cape Town Convention.


“Interest Coverage Ratio”
shall mean the ratio of (x) EBIT of the Willis Companies to (y) the
excess of Interest Expense over interest income of the Willis Companies,
determined in accordance with GAAP.


“Interest and Dividends
Coverage Ratio” shall mean the ratio of (x) EBIT of the Willis
Companies to (y) (i) the excess of Interest Expense over interest income
of the Willis Companies plus (ii) dividends declared and paid on the
Preferred Stock, determined in accordance with GAAP.


“Interest Expense”
shall mean, for any period, the total interest expense (including that
attributable to Capital Leases), both expensed and capitalized, of the Willis
Companies, on all Debt, including, without limitation, the interest component
in respect of any Capitalized Lease Obligations and the interest portion of any
deferred payment obligations, plus the total rent expense of the Willis
Companies, in each case determined on a consolidated basis for such period in
accordance with GAAP.


“Interest Period”
shall mean with respect to any LIBOR Loan, each period commencing on the date
such Loan is made or converted from a Loan or Loans of another type, or the
last day of the next preceding Interest Period with respect to such Loan, and
ending one month, two months, three months or, subject to availability, six
months thereafter, as the Borrower may select as provided in Section 2.02
below.  Notwithstanding the foregoing,
(i) each Interest Period which would otherwise end on a day which is not a
Business Day shall end on the next succeeding Business Day (or, if such next
Business Day falls in the next succeeding calendar month, on the immediately
preceding Business Day);



 16
 






 



(ii) notwithstanding
clause (i) above, no Interest Period shall have a duration of less than one
month; and (iii) no Interest Period may end later than the Term Loan
Maturity Date.


“Interest Rate Contract”
shall mean a “swap agreement” within the meaning set forth in 11 U.S.C.
§ 101(53B) and shall include but not be limited to interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements,
interest rate hedging agreements, interest rate floor agreements or other similar
agreements or arrangements intended to protect a Person against increases in
variable interest rates on Debt.


“International Interest”
shall have the meaning given to such term in the Cape Town Convention.


“International Registry”
shall have the meaning given to such term in the Cape Town Convention.


“Investment” shall
mean any investment in any Person by means of purchase of shares of stock or
other equity or Debt, capital contribution, loan, advance or guarantee, or any
acquisition of all or the part of the business or assets of any Person (except
incidental purchases of assets in the ordinary course of business to be used by
the Borrower in its business) or any commitment or option to make any
Investment.


“IRS” shall mean the
Internal Revenue Service, or any Governmental Authority succeeding to the
functions thereof.


“JAA” means the Joint
Airworthiness Authorities of the European Union.


“Joinder Agreement”
shall have the meaning given to such term in Section 10.01.


“Lease” shall mean,
with respect to an Engine, any written aircraft engine lease agreement, general
terms agreement or other similar arrangement, as may be in effect between a
Lessor, including an Engine Owner and a Leasing Subsidiary, and a Lessee, as
such agreement or arrangement may be amended, modified, extended, supplemented,
assigned or novated from time to time in accordance with the terms thereof and
the Loan Documents.


“Lease Event of Default”
means, with respect to any Lease, any “Event of Default” as defined in such
Lease.


“Leasing Subsidiary”
shall mean each of WLFC (Ireland) Limited and any other Willis Company approved
by the Security Agent in writing to which an Engine Owner may lease one or more
Engines pursuant to a Head Lease and which are Lessors under Leases of such
Engines to Lessees.


“Leasing Subsidiary
Documents” shall mean each Head Lease, sublease and all other documents
directly related or incidental to the Loans or the Collateral entered into by a
Leasing Subsidiary, as each may be amended and supplemented from time to time.


“Leasing Subsidiary
Security Assignments” shall have the meaning assigned to such term in Section 2.25.


“Lending Office”
shall mean, with respect to each Bank, the main office or branch from which
such Bank books the Loans.



 17
 






 



“Lessee” shall mean
the lessee of Engines or Equipment subject to a Lease (including a Leasing
Subsidiary in its capacity as lessee under a Head Lease) which is domiciled or
whose chief executive office is located in one of the jurisdictions specified
in paragraphs (a) through (e) of the definition of “Country Concentration
Limits.”


“Lessor” shall mean
any Engine Owner or Equipment Owner party to a Lease as lessor (but shall also
include a Leasing Subsidiary as sublessor under a Lease).


“LIBOR” shall mean
for any Interest Period, the rate per annum (rounded upwards, if necessary, to
the nearest 1/16 of 1%) quoted by the Administrative Agent as determined on the
basis of the offered rates which appear on the Telerate page 3750 as of 11:00
a.m., London time, two (2) Business Days prior to the first day of such
Interest Period for deposits in Dollars for a period of time comparable to such
Interest Period and in an amount comparable to the aggregate principal amount
of the LIBOR Loans made or to be made by the Banks to which such Interest Period
relates or, if such rate shall then be unavailable, the rate per annum (rounded
upwards, if necessary, to the nearest 1/16 of 1%) quoted by the Administrative
Agent at approximately 10:00 a.m., New York City time (or as soon thereafter as
practical) two (2) Business Days prior to the first day of such Interest Period
for the offering by the Administrative Agent to prime lending banks in the
London interbank market of Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the aggregate principal amount
of the LIBOR Loans made or to be made by the Banks to which such Interest
Period relates.


“LIBOR Loan” shall
mean a Loan the interest on which is determined on the basis of the LIBOR Rate
plus the Applicable Margin.


“LIBOR Reserve Percentage”
shall mean, with respect to any LIBOR Loan, that percentage (expressed as a
decimal) which is in effect on the day the LIBOR Rate is determined, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor thereto), for determining the reserve requirement for a member bank
of the Federal Reserve System in New York City with deposits exceeding one
billion dollars in respect of “Eurocurrency liabilities” (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on LIBOR Loans is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of
any Bank to United States residents).


“Lien” shall mean any
mortgage, deed of trust, pledge, security interest, encumbrance, lien or charge
of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any lease in the nature of
a grant of a security interest or lien), and the filing of or agreement to give
any financing statement under the UCC or similar law of any jurisdiction.


“Loan” or “Loans”
shall mean either a Revolving Loan or Revolving Loans, or a Term Loan or Term
Loans, as applicable, and, unless the context otherwise requires, a Swing Line
Loan or Swing Line Loans.


“Loan Documents”
shall mean this Agreement, the Notes, the Security Documents, the Mortgage, the
Security Agreement, each Owner Trustee Mortgage, each Owner Trustee Guarantee,
each Beneficial Interest Pledge Agreement, the Share Pledge Agreement, the
Custodial Agreement, each Leasing Subsidiary Document, any other Security
Documents and all other documents executed and delivered in connection herewith
or therewith, including all amendments, modifications and supplements thereto.


“Maintenance Reserve
Payments” shall mean any payment (including any use payment) that is based
on the usage of an Engine or which is based on, or in respect of which, the
Lessor under a Lease



 18
 






 



may
be obligated to reimburse the Lessee under such Lease for specified maintenance
activities with respect to the Engine subject to such Lease.


“Majority Banks”
shall mean Banks (including, in any event, at least one Agent) holding Loans
and Commitments representing more than fifty (50%) percent the aggregate amount
of Commitments hereunder; provided, however, that if there is no
Commitment in effect, the Majority Banks shall be those Banks (including, in
any event, at least one Agent) holding more than fifty (50%) percent of the
aggregate outstanding principal amount of the Loans hereunder.


“Material Adverse Change” shall mean any event
or condition which, in the reasonable determination of the Majority Banks,
would result in a material adverse change in the business, operations,
financial condition, properties or profits of the Borrower or which gives
reasonable grounds to conclude that the Borrower would likely not be able to
perform or observe (in the normal course) its obligations under the Loan
Documents to which it is a party, including but not limited to the Notes.


“Material Adverse Effect”
shall mean (x) as to a Person, a material adverse effect on the business,
operations, financial condition, properties or profits of such Person or on the
legality, validity or enforceability of the Loan Documents or on the ability of
such Person to perform its obligations under the Loan Documents or (y) a
material adverse effect on the Security Agent’s Lien on the Collateral or on
the rights and remedies of the Banks and the Security Agent under the Loan
Documents.


“Material Contracts”
shall mean those instruments, agreements and contracts set forth on Schedule 3.21
annexed hereto, as such Schedule shall be updated by the Borrower from time to
time.


“Moody’s” shall mean
Moody’s Investors Service, Inc.


“Monthly Lease Portfolio and Receivables Report”
shall mean a monthly report in summary form of the status of accounts
receivable in respect of all Leases which are part of the Collateral in form
and substance reasonably satisfactory to the Administrative Agent.


“Mortgage” shall have
the meaning given to such term in Section 2.25.


“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 400l(a)(3) of ERISA.


“NCB” shall have the
meaning given to such term in the heading of this Agreement.


“Net Book Value” of
an Engine or an item of Equipment shall be calculated as the lesser of:  (i) the book value of such Engine or item of
Equipment determined in accordance with GAAP as set forth on the Willis
Companies financial statements or (ii) such Engine’s Adjusted Base Value or
item of Equipment’s Equipment Market Value or Parts Market Value, as the case
may be, in each case reduced utilizing depreciation methods consistent with
current practice and GAAP.


“Net Income” shall mean
net income of the Willis Companies after taxes, determined in accordance with
GAAP.


“Net Worth” shall
mean, at any particular time, all amounts, in conformity with GAAP, that would
be included as stockholders’ equity on a consolidated balance sheet of the
Willis Companies, excluding gains or losses resulting from changes in the fair
value of derivative instruments (within the meaning of Statement of Financial
Accounting Standards No. 133), whether or not included in other comprehensive
income or Net Income.



 19
 






 



“Non-Recourse Debt”
shall mean Debt of any Person for which the remedy for nonpayment or
non-performance of any obligation or any default (other than for breach of
standard representations and warranties or misapplication of funds) in respect
thereof is limited to specified collateral securing such Debt and in respect of
which the Borrower is not subject to any personal liability.


“Notes” shall have
the meaning given to such term in Section 2.11(a).


“Notice” shall mean a
notice requesting a Loan in the form of Exhibit C.


“Obligations” shall
have the meaning given to such term in Section 2.25.


“Off-Lease” shall
mean, at the time of determination, or for any specified period, not subject to
a Lease (or, in respect of an Engine or item of Equipment subject to a Head
Lease, not subject to a Lease with a sublessee).


“Operating Lease”
shall mean a Lease which is qualified as an operating lease in accordance with
GAAP.


“Owner Trustee” shall
mean Wells Fargo Bank Northwest, National Association (formerly known as First
Security Bank, National Association) or another bank or trust company
reasonably satisfactory to the Administrative Agent and the Security Agent
acting as trustee under a Trust Agreement.


“Owner Trustee Guarantee”
shall have the meaning given to such term in Section 2.25.


“Owner Trustee Mortgage”
shall have the meaning given to such term in Section 2.25.


“Partial Recourse Debt”
shall mean Debt of any Person a portion of which (but in no event less than
eighty-five (85%) percent of the principal amount thereof) shall constitute Non-Recourse
Debt.


“Participant” shall
have the meaning given to such term in Section 10.03(a).


“Participation” shall
have the meaning given to such term in Section 10.03(a).


 “Parts” shall mean components of an
aircraft or an Engine or any systems within an aircraft or an Engine that have
either been removed from an aircraft or an Engine or have not yet been
incorporated into an aircraft or an Engine.


“Parts Market Value”
shall mean, with respect to any Parts, the “current market value” (as such term is defined by
the International Society of Transport Aircraft Trading (ISTAT)) as
determined by the Appraiser.  The current market value shall take
into consideration of, maintenance status of such assets, current trading history
and other methodologies as are consistent with the methodologies utilized in
current industry practices, but without taking into account any existing
maintenance reserves.


 “PBGC” shall mean the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV
of ERISA.


“Permitted Liens”
shall mean (i) any Liens on assets not included in the Asset Base for
current taxes, assessments and other governmental charges not yet due and
payable or being contested in good faith by the Borrower (or by a Lessee) by
appropriate proceedings and for which adequate reserves have been established
by the Borrower in accordance with GAAP, as reflected in the Borrower’s
Financial



 20
 






 



Statements
(or by the Lessee as reflected in such Lessee’s financial statements);
(ii) any mechanic’s, materialman’s, carrier’s, warehousemen’s or similar
Liens for sums not yet due or being contested in good faith by the Borrower (or
by a Lessee) by appropriate proceedings and for which adequate reserves have
been established by the Borrower in accordance with GAAP, as reflected in the
Borrower’s Financial Statements (or by the Lessee as reflected in such Lessee’s
financial statements); (iii) easements, rights-of-way, restrictions and
other similar encumbrances on the real property or fixtures of the Borrower
incurred in the ordinary course of business which individually or in the
aggregate do not in any case materially detract from the value or marketability
of the property subject thereto or interfere with the ordinary conduct of the business
of the Borrower; (iv) Liens (other than Liens imposed on any property of
the Borrower pursuant to ERISA or Section 412 of the Code) on assets not
included in the Asset Base incurred or deposits made in the ordinary course of
business, including Liens in connection with workers’ compensation,
unemployment insurance and other types of social security and Liens to secure
performance of tenders, statutory obligations, surety and appeal bonds (in the
case of appeal bonds such Lien shall not secure any reimbursement or indemnity
obligation in an amount greater than $2,500,000), bids, leases that are not
Capitalized Leases, performance bonds, sales contracts and other similar
obligations, in each case, not incurred in connection with the obtaining of credit
or the payment of a deferred purchase price, and which do not, in the
aggregate, result in a Material Adverse Effect; (v) Liens, if any,
existing on the date hereof and listed in Schedule 1.01(g) hereto;
(vi) Liens in favor of Fortis, as Security Agent, in the Collateral as
contemplated by the Loan Documents; (vii) the rights of a Lessee or
sublessee to utilize the Collateral pursuant to the terms of a Lease;
(viii) Liens on assets not included in the Asset Base and securing other
Indebtedness permitted under Section 7.01 (but such Liens shall be
limited to the assets being financed with the proceeds of such other
Indebtedness); (ix) purchase money Liens on assets not included in the
Asset Base and securing Debt not to exceed $55,000,000 pursuant to Section 7.01
hereof; (x) Liens arising from the following types of liabilities of a
lessee or any other operator of an Engine or item of Equipment, so long as such
liabilities are either not yet due or are being contested in good faith through
appropriate proceedings that do not give rise to any reasonable likelihood of
the sale, forfeiture or other loss of such Engine or item of Equipment, title
thereto or the Security Agent’s security interest therein or of criminal or
unindemnified civil liability on the part of the Borrower, any Bank or any
Agent and with respect to which the lessee maintains adequate reserves (in the
reasonable judgment of the Borrower): (A) fees or charges of any airport
or air navigation authority, (B) judgments, or (C) salvage or other
rights of insurers; and (xi) Liens on assets not included in the Asset
Base evidenced by UCC financing statements which are expressly permitted under
the terms of the Loan Documents.


“Person” shall mean
an individual, a corporation, a partnership, a joint venture, a limited
liability company or partnership, a trust or unincorporated organization, a
joint stock company or other similar organization, a government or any
political subdivision thereof, a court, or any other legal entity, whether
acting in an individual, fiduciary or other capacity.


“Plan” shall mean an
employee pension benefit plan which is or has within the preceding five years
been covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code, including, without limitation, any plan
that is either (i) maintained by the Borrower or any ERISA Affiliate or
(ii) maintained or contributed to pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes
contributions and to which the Borrower or any ERISA Affiliate is then making
or accruing obligations to make contributions or has within the preceding five
plan years (with respect to both clauses (i) and (ii)) made contributions
or had an obligation to do so.


“Post-Default Rate”
shall mean from and after the occurrence and during the continuance of an Event
of Default, a rate of interest per annum during the period commencing on the
due date thereof until such Loans are paid in full equal to (a) in respect of
the principal amount of Base Rate Loans, 2% in



 21
 






 



excess
of the Base Rate plus the Applicable Margin as in effect from time to time, (b)
in respect of the principal amount of LIBOR Loans, 2% in excess of the LIBOR
Rate plus the Applicable Margin in effect thereon until the end of the then
current Interest Period therefor and, thereafter, 2% in excess of the Base Rate
plus the Applicable Margin as in effect from time to time, and (c) in respect
of other amounts payable by the Borrower hereunder (including interest) not
paid when due (whether at stated maturity, by acceleration or otherwise), a
rate per annum during the period commencing on the due date until such other
amounts are paid in full equal to 2% in excess of the Base Rate plus the
Applicable Margin as in effect from time to time.


“Preferred Stock”
shall mean the preferred stock of the Borrower issued and outstanding on the
date of this Agreement and any other preferred stock of the Borrower, the
issuance and the terms and conditions of which shall have been approved in
writing by the Agents.


“Prime Rate” shall
mean the interest rate which the Administrative Agent announces from time to
time at the Principal Office as its prime commercial lending rate.  Each change in any interest rate provided for
herein based upon the Prime Rate resulting from a change in the Prime Rate
shall take effect at the time of such change in the Prime Rate.  The Prime Rate is established from time to
time by the Administrative Agent as an index or base rate and at any time may
or may not be the best or lowest rate charged by the Administrative Agent on
any Loan.


“Principal Office”
shall mean the principal office of the Administrative Agent, which is currently
located at National City Bank, 1900 East Ninth Street, Cleveland, Ohio 44114.


“Pro Rata Share”
shall have the meaning given to such term in Section 2.01(a).


“Prohibited Transaction”
shall mean a transaction that is prohibited under Section 4975 of the Code
or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 4.08
of ERISA.


“Prospective
International Interest” shall have the meaning given to such term in the
Cape Town Convention.


“Purchaser” shall
have the meaning given to such term in Section 10.02(a).


“Quarterly Net Income”
shall mean for any Fiscal Quarter of the Borrower, the positive net income (but
not loss or deficit) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided, however,
that Quarterly Net Income shall not include amounts added in respect of the
write-up of any asset.


“Quiet Enjoyment”
shall mean a covenant of a lessor not to repossess or to disturb the lessee’s
possession or use of a leased asset so long as the lessee is in compliance with
its obligations under the lease.


“Regulation D” shall
mean Regulation D of the Board of Governors of the Federal Reserve System, as
the same may be amended or supplemented from time to time.


“Regulation U” shall
mean Regulation U of the Board of Governors of the Federal Reserve System, as
the same may be amended or supplemented from time to time.


“Regulatory Change”
shall mean any change after the date of this Agreement in foreign or United
States federal, state or local laws or regulations (including Regulation D) or
the adoption or making after



 22
 






 



such
date of any interpretations, directives or requests applying to a class of
banks including the Banks of or under any foreign or United States federal,
state, or local laws or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.


“Reportable Event”
shall mean, with respect to a Pension Plan: 
(i) Any of the events set forth in Sections 4043(b) of ERISA (other
than a reportable event as to which the provision of thirty (30) days’ notice
to the PBGC is waived under applicable regulations) or Section 4063(a) of ERISA
or the regulations thereunder, (ii) an event requiring the Borrower or any
ERISA Affiliate to provide security to a Pension Plan under Section 401(a)(29)
of the Code and (iii) any failure by the Borrower or any ERISA Affiliate
to make payments required by Section 412(m) of the Code.


“Requirements
of Law” shall mean any treaty, statute, law, ordinance, regulation,
order or rule of any United States of America or foreign, federal, state, local
or other government or governmental body, including, without limitation, those
covering or related to banking, financial transactions, securities, public
utilities, environmental control, energy, safety, health, transportation,
bribery, record keeping, zoning, antidiscrimination, antitrust, wages and
hours, employee benefits, and price and wage control matters.


“Restricted Person”
means any Person listed on the Specially Designated Nationals and Blocked Person
List or other similar lists maintained by the United States Department of the
Treasury or Office of Foreign Asset Control or identified in any related
executive orders issued by the President of the United States.


“Revolving Loan”
shall have the meaning set forth in Section 2.01(a).


“Revolver Period”
shall have the meaning given to such term in Section 2.01(a).


“S&P” shall mean
Standard & Poor’s Rating Group, a division of The McGraw-Hill
Companies, Inc.


“SEC” mean the
Securities and Exchange Commission.


“Security Agent”
shall have the meaning given to such term in the heading of this Agreement.


“Security Agreement”
shall have the meaning given to such term in Section 2.25.


“Security Deposit”
shall mean any cash deposits and other collateral provided by, or on behalf of,
a Lessee to secure the obligations of such Lessee under a Lease.


“Security Documents”
shall have the meaning given to such term in Section 2.25.


“Share Pledge Agreement”
shall have the meaning given to such term in Section 2.25.


“Solvent” shall mean,
with respect to any Person, that (i) the fair value of all of such Person’s
properties and assets is in excess of the total amount of its Debt;
(ii) it is able to pay its debts as they mature; (iii) it does not
have unreasonably small capital for the business in which it is engaged or for
any business or transaction in which it is about to engage; and (iv) it is
not “insolvent” as such term is defined in Section 101(32) of Title 11 of
the United States Code, 11 U.S.C. Section 101, et seq.


 



 23














 


“Special Purpose
Financing Vehicle” shall mean a bankruptcy remote Subsidiary or Affiliate
(including without limitation, WEST and the Subsidiaries of WEST) of the
Borrower or other Person owned by or at the request of the Borrower (excluding
any Owner Trustee which shall have executed and delivered an Owner Trustee
Mortgage) for the sole purpose of holding and/or assigning Engines received
directly or indirectly from the Borrower or any of its Subsidiaries and issuing
notes or other Debt which are secured by such Engines or other securities
representing interests in such Engines, and which Subsidiary or Affiliate or
other Person is prohibited by its articles of incorporation or (if it is not a
corporation) other organizational documents from engaging in any other
business.


“Stage III” shall
mean, with respect to any aircraft or engine, any aircraft or engine which, at
the time of its manufacture, was compliant with the noise regulations set forth
in FAR Part 36.


“Subordinated Debt” shall mean unsecured Debt of
the Borrower (i) which is subordinated to the Obligations and
(ii) the terms and conditions of which Debt and subordination are
satisfactory to the Majority Lenders, as evidenced by the written consent of
the Majority Lenders thereto exercised in their sole discretion.


“Subsidiary” shall
mean with respect to any Person, any corporation, partnership, joint venture,
owner trust or other Person whether now existing or hereafter organized or
acquired:  (i) in the case of a
corporation, of which a majority of the securities having ordinary voting power
for the election of directors (other than securities having such power only by
reason of the happening of a contingency) are at the time owned by such Person
and/or one or more Subsidiaries of such Person or (ii) in the case of a
partnership, joint venture, owner trust or other Person, of which a majority of
the partnership or other ownership interests are at the time owned by such
Person and/or one or more of its Subsidiaries.


“Subsidiary Guaranty”
shall have the meaning given to such term in Section 2.25.


“Swing Line Commitment”
shall mean the commitment of the Swing Line Lender to make Swing Line Loans
pursuant to Section 2.04 in an aggregate principal amount at any one
time outstanding not in excess of ten million ($10,000,000) Dollars or such
lesser amount as shall be agreed to by the Swing Line Lender and the Borrower.


“Swing Line Lender”
NCB (or its successor) in its capacity as a swing line lender pursuant to this
Agreement.


“Swing Line Loans”
shall have the meaning given to such term in Section 2.04.


“Swing Line Note”
shall have the meaning given to such term in Section 2.11.


“Swing Line Participation
Amount” shall have the meaning given to such term in Section 2.04.


“Tangible Net Worth”
shall mean as at the date of determination, Net Worth minus Intangible Assets.


“Term Loan” shall
have the meaning set forth in Section 2.01(e).


“Term Loan Maturity Date”
shall mean the first anniversary of the Commitment Termination Date.


“Three Primary Lessees”
shall mean the three Lessees under Leases which, at the time of determination,
have leased (whether under one or more Leases) the highest percentages of the
Engines



 24
 






 



and
Equipment described in clause (viii) of the definition of Asset Base,
based on Net Book Value, of all Eligible Engines and Eligible Equipment.


“Total Leverage Ratio”
shall mean the ratio of (i) Total Debt to (ii) Tangible Net Worth.


“Total Adjusted Leverage
Ratio” shall mean the ratio of (i) Adjusted Total Debt to
(ii) Adjusted Tangible Net Worth.


“Total Recourse Debt”
shall mean all Debt of the Willis Companies, excluding Non-Recourse Debt and
the non-recourse portion of Partial Recourse Debt.


“Total Debt” shall
mean all Debt of the Willis Companies including, without limitation,
Non-Recourse Debt, Partial Recourse Debt and Subordinated Debt.


“Transactional User
Entity” is defined in the Regulations for the International Registry.


“Trust Agreement”
shall mean a Trust Agreement in the form and substance attached hereto as Exhibit
D having the Borrower or a wholly owned Subsidiary of the Borrower as the
sole beneficiary, as amended, supplemented or otherwise modified from time to
time.


“Turboprop Engine”
means a gas turbine engine used in aircraft with at least 550 rated shaft
horsepower.


“type” of Loan shall
mean a Base Rate Loan or LIBOR Loan.


“UCC” shall mean the
Uniform Commercial Code of the State of New York as in effect from time to
time, without reference to its conflict of laws provisions and except as to the
perfection or effect of non-perfection of Liens on Collateral which are
governed by the laws of another jurisdiction as provided in the Uniform
Commercial Code of the State of New York.


“Unrestricted
Availability” shall mean, as of any date of determination, the sum of
(i) cash, (ii) cash-equivalents (within the meaning of GAAP and as
set forth on the balance sheet of the Borrower prepared in accordance with
GAAP) with remaining maturities of not more than three (3) months, provided
that in the case of (i) or (ii), such cash or cash-equivalents are held in
deposit or securities accounts in the name of the Borrower and not subject to
control agreements or arrangements in favor of the depositary bank or any third
party, and (iii) the excess of (a) the lesser of the Commitment and
(b) the then current Asset Base (as stated in the most recent Asset Base
Certificate and provided the same is then available to be borrowed against
under this Agreement) over the aggregate outstanding principal amount of the
Loans.


“Unused Commitment”
shall mean as to each Bank, as of any date, the excess, if any, of its
Commitment as of such date over the outstanding principal amount of the Loans
made by such Bank as of such date, and as to all Banks, as of any date, the
excess of (i) the Aggregate Revolving Loan Commitment in effect on such
date, over (ii) the then aggregate outstanding principal amount of all
Loans made by the Banks hereunder, provided that for purposes of
determining any Bank’s Unused Commitment pursuant to Section 2.05, the
aggregate principal amount of Swing Line Loans outstanding shall be zero.


“US Bank Engines”
shall mean CFM56-2C1 Engines with serial numbers 692620 and 692545 financed by
U.S. Bank National Association the principal amount of Debt in respect of which
shall not exceed $3.3 million.



 25
 






 



“USA Patriot Act”
shall mean USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) amending the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq.


“Vendor” shall mean
the Person that sells an Engine or an item of Equipment to the Borrower or an
Owner Trustee.


“Voting Securities”
shall mean with respect to any Person, any ownership interests in or shares of
such Person of a class having general voting power under ordinary circumstances
to elect a majority of the directors or other persons performing similar
functions of such Person (irrespective of whether at the time ownership
interests in or shares of any other class or classes shall or might have voting
power by reason of the happening of any event or contingency).


“WEF” shall mean WEST
Engine Funding LLC f/k/a Willis Engine Funding LLC, a Delaware limited
liability company and a wholly-owned Subsidiary of WEST.


“WEST Funding Facility”
shall mean the transactions contemplated by (i) that certain Indenture
dated as of August 9, 2005, by and between WEST and Deutsche Bank Trust Company
Americas, as indenture trustee, as supplemented by (ii) that certain
Series A1 Supplement, Series B1 Supplement, Series A2 Supplement and Series B2
Supplement, each dated as of August 9, 2005, (iii) that certain Series A1
Note Purchase Agreement, among the Borrower, WEST and UBS Securities, LLC,
Series B1 Note Purchase Agreement among the Borrower, WEST, Fortis Securities
and HSH, Series A2 Note Purchase Agreement among the Borrower, WEST, Fortis
Securities and HSH, and Series B2 Note Purchase Agreement among the Borrower,
WEST, Fortis Securities and HSH, each dated as of August 9, 2005, (iv) the
Contribution Agreement, (v) that certain Servicing Agreement, dated as of
August 9, 2005 among the Borrower, WEST, WEF and the subsidiaries of WEF party
thereto and (vi) certain other documents and agreements ancillary thereto;
in each of clauses (i), (ii), (iii), (iv), (v) and (vi), as amended,
waived, restated and supplemented from time to time (including without limitation
any such amendments, waivers, restatements and supplements effective on or
prior to the date hereof), copies of which shall be promptly provided to the
Administrative Agent and the Security Agent.


“Welfare Plan” shall
mean an employee welfare benefit plan, as defined in Section 3(l) of
ERISA.


“WEST” shall mean
Willis Engine Securitization Trust, a Delaware statutory trust which is the
sole member of WEF and a wholly-owned Subsidiary of the Borrower.


“WEST Owner Trusts”
shall mean the owner trusts in which WEST or a WEST Subsidiary holds 100% of
the beneficial interest.


“WEST Subsidiaries”
shall mean WEF and each other legal entity owned by WEST or in respect of which
WEST or a WEST Subsidiary holds 100% of the beneficial interest, including the
WEST Owner Trusts.


“Willis Companies”
shall mean the Borrower and its consolidated Subsidiaries.


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.


Section 1.02.          Accounting
Terms.  Any accounting terms used in
this Agreement which are not specifically defined herein shall have the
meanings customarily given thereto in accordance with GAAP.



 26
 






 



All accounting determinations for purposes of determining compliance
with Section 6.11 hereof shall be made in accordance with GAAP as
in effect on the date of this Agreement and applied on a basis consistent in
all material respects with the Financial Statements delivered to the
Administrative Agent on or before such date. 
The Financial Statements required to be delivered hereunder from and
after the date of this Agreement, and all financial records, shall be
maintained in accordance with GAAP.  If
GAAP shall change from the basis used in preparing the Financial Statements
delivered to the Administrative Agent on or before the date of this Agreement,
the certificates required to be delivered pursuant to Section 5.04
demonstrating compliance with the covenants contained herein shall include
calculations setting forth the adjustments necessary to demonstrate how the
Borrower is in compliance with the financial covenants based upon GAAP as in
effect on the date of this Agreement.


 


Section 1.03.          Other
Definitional Provisions.


(a)           Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the Loan Documents or any certificate or other
document made or delivered pursuant hereto.


(b)           The
words “hereof”, “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement unless otherwise specified.


(c)           References
in this Agreement to any other agreement, document or instrument shall, unless
the context otherwise requires, include such other agreement, document or
instrument as the same may be from time to time amended, modified or supplemented.


(d)           The
words “include” and “including” shall be deemed to be followed by the phrase “without
limitation”.


(e)           All
terms used herein, but not defined herein, that are defined in the Cape Town
Convention shall have the meanings assigned thereto in the Cape Town
Convention.


ARTICLE
II


COMMITMENT,
LOANS, AND COLLATERAL


Section 2.01.          Revolving
Loans; Commitment; Term Loans. 
(a)  Subject to the terms and conditions hereof, including,
without limitation, satisfaction of the conditions set forth in Article IV
hereof, each Bank severally but not jointly agrees to make Revolving Loans
(each, a “Revolving Loan” and collectively, the “Revolving Loans”)
to the Borrower from time to time on any Business Day during the period from
the date of this Agreement up to, but not including, the Commitment Termination
Date (the “Revolver Period”), in an aggregate principal amount at any
one time outstanding up to but not exceeding such Bank’s Commitment less, in
the case of any Bank other than the Swing Line Lender, its Swing Line
Participation Amount (regardless of whether funded), in any then outstanding
Swing Line Loans, and less, in the case of the Swing Line Lender, the aggregate
principal amount of any then outstanding Swing Line Loans. The Revolving Loans
shall be made by the Banks on a pro rata basis,
calculated for each Bank based on its Commitment Percentage (its “Pro Rata
Share”); provided, however, that, without limitation of any
provision hereof, no Revolving Loan shall be made to the Borrower hereunder if
any Default or Event of Default shall have occurred and be continuing or if,
after giving effect thereto and to all other Revolving Loans and all Swing Line
Loans then outstanding and Revolving Loans and Swing Line Loans being made
concurrently therewith, the aggregate outstanding principal



 27
 






 



amount of all Loans to the Borrower would exceed the lesser of
(x) the amount of the Asset Base determined in accordance with the
definition thereof or (y) the aggregate Commitments of all Banks (the “Aggregate
Revolving Loan Commitment”). 
Notwithstanding the foregoing, the Aggregate Revolving Loan Commitment
may be increased at the election of the Borrower and with the sole consent of
the Agents to not more than two hundred fifty million ($250,000,000) Dollars at
any time prior to the Commitment Termination Date through (x) new
Commitments from financial institutions which are not “Banks” on the date
hereof and which are acceptable to the Borrower and the Agents, and
(y) increased Commitments from any existing Bank or Banks, and, in any
such event, Schedule 1.01(a) hereto shall be amended by the
Administrative Agent without the consent of the Banks to reflect such increase
in Commitment and Commitment Percentages by notice from the Administrative
Agent to the Banks and  the
Banks’ Commitment Percentages shall be adjusted to reflect such increased
Aggregate Revolving Loan Commitment and any repayments of principal of
outstanding Loans which shall be required to be made to Lenders in order to
reflect their revised Commitment Percentages of outstanding Loans shall be made
concurrently with the effectiveness of such new or increased Commitments.


(b)           Subject
to the terms of this Agreement, the Borrower may borrow, repay and reborrow
amounts in respect of Revolving Loans available under the Commitment during the
Revolver Period.


(c)           The
Revolving Loans made on each Borrowing Date pursuant to this Section 2.01
may, on and subject to the terms and conditions of this Agreement, be Base Rate
Loans or LIBOR Loans (each being referred to in this Agreement as a “type” of
Loan) as specified in the relevant Notice referred to in Section 2.02
hereof; provided, however, that subject to the terms of this
Agreement, the Borrower may Convert Loans of one type into Loans of the other
type or Continue Loans, all as hereinafter provided.


(d)           The
principal amount of any repayment of Revolving Loans during the Revolver Period
shall be deemed available for borrowing hereunder during the Revolver Period,
subject to the limitations set forth in subsection (a) of this Section 2.01,
and shall otherwise be governed in all respects by the other terms and
conditions of this Agreement.


(e)           On
the Commitment Termination Date, and provided that no Event of Default shall
then exist, each Revolving Loan then outstanding shall be converted to a term
loan (each such term loan, individually, a “Term Loan” and collectively,
the “Term Loans”).  All Term Loans
so created shall amortize in accordance with Section 2.07 and shall
mature and be payable in full on the Term Loan Maturity Date.  Once a Term Loan or any portion thereof has
been repaid, it may not be re-borrowed. The Term Loans may, on and subject to
the terms and conditions of this Agreement, be Base Rate Loans or LIBOR Loans
as specified in the relevant Notice referred to in Section 2.02
hereof; provided, however, that subject to the terms of this
Agreement, the Borrower may Convert Loans of one type into Loans of the other
type or Continue Loans, all as hereinafter provided.


Section 2.02.          Notices.  (a)  The Borrower shall give the
Administrative Agent written Notice in substantially the form of Exhibit C
hereto (i) of each borrowing of a Revolving Loan (ii) each Continuation of
a LIBOR Loan, (iii) of each Conversion and prepayment of a Loan,
(iv) of the termination of the Commitment and (v) in the case of the
borrowing, prepayment or Continuation of a LIBOR or Conversion of a Base Rate
Loan into a LIBOR Loan, of the duration of each Interest Period applicable
thereto.  If, based on the last Asset
Base Certificate provided to the Banks, the outstanding principal amount of the
Loans, after giving effect including the Loans being requested pursuant to the
Notice, shall exceed the amount of the Asset Base as set forth in such
Certificate, then the Notice for a Loan shall be accompanied by an Asset Base
Certificate, dated as of the requested Borrowing Date, and signed by an
Authorized Financial Officer. The Notice shall contain a certification from an
Authorized Financial Officer of compliance with this Section 2.01(a)
after giving effect to any requested Loan and after taking into account any
Engines or Equipment to be acquired with the proceeds of such Loan.  Each



 28
 






 



such Notice shall be irrevocable and shall be effective with respect to
a Revolving Loan only if received by the Administrative Agent, for a Base Rate
Loan, no later than 2:00 p.m., New York City time, at least one Business
Day prior to the proposed date of the borrowing, prepayment or Conversion of
the Loan designated in the Notice or, for a LIBOR Loan, at least three (3)
Business Days prior to the proposed date of the borrowing (or Continuation),
prepayment or Conversion of the Loan designated in the Notice. The Borrower may
not request more than three (3) Revolving Loans in any week.


(b)           Each
such Notice of a borrowing (or Continuation), prepayment or Conversion shall
specify (a) the amount and type of Loan to be borrowed (or Continued),
prepaid or Converted and (b) the date of such borrowing (or Continuation),
prepayment or Conversion (which shall be a Business Day.  Each such Notice of the duration of an
Interest Period shall specify the Loans to which such Interest Period is to
relate.  If the Borrower fails to give a
Notice of borrowing to Continue any LIBOR Loan as a LIBOR Loan at least three
(3) Business Days prior to the end of the then current Interest Period, such
Loan shall automatically be Converted into a Base Rate Loan on the last day of
the then current Interest Period.  If the
Borrower shall elect to borrow or Continue a LIBOR Loan but shall fail to specify
the duration of the Interest Period therefor, the Interest Period therefor
shall be one (1) month. Each Notice for a Revolving Loan shall be for a single
interest rate option. There shall be no more than five LIBOR Loans outstanding
at any time.


(c)           Upon
receipt of a Notice, and provided the conditions precedent in this Agreement
for the making of Revolving Loans shall then be satisfied, the Administrative
Agent shall promptly notify each Bank of such request for a Revolving Loan.


Section 2.03.          Borrowing
of Revolving Loans. 
(a)  Upon the satisfaction by the Borrower of the applicable
conditions set forth in Section 2.02 and Article IV hereof,
the Banks shall make the Revolving Loans requested by the Borrower on the
applicable Borrowing Date in accordance with subsection (b) of this Section 2.03.


(b)           By
no later than 1:00 p.m., New York City time, on each Borrowing Date, each Bank
shall make available the respective amount of the Revolving Loan to be made by
it on such date by depositing the proceeds thereof, in immediately available
funds, with the Administrative Agent at its Principal Office or at such other
place as directed by the Administrative Agent in writing, and the
Administrative Agent shall pay over such funds, upon the Administrative Agent’s
receipt of the documents required under Article IV hereof with
respect to such Loans, (i) to an account of the Borrower maintained with
the Administrative Agent at its Principal Office or (ii) on instructions
from the Borrower to the Administrative Agent in the Notice related to such
Loan, by transmitting such amount to such other account as the Borrower shall
have designated in such Notice.


Section 2.04.          Swing
Line Commitment. (a) Subject to the terms and conditions hereof,
including, without limitation, satisfaction of the conditions set forth in Article IV
hereof, the Swing Line Lender agrees to make swing line loans (each, a Swing
Line Loan” and, collectively, the “Swing Line Loans”) to the
Borrower from time to time on any Business Day during the Revolver Period in an
aggregate principal amount at any one time outstanding up to but not exceeding
the Swing Line Commitment; provided, however, that, without
limitation of any provision hereof, no Swing Line Loan shall be made to the
Borrower hereunder if any Default or Event of Default shall have occurred and
be continuing or if, after giving effect thereto and to all other Revolving
Loans and all Swing Line Loans then outstanding and Revolving Loans and Swing
Line Loans being made concurrently therewith, the aggregate outstanding
principal amount of all Loans to the Borrower would exceed the lesser of
(x) the amount of the Asset Base determined in accordance with the
definition thereof (but without giving effect to any Engines or Equipment being
acquired with the proceeds of any Swing Line Loan or being added to the Asset
Base concurrently therewith) or (y) the Aggregate Revolving Loan
Commitment.



 29
 






 



(b)           Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow amounts in respect of
Swing Line Loans available under the Swing Line Commitment during the Revolver
Period, provided that proceeds of Swing Line Loans may not be used to
refinance outstanding Swing Line Loans. 
Swing Line Loans shall be solely Base Rate Loans.


 


(c)           The
principal amount of any repayment of Swing Line Loans during the Revolver
Period shall be deemed available for borrowing hereunder during the Revolver
Period, subject to the limitations set forth in subsection (a) of this Section 2.04,
and shall otherwise be governed in all respects by the other terms and
conditions of this Agreement. Subject to subsection (d) of this Section 2.04,
each Swing Line Loan shall be due and payable in full on the earliest of: (x)
the end of the Revolver Period, (y) the date of making of any Revolving Loans
by the Banks or (y) the last Business Day of any week, unless such Swing Line
Loan shall then have been outstanding less than four (4) Business Days, in
which event payment shall be due on the one week anniversary of the making of
such Swing Line Loan or, if such anniversary shall not be a Business Day, on
the immediately succeeding Business Day.


(d)           The
Borrower shall request a Swing Line Loan by notifying the Swing Line Lender of
such request by telephone not later than 2:00 p.m., New York City time (which
request shall be confirmed by a Notice provided in accordance with Section
2.02 by no later than 4:00 p.m., New York city time on such date), on the
proposed Borrowing Date.  Each such
notice shall be irrevocable, shall constitute a request for a Swing Line Loan
on such date (which shall be a Business Day) and shall specify amount of the
requested Swing Line Loan. The Swing Line Lender shall make each Swing Line
Loan available to the Borrower by means of a credit to the Borrower’s general
deposit account with the Swing Line Lender on the requested date of such Swing
Line Loan. The Borrower may not request more than one (1) Swing Line Loan in
any week.


(e)           The
Swing Line Lender, at any time and from time to time in its sole discretion may,
on behalf of the Borrower (which hereby irrevocably directs the Swing Line
Lender to act on hits behalf), on one Business Day’s notice given by the Swing
Line Lender to each Bank no later than 2:00 p.m., New York City time, request
each Bank to make, and each Bank hereby agrees to make, a Revolving Loan in an
amount equal to such Bank’s Commitment Percentage of the then aggregate
outstanding principal amount of the Swing Line Loans. Each Bank shall make the
amount of such Revolving Loan available to the Swing Line Lender at the
Principal Office of the Administrative Agent in immediately available funds by
not later than 12:00 p.m., New York City time, one (1) Business Day after the
date of such notice. The proceeds of such Revolving Loans shall be applied by
the Swing Line Lender to repay the outstanding Swing Line Loans.


(f)            If,
prior to the time a Revolving Loan would otherwise have been made pursuant to
preceding subsection (e) or otherwise pursuant to this Agreement, a Default or
Event of Default shall exist or any of the conditions precedent to making
Revolving Loans under this Agreement shall not be satisfied, then each Bank
shall, on the date such Revolving Loan was to have been made pursuant to
subsection (e) or otherwise pursuant to this Agreement, purchase an undivided
participating interest in an amount equal to its Commitment Percentage times
the aggregate outstanding principal amount of Swing Line Loans then outstanding
(the “Swing Line Participation Amount”) for cash in immediately
available funds by making such amount available to the Swing Line Lender at the
Principal Office of the Administrative Agent by not later than 12:00 p.m., New
York City time on the date on which such amounts would otherwise have been
payable pursuant to subsection (e).


(g)           Whenever,
at any time after the Swing Line Lender has received from any Bank such Bank’s
Swing Line Participation Amount, the Swing Line Lender receives any cash
payment on account of the Swing Line Loans covered by such Swing Line
Participation Amount, the Swing Line Lender will distribute to such Bank its
pro rata share of such payment (appropriately adjusted, in the case of interest



 30
 






 



payments, to reflect the period of time during such Bank’s Swing Line
Participation Amount was outstanding and funded); provided, however,
that in the event any cash payment received by Swing Line Lender and paid to
the Banks is required to be refunded, each Bank will promptly following notice
from the Swing Line Lender to such effect, return such amount to the Swing Line
Lender.


 


(h)           Each
Bank’s obligation to make Revolving Loans and to purchase participating
interests pursuant to this Section 2.04 is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Bank or the Borrower may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (ii) subject to
subsection (e) above, the occurrence or continuance of a Default or Event of
Default or the failure of any conditions precedent to making Loans under this
Agreement; (iii) any adverse change in the condition (financial or otherwise)
of the Borrower; (iv) any breach of any Loan Document by the Borrower or any
Subsidiary or Affiliate thereof or by any other Bank or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. Each Bank shall indemnify and hold harmless the Swing Line
Lender from and against any and all losses, liabilities (including liabilities
for penalties), actions, suits, judgments, demands, costs and expenses
resulting from any failure on the part of such Bank to pay, or from any delay
in paying the Agent any amount such Bank is required to pay in accordance with
this Section 2.04 (except in respect of losses, liabilities, actions, suits,
judgments, demands, costs and expenses suffered by the Swing Line Lender
resulting from its own gross negligence or willful misconduct), and such Bank
shall be required to pay interest to the Swing Line Lender from the date such
amount was due until paid in full, on the unpaid portion thereof, at a rate of
interest per annum equal to the Federal Funds Rate payable upon demand by the
Swing Line Lender.


Section 2.05.          Fees.  (a)  So long as the Aggregate
Revolving Loan Commitment is outstanding, the Borrower shall unconditionally
pay to the Administrative Agent, for the benefit of the Banks in accordance
with their respective Commitment Percentages, a non-refundable fee (the “Commitment
Fee”) equal to ***% per annum of the average daily amount of the Unused
Commitment during each calendar quarter (or pro
rata portion thereof for any period of less than a full calendar
quarter).  The Commitment Fee shall be
computed and paid quarterly, in arrears, on the last Business Day of March,
June, September and December in each year and on the Commitment Termination
Date.


(b)           Whether
or not any Loans are made hereunder, the Borrower shall pay the Administrative
Agent, for its own account and for the account of the Banks, in addition to all
other amounts payable by the Borrower hereunder, the agency, upfront and other
fees set forth in the letter agreements dated as of even date herewith between
the Borrower and the Administrative Agent and/or the Security Agent.


Section 2.06.          Conversion
and Continuation of Loans.  Subject
to Sections 2.16 through 2.19, the Borrower shall have the
right to Convert Base Rate Loans into LIBOR Loans, Continue LIBOR Loans and
Convert LIBOR Loans into Base Rate Loans from time to time; provided,
that (a) the Borrower shall give to the Administrative Agent Notice of
each such Conversion or Continuation as provided in Section 2.02,
(b) LIBOR Loans may be Converted or Continued only on the last day of an
Interest Period for such Loans, (c) each Conversion or Continuation shall
be effected by each Bank applying the proceeds of the new Loan to the Loan
being Converted or Continued and (d) no Conversion of Base Rate Loans to
LIBOR Loans and no Continuation of LIBOR Loans shall be permitted if there
shall have occurred a Default or Event of Default.


Section 2.07.          Asset
Base; Prepayments. 
(a)  The Borrower agrees that at no time shall the aggregate
principal amount of the Loans outstanding exceed the amount of the Asset
Base.  In the event that the aggregate
outstanding principal amount of all Loans exceeds the Asset Base, but subject
to Section 7.26(g), the Borrower shall immediately and in any event
within two (2) Business Days either (x)






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



 31
 






 



prepay the Loans in an amount sufficient to reduce the sum of the
aggregate principal amount of the Loans to an amount not greater than the Asset
Base or (y) solely prior to the Commitment Termination Date, pledge to the
Security Agent as secured party pursuant to the Security Agreement additional
Collateral such that, in either case, after giving effect thereto, the Asset
Base shall equal or exceed the outstanding principal amount of all Loans
outstanding.  The Borrower shall use the
property damage and casualty insurance proceeds received as a result of an
Event of Loss with respect to an Engine or item of Equipment included in the
Asset Base to prepay principal and accrued interest thereon, if required to
cause the principal amount of the Loans not to exceed the Asset Base.


 


(b)           In
the event that at any time (i) there shall occur an Event of Loss with
respect to an Engine and/or an item of Equipment, (ii) either the Agents
in the reasonable exercise of their discretion determine that any Engine or
item of Equipment included in the Asset Base no longer meets the eligibility
requirements set forth herein or (iii) the Agents determine that the Asset
Base shall be incorrectly calculated or determined, and in the case of clauses
(ii) and (iii) the Security Agent or Administrative Agent notifies the Borrower
in writing of such occurrence, then the Borrower, within three (3) Business Days
of the date of the occurrence described in clause (i) or the delivery of notice
of the determination described in clause (ii) or (iii), as the case may be,
shall take any of the actions provided in Section 2.07(a) such that
the aggregate principal amount of the Loans outstanding does not exceed the
Asset Base.


(c)           The
Borrower shall deliver an Asset Base Certificate to the Administrative Agent in
connection with any action taken pursuant to Section 2.07(a) or (b)
which shall evidence compliance by the Borrower with the provisions of this
Agreement after giving effect to such prepayment or pledge.


(d)           The
Borrower shall have the right to prepay the Loans from time to time in whole or
in part or permanently reduce or terminate the Aggregate Revolving Loan Commitment,
without premium or penalty; provided, that (i) the Borrower shall
give the Administrative Agent notice of each such prepayment as provided in Section
2.02 hereof, and at least one (1) Business Day’s notice of any reduction or
termination in the Aggregate Revolving Loan Commitment; (ii) in no event may
the Aggregate Revolving Loan Commitment be reduced in less than the minimum
amount of one million ($1,000,000) Dollars or an integral multiple in excess
thereof or to an amount less than the aggregate outstanding principal amount of
the Loans; (iii) partial prepayments shall be made in such amounts as
provided in Section 2.14 hereof; and (iv) the Borrower shall
have paid all compensation and costs, if any, owed to any Bank pursuant to Section 2.19
hereof.


(e)           All
prepayments of the principal amount of the Loans pursuant to this Section 2.07
shall be without premium or penalty, except as provided in Section 2.19
hereof, and such prepayments shall be accompanied by accrued and unpaid
interest on the amount so prepaid.


(f)            In
the event the Aggregate Revolving Loan Commitment is terminated, the Commitment
Termination Date shall be accelerated to the date of such termination and any
Revolving Loans or Swing Line Loans that are outstanding as of such date shall
be converted into Term Loans in accordance with Section 2.01(e).


(g)           All
prepayments of the principal amount of the Loans pursuant to this Section 2.07
shall be applied first to Swing Line Loans, then to other Base Rate Loans and
then to LIBOR Loans.


(h)           Any
release of Collateral in connection with a prepayment in accordance with the
provisions of this Section 2.07 shall be subject to the applicable
provisions of the Loan Documents, including, without limitation, Section 5(a)
of the Security Agreement, Section 6.09 of the Mortgage, Section 22 of the
applicable Beneficial Pledge Agreement, Section 6.09 of the applicable Owner
Trustee



 32
 






 



Mortgage and Section 3.3 of the Leasing Subsidiary Security
Assignments.  The Security Agent, at the
cost and expense of the Borrower, shall cooperate with the Borrower in
effectuating any such release.


Section 2.08.          Use
of Proceeds of Loans.  The Borrower
will use the proceeds of any Loan to be made pursuant hereto for the purchase
or refinancing of Engines and Equipment as contemplated herein, as well as for
working capital and general corporate purposes, subject to Section 2.04.


Section 2.09.          Payment
of Loans.  On the Term Loan Maturity
Date, or if the Borrower elects to prepay all Loans hereunder on an earlier
date pursuant to Section 2.07 on the date of such prepayment, the
Borrower shall pay to the Administrative Agent for the accounts of each of the
Banks the full outstanding principal amount of all of its Loans together with
accrued interest thereon and all other amounts due with respect thereto or
otherwise under this Agreement, the Notes and the Loan Documents, subject to
any required prepayment to be made prior thereto under this Agreement.


Section 2.10.          Interest.  (a) 
Interest shall accrue on the unpaid principal amount of each Loan, for
the period commencing on the date of such Loan until such Loan shall be paid in
full, at the following rates per annum:


(i)            subject to Section 2.10(c)
during such periods as such Loan is a LIBOR Loan, for each Interest Period
relating thereto, the LIBOR Rate for such period plus the Applicable Margin;
and


(ii)           during such periods as such Loan is a
Base Rate Loan, the Base Rate as in effect from time to time plus the
Applicable Margin.


(b)           Notwithstanding
the foregoing, from and after the occurrence and during the continuance of a
Default, the Borrower shall not be permitted to borrow, Convert to or Continue
LIBOR Loans.


(c)           From
and after the occurrence and during the continuance of an Event of Default or
with respect to any amounts which shall not be paid when due, the Borrower
shall pay interest at the applicable Post-Default Rate on its Loans or any
installment of principal thereof, and on any other amount payable by the
Borrower hereunder (including interest to the extent permitted by law), which
interest shall continue to accrue after the filing by or against the Borrower
of a petition for relief in bankruptcy or the commencement by or against the
Borrower of any insolvency proceedings.


(d)           Accrued
interest on each Loan shall be payable in arrears (i) in the case of a
Base Rate Loan, on the last Business Day of each month for which interest is
due (provided that interest on any Swing Line Loan shall be payable on the due
date of such Loan under Section 2.04(c)), (ii) in the case of a
LIBOR Loan, on the last day of the Interest Period therefor, but not less often
than the three month anniversary of such LIBOR Loan, (iii) in the case of
all Loans, on the date on which the same may become payable in full (whether at
stated maturity, by acceleration or otherwise) and (iv) in the case of any
Loan, upon the payment, prepayment or Conversion thereof (but only on the
principal amount so paid, prepaid or Converted); provided, however,
that interest payable at the Post-Default Rate shall be payable from time to
time on demand of the Administrative Agent.


(e)           Anything
in this Agreement or the Notes to the contrary notwithstanding, the obligation
of the Borrower to make payments of interest shall be subject to the limitation
that payments of interest shall not be required to be made to the
Administrative Agent for the account of any Bank to the extent that the Bank’s
receipt thereof would not be permissible under the law or laws applicable to
such Bank limiting rates of interest which may be charged or collected by such
Bank.  Any such payments of interest
which are not made as a result of the limitation referred to in the preceding
sentence shall be made by the



 33
 






 



Borrower to the Administrative Agent for the account of such Bank, if
at all, on the date or dates on which the receipt thereof would be permissible
under the laws applicable to such Bank limiting rates of interest which may be
charged or collected by such Bank.  Any
such payments of interest which are made and should not have been made as a
result of the limitation referred to herein shall be applied first to the
principal outstanding on the Borrower’s Base Rate Loans and then at the end of
the then current Interest Period to LIBOR Loans.


(f)            In
the case of Term Loans (a) any Term Loan which is a LIBOR Loan may, at the
Borrowers’ option, continue the Interest Period assigned to the Revolving Loan
from which it was converted, if such Interest Period would expire after the
Commitment Termination Date and (b) no Term Loan which is a LIBOR Loan may
have an Interest Period extending beyond the Term Loan Maturity Date.


Section 2.11.          Notes.  (a)  The Loans made by each Bank
shall be evidenced by a promissory note made by the Borrower and payable to the
order of each Bank (the “Loan Notes”) in substantially the form of Exhibit E1
hereto, in a maximum principal amount equal to such Bank’s Commitment and
otherwise duly completed, and the Swing Line Loans made by the Swing Line
Lender shall be evidenced by a promissory note made by the Borrower and payable
to the order of the Swing Line Lender (the “Swing Line Note”) in
substantially the form of Exhibit E2 hereto, in a maximum principal
amount equal to the Swing Line Commitment and otherwise duly completed (the
Loan Notes and the Swing Line Note being collectively referred to as the “Notes”).


(b)           The
Borrower hereby authorizes each Bank to make notations of all Loans and all
payments and prepayments made on account of the principal of such Loans and
interest thereon on the schedule attached to its Note or on its regularly
maintained ledger records and all such notations shall, in the absence of
manifest error, be conclusive as to the date and principal amount of such Loan,
the amount of each principal payment thereon, the outstanding balance
thereunder and the interest accrued and paid thereon; provided, however,
that any failure by such Bank to make any such notation shall not limit or
otherwise affect the obligations of the Borrower hereunder or under the Notes
in respect of the Loans.


Section 2.12.          Payments.  (a)  All payments of principal,
interest, fees and other amounts payable by the Borrower hereunder shall be
made in Dollars, in immediately available funds, to the Administrative Agent
for the account of the Banks, pro rata,
at the Principal Office of the Administrative Agent no later than 2:00 p.m.,
New York City time, on the dates on which such payments shall become due.  Except as provided in clause (i) to the
definition of “Interest Period” set forth in Section 1.01 hereof,
payments which are due on a day which is not a Business Day shall be payable on
the first (1st) Business Day thereafter and interest shall continue to accrue,
and shall be payable for any principal so extended, in each case for the period
of such extension.  Each such payment
made after such time on such dates shall be deemed to have been made on the
next succeeding Business Day and interest shall accrue thereon
accordingly.  All payments received by
the Administrative Agent for the account of the Banks hereunder shall be
applied first, to pay all fees, expenses and other amounts then due and payable
hereunder, second, to pay accrued and unpaid interest on the Loans and third,
to repay the outstanding principal balance of the Loans; provided, that
after the occurrence of an Event of Default such payments shall be applied in
such order and to such amounts as the Administrative Agent shall in its sole
discretion determine.  The Administrative
Agent shall promptly remit in immediately available funds to each Bank its pro rata share of all such payments
received by the Administrative Agent hereunder for the account of such Bank.


(b)           The
Borrower hereby authorizes the Administrative Agent to set off or charge any
account at the Administrative Agent which is maintained by the Borrower or over
which the Administrative Agent has control with the amount of all payments to
be made hereunder and under the Loan Documents, including all fees and
expenses, as and when such payments are due. The



 34
 






 



Administrative Agent’s failure to deliver any bill, statement or
invoice with respect to amounts due under this Section or under any Loan
Document shall not affect the Borrower’s obligation to pay any installment of
principal, interest or any other amount under this Agreement when due and
payable.


(c)           The
Borrower shall maintain at least one demand deposit account with the
Administrative Agent for purposes of this Agreement.  The Borrower authorizes the Administrative
Agent to deposit into said account all amounts to be advanced to the Borrower
hereunder.  Further, the Borrower
authorizes the Administrative Agent (but the Administrative Agent shall not be
obligated) to deduct from said account, or any other account maintained by the
Borrower at the Administrative Agent, any amount payable hereunder on or after the
date upon which it is due and payable. 
Such authorization shall include but not be limited to amounts payable
with respect to principal, interest, fees and expenses.


Section 2.13.          Computations.  Interest on all Loans, the Commitment Fee and
any other amounts payable hereunder or under the Notes or in connection
herewith or therewith shall be computed on the basis of a 360-day year and
actual days elapsed.


Section 2.14.          Minimum
Amounts of Borrowings and Prepayments. 
Except for borrowings which exhaust the remaining amount of the
Aggregate Revolving Loan Commitment or prepayments which prepay the Aggregate
Revolving Loan Commitment in full, each borrowing and voluntary prepayment of a
Loan and each Conversion or Continuation of a Loan shall be in an amount at
least equal to one hundred fifty thousand ($150,000) Dollars in the case of
Base Rate Loans, and three million ($3,000,000) Dollars (and in integral
multiples of one hundred thousand ($100,000) Dollars in excess thereof) in the
case of LIBOR Loans.


Section 2.15.          Additional
Costs.  (a)  In the event that compliance by any Bank with
any future request or directive (whether or not having the force of law) made
or issued after the date hereof or any Regulatory Change (including for the
purposes of this Section 2.15, any law, rule, regulation or
guidelines adopted at any time, whether or not such law, rule, regulation or
guidelines was in effect on or prior to the date hereof, pursuant to or arising
out of the June 2004 Report of the Basel Committee on Banking Supervision
entitled “International Convergence of Capital Measurement and Capital
Standards: A Revised Framework” and any amendments thereto or other or
subsequent report of the Basel Committee) shall (i) change the basis of
taxation of any amounts payable to such Bank under this Agreement or the Notes
in respect of any Loans (other than taxes imposed on the overall net income of
such Bank for any such Loans by the United States of America or the
jurisdiction in which such Bank has its principal office or in which its
Lending Office is located); (ii) impose or modify any reserve, Federal
Deposit Insurance Corporation premium or assessment, special deposit or similar
requirements relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Bank; or (iii) impose any
other conditions affecting this Agreement or the Notes in respect of Loans (or
any of such extensions of credit, assets, deposits or liabilities); and the
result of any event referred to in clause (i), (ii) or (iii) above shall be to
increase such Bank’s costs of making or maintaining any Loans or its
Commitment, or to reduce any amount receivable by such Bank hereunder in
respect of any Loans or its Commitment (such increases in costs and reductions
in amounts receivable are hereinafter referred to as “Additional Costs”),
then the Borrower shall pay to such Bank from time to time as specified by such
Bank, additional commitment fees or other amounts which shall be sufficient to
compensate such Bank for such Additional Costs, together with interest on each
such amount which is not paid within thirty (30) days after demand by such
Bank, payable at the Post-Default Rate, but not for a period prior to such
demand of more than forty-five (45) days.


(b)           Each
Bank agrees that it will use reasonable commercial efforts to notify the
Borrower of any event of which it has knowledge that will entitle such Bank to
receive a payment in respect of an Additional Cost and to deliver a certificate
of a responsible officer of such Bank setting forth (i) the



 35
 






 



Regulatory Change that is the basis for the
claim, (ii) the amount or amounts 
necessary to compensate such Bank for such Additional Cost and (iii)
reasonable detail of the calculations of the amount necessary to compensate
such Bank for such Additional Cost.  All
determinations, estimates, assumptions, allocations, and the like required for
the determination of such amount or amounts shall be made by each Bank, in good
faith, but a Bank’s judgment thereon shall be conclusive and binding upon
Borrower absent manifest error or willful misconduct. Any failure by any Bank
to comply with this subparagraph shall not relieve the Borrower from its
obligations under the Loan Documents.


Section 2.16.          Limitation
on Types of Loans.  Anything herein
contained to the contrary notwithstanding, if, on or prior to the determination
of an interest rate for any LIBOR Loans for any Interest Period therefor:


(a)           the
Administrative Agent reasonably determines (which determination shall be conclusive)
that, by reason of any event affecting the money markets in the United States
of America or the London interbank market, quotations of interest rates for the
relevant deposits are not being provided in such markets in the relevant
amounts or for the relevant maturities for purposes of determining the rate of
interest for such Loans under this Agreement; or


(b)           the
Administrative Agent reasonably determines (which determination shall be
conclusive) that by reason of any event affecting money or financial markets in
the United States of America or the London interbank market, rates of interest
or the cost of making or maintaining loans, the rate of interest referred to in
the definition of “LIBOR” in Section 1.01 hereof upon the basis of
which the rate of interest of any LIBOR Loans for such period is determined
does not accurately reflect the cost to the Banks of making or maintaining such
Loans for such period;


then the Administrative
Agent shall give the Borrower prompt notice thereof, and so long as such
condition remains in effect, the Banks shall be under no obligation to make
LIBOR Loans and the Borrower shall, on the last day(s) of the then current
Interest Period(s) for the outstanding LIBOR Loans, either prepay such LIBOR
Loans in accordance with Section 2.07 hereof or Convert such LIBOR
Loans into Base Rate Loans in accordance with Section 2.18 hereof.


Section 2.17.          Illegality.  Notwithstanding any other provision in this
Agreement, in the event that it becomes unlawful for any Bank to (i) honor its
obligations to make LIBOR Loans hereunder or (ii) maintain LIBOR Loans
hereunder, then such Bank shall promptly notify the Administrative Agent and
the Borrower thereof, and such Bank’s obligation to make or maintain LIBOR
Loans hereunder shall be suspended until such time as such affected Bank(s) may
again make and maintain LIBOR Loans and such Bank’s outstanding LIBOR Loans
shall be converted into Base Rate Loans in accordance with Section 2.18
and Section 2.19 hereof; provided, however, that this
Section 2.17 shall not apply to those other Banks for whom it does
not become unlawful to honor or maintain LIBOR Loans hereunder.


Section 2.18.          Certain
Conversions Pursuant to Section 2.16 and Section 2.17.  If the LIBOR Loans are to be converted pursuant
to Section 2.16 or Section 2.17 hereof, such LIBOR
Loans shall be converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for such LIBOR Loans (or on such earlier date as the
Administrative Agent may specify to the Borrower) and, until the Administrative
Agent gives notice that the circumstances specified in Section 2.16
or Section 2.17 hereof which gave rise to such Conversion no longer
exist:


(a)           to
the extent that such LIBOR Loans have been so Converted, all payments and
prepayments of principal which would otherwise be applied to such LIBOR Loans
shall be applied instead to Base Rate Loans; and



 36














 


(b)           all Loans which would otherwise be
made as LIBOR Loans shall be made instead as Base Rate Loans and all Base Rate
Loans which would otherwise be Converted into LIBOR Loans shall remain as Base
Rate Loans or be prepaid by the Borrower.


Section
2.19.          Indemnification.  The Borrower shall pay to any Bank, upon the
request of such Bank, such amount or amounts as shall compensate such Bank for
any loss, cost or expense incurred by such Bank (as determined by such Bank) as
a result of:


(a)           the payment or prepayment for any
reason whatsoever, or Conversion, of all or part of a LIBOR Loan owed to such
Bank prior to its maturity date on a date other than the last day of an
Interest Period for such LIBOR Loan; or


(b)           any failure by the Borrower to borrow
a LIBOR Loan on the date for such borrowing specified in the relevant Notice
under Section 2.02 hereof.


Such compensation will
include, without limitation, an amount equal to (i) any loss or expense
suffered by such Bank during the period from the date of receipt of such early
payment or prepayment or the date of such Conversion to the last day of such
Interest Period if the rate of interest obtainable by such Bank upon the
redeployment of an amount of funds equal to such payment, prepayment or
Conversion or failure to borrow or Convert is less than the rate of interest
applicable to such Loan for such Interest Period or (ii) any loss or
expense suffered by such Bank in liquidating deposits prior to maturity which
correspond to such payment, prepayment, Conversion, failure to borrow or
failure to Convert.  The determination by
such Bank of the amount of any such loss or expense, when set forth in a
written notice to the Borrower, containing such Bank’s calculation thereof in
reasonable detail, shall be conclusive absent manifest error.


Section
2.20.          Proportionate Treatment.  (a) 
Each borrowing hereunder, other than borrowings of Swing Line Loans,
shall be made from the Banks and each payment of fees under Section 2.05(a)
and Section 2.05(b) hereof shall be made for account of the Banks,
in each case in proportion to their respective Pro Rata Share.


(b)           Each payment and prepayment by the
Borrower of principal of or interest on the Loans, other than principal of or
interest on Swing Line Loans (which shall be made to the Swing Line Lender),
shall be made to the Administrative Agent for the account of the Banks in
proportion to the respective unpaid principal amounts thereof.


(c)           The Commitment and other obligations
of each of the Banks under this Agreement are several and not joint and
several.


Section
2.21.          Proportionate Sharing.  If any Bank other than the Swing Line Lender
shall obtain payment of any principal of or interest on any Loan by any means
(including through the exercise of any right of set-off, banker’s lien or
counterclaim or similar right or otherwise or through the exercise of any right
under any Loan Document), and, as a result of such payment, such Bank shall
have received a greater percentage of the principal or interest then due
hereunder by the Borrower to such Bank than its proportionate share thereof, it
shall promptly purchase participations from such other Banks (or in interest
due thereon, as the case may be) in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the
Banks shall share the benefit of such excess payment (net of any expenses which
may be incurred by such Bank in obtaining or preserving such excess payment) in
proportion to the principal and/or interest on the Loans held by each of the
Banks.  To such end, all the Banks shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.  The Borrower agrees that any



 37
 






 



Bank so purchasing a participation (or direct interest) in the Loans
made by other Banks (or in interest due thereon, as the case may be) may
exercise any and all rights of set-off, banker’s lien, counterclaim or similar
rights with respect to such participation as fully as if such Bank were a
direct holder of Loans in the amount of such participation.  Nothing in this Agreement shall require any
Bank to exercise, or retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of the Borrower.  If under any applicable bankruptcy,
insolvency or other similar law, any Bank receives a secured claim in lieu of a
set-off to which this Section 2.20 applies, such Bank shall, to the
extent practicable, exercise its rights in respect of such secured claim in a
manner consistent with the rights of the Banks entitled under this Section 2.21
to share in the benefits of any recovery on such secured claim.


 


Section
2.22.          Administrative Agent’s
Obligation to Expend Funds; Non-Receipt of Funds by Administrative Agent.  The Administrative Agent shall not be
required to expend any of its own money to make up the full amount of any Loan
requested by the Borrower hereunder, or otherwise incur any expense as a
consequence of the failure of any Bank to make available to the Administrative
Agent its Commitment which the Banks have become obliged to make
hereunder.  Should such a failure occur
and the Administrative Agent shall nevertheless have advanced money of its own
or incurred expense in order to make up the full amount of any such Loan, it
shall be deemed to have done so at the request of any Bank which has so failed
to provide its portion of such Loan, unless such Bank shall have notified the
Administrative Agent in writing by no later than one (1) Business Day prior to
the making of a LIBOR Loan or by 3:00 p.m., New York time, on the Business Day
prior to the making of a Base Rate Loan that it should not make such an advance
or incur such an expense to make good such failure, and in the absence of such
prior notice, such Bank shall be obligated to pay to the Administrative Agent
on demand the amount expended by the Administrative Agent out of its own funds
plus any costs incurred by the Administrative Agent to carry such funds while
such Bank has not provided to the Administrative Agent its portion of such
Loan, all of which shall constitute a loan by the Administrative Agent to such
Bank which shall bear interest from the date of the advance by the
Administrative Agent and during the first three (3) Business Days thereafter at
the Federal Funds Rate plus ***% and thereafter at the Base Rate from day to
day on the Loan with respect to which the advance or expenditure was made.  During the continuance of any such default as
between the Administrative Agent and such Bank, and notwithstanding anything
elsewhere herein to the contrary expressed or implied, the principal amount of
Debt in respect of Loans made by such Bank in default shall be deemed to be
reduced, so long as the default continues by the amount not remitted by it to
the Administrative Agent as described in the preceding sentence and such
principal amount and interest thereon shall be deemed assigned to and
collectible by the Administrative Agent for its own account for application
against the amount of its claim under the preceding sentence.  Notwithstanding the foregoing, in the event
the Administrative Agent shall have made an advance on behalf of a Bank without
prior notice from such Bank not to do so as provided above, the Borrower shall,
on demand from the Administrative Agent, repay to the Administrative Agent the
amount so made available with interest thereon, in respect of each day during
the period commencing on and including the date such advance was so made by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Base Rate plus the Applicable Margin.


Section
2.23.          Change of Lending Office.  Each Bank agrees that, upon the occurrence of
any event giving rise to the operation of Section 2.16, Section 2.17
or Section 11.02 with respect to such Bank, it shall, if requested
by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another Lending Office for any Loans
affected by such event with the object of avoiding the consequences of such
event; provided, that such designation is made on terms that, in the
sole judgment of such Bank, shall not result in any economic, legal or
regulatory disadvantage to such Bank or its Lending Office; provided, further,
that nothing in this Section 2.23 shall affect or postpone any of
the obligations of the Borrower or the right of any Bank pursuant to Section 2.16,
Section 2.17 or Section 11.02.






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



 38
 






 



Section 2.24.          Payments Unconditional/Gross Up.  All payments hereunder and under the Notes
shall be made without set-off or counterclaim and in such amounts as may be
necessary in order that all such payments shall not be less than the amounts
otherwise specified to be paid under this Agreement and the Notes (after
withholding for or on account of (i) any present or future taxes, levies,
imposts, duties or other similar charges of whatever nature imposed by any
government or any political subdivision or taxing authority thereof, other than
any tax (except those referred to in clause (ii) below) on or measured by the
net income of the Banks pursuant to applicable federal, state and local income
tax laws, and (ii) deduction of amounts equal to the taxes on or measured
by the net income of the Banks payable by the Banks with respect to the amount
by which the payments required to be made under this sentence exceed the amounts
otherwise specified to be paid in this Agreement and the Notes).  Each Bank organized under the laws of a
jurisdiction outside the United States of America (a “Foreign Bank”)
shall, on the date it becomes a Bank under this Agreement, provide to the
Borrower and the Administrative Agent a properly completed and executed
Internal Revenue Service Form W-8BEN or Form W-8ECI or other applicable form,
certificate or document prescribed by the Internal Revenue Service of the
United States of America (a “Certificate of Exemption”), certifying that
such Foreign Bank is entitled to receive payments under the Loan Documents
without deduction or withholding of any U.S. federal income taxes.  Each Bank which so delivers a Certificate of
Exemption further undertakes to deliver to the Borrower and Administrative
Agent additional copies of such form (or a successor form) on or before the
date such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or Administrative Agent, in each case certifying that
such Bank is entitled to receive payments under the Loan Documents without deduction
or withholding of any U.S. federal income taxes, unless an event (including any
change in treaty, law or regulation), has occurred prior to the date on which
any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Bank from duly completing and
delivering any such form with respect to it and such Bank advises the Borrower
and Administrative Agent that it is not capable of receiving such payments
without any deduction or withholding of U.S. federal income tax.  If a Foreign Bank does not provide a
Certificate of Exemption to the Borrower and the Administrative Agent within
the time periods set forth in this paragraph, the Borrower shall withhold taxes
required to pay any additional amounts as a result of such withholding; provided,
however, that all such withholding shall cease upon delivery by such
Foreign Bank of a Certificate of Exemption to the Borrower and Administrative
Agent.


 


Section 2.25.          Security.  In order to secure the due payment and performance
by the Borrower of all of the debt, liabilities and obligations, whether
matured or unmatured, direct or contingent, whether or not evidenced by a Note
or any other instrument or document, of the Borrower or any Owner Trustee to
the Agents and the Banks under this Agreement, the Notes or the Loan Documents,
whether now existing or hereafter arising, including, without limitation, the
due and punctual payment of the principal of and the interest (including
interest accruing under the terms hereof during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Notes according to their terms
and effect, and all indemnities, fees, costs and expenses from time to time
payable to any Agent or the Banks under the Loan Documents, including, without
limitation, all costs of administration and enforcement of the Loan Documents,
and all Debt, liabilities and obligations of the Borrower under any Interest
Rate Contracts or Foreign Exchange Contracts with any Bank (all such debt,
liabilities and obligations are hereinafter referred to, collectively, as the “Obligations”),
each Engine Owner shall:


(a)           grant
to the Security Agent a perfected security interest and Lien on, and assign to
the Security Agent, for itself, the other Agents and the Banks, all right,
title and interest of the Borrower and its Subsidiaries (other than WEST and
the WEST Subsidiaries) in and to substantially all of its assets and properties
other than Excepted Collateral, subject to the provisions of Section 2.25),
whether now existing or owned or hereafter acquired, by the execution and
delivery to the Security Agent of a security



 39
 






 



agreement in the form of Exhibit G hereto (as amended,
modified or supplemented from time to time, the “Security Agreement”);


(b)           grant
to the Security Agent a first priority perfected, secured Lien on, and assign
to the Security Agent, for itself, the other Agents and the Banks, all right,
title and interest of the Borrower in and to all “Collateral” (as such term is
defined in the Mortgage) whether now existing or owned or hereafter acquired,
by the execution and delivery to the Security Agent of a mortgage and security
agreement in the form of Exhibit H hereto (as amended, modified or
supplemented from time to time, the “Mortgage”),


(c)           pledge
to the Security Agent all of the issued and outstanding shares of capital stock
of all Subsidiaries directly owned by the Borrower pursuant to a master pledge
agreement in the form of Exhibit I hereto (as amended, modified or
supplemented from time to time, the “Share Pledge Agreement”);


(d)           enter
into beneficial interest pledge agreements to pledge to the Security Agent all
of the Borrower’s right, title and interest in the Beneficial Interest under
each Trust Agreement, each in the form of Exhibit J hereto (each,
as amended, modified or supplemented from time to time, a “Beneficial
Interest Pledge Agreement”);


(e)           cause
each Owner Trustee to enter into an owner trustee mortgage in favor of the
Security Agent in the form of Exhibit K hereto (as amended,
modified or supplemented from time to time, an “Owner Trustee Mortgage”);


(f)            cause
each Owner Trustee to enter into an owner trustee guarantee in the form of Exhibit L
hereto in favor of the Security Agent, guarantying the performance of the
Obligations (as amended, modified or supplemented from time to time, an “Owner
Trustee Guarantee”);


(g)           cause
each Leasing Subsidiary to assign to the Security Agent pursuant to lease
security assignments in the form of Exhibit M hereto all of such
Leasing Subsidiary’s rights under subleases of Engines and Equipment (each, as
amended, modified or supplemented from time to time, a “Leasing Subsidiary
Security Assignment”);


(h)           cause
each Subsidiary (other than WEST and the WEST Subsidiaries) to enter in a
subsidiary guaranty in favor of the Security Agent in the form of Exhibit N
hereto (each, as amended, modified or supplemented from time to time, a “Subsidiary
Guaranty”);


(i)            make
such filings with the FAA, International Registry, the U.S. Patents and
Trademarks Office and otherwise under the UCC as shall be required to perfect
the Lien of the Security Agent with respect to all Collateral under the
Security Documents;


(j)            execute
and deliver or cause to be executed and delivered such other agreements,
instruments and documents as the Security Agent may reasonably require in order
to effect the purposes of the Security Agreement, and this Agreement (the
Security Agreement, the Mortgage, the Custodial Agreement, the Share Pledge
Agreement, each Owner Trustee Mortgage, each Beneficial Interest Pledge
Agreement, each Subsidiary Guaranty, each Owner Trustee Guarantee, the Leasing
Subsidiary Security Assignments, the UCC financing statements, and such other
agreements, instruments and documents are referred to collectively as the “Security
Documents”).


Section 2.26.          Collateral.  Except with respect to Excepted Collateral,
and as otherwise specifically set forth herein or in any other Loan Document,
the Borrower covenants and agrees that any



 40
 






 



Obligations made and outstanding and their repayment at all times shall
be secured by a first priority perfected security interest in all of the
Collateral, provided that in the case of any Owner Trustee which shall have
executed an Owner Trustee Guarantee, Borrower shall not be required to take any
additional steps to create or perfect any security interest in the related
Lease, Engines or Equipment under the laws of the jurisdiction where the lessee
under such Lease is domiciled or where its chief executive office is located,
and provided further that with respect to any Existing Lease Transaction
involving a Lessee (or, in the case of a Lease by a Leasing Subsidiary,
involving a sublessee) domiciled or chief executive office is located in a
non-U.S. jurisdiction, Borrower’s obligations hereunder shall be limited to
those filings, recordings and/or other actions taken and documentation
delivered (or contemplated to be taken or delivered in the future including,
without limitation, as a result of any change in law) in connection with such
Existing Lease Transaction on or prior to the date hereof or pursuant to the
terms hereof, after the date hereof.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES


The Borrower hereby represents
and warrants to each Bank and the Agents that as of the date hereof and as of
each Borrowing Date (except to the extent that any such representation and
warranty expressly refers to an earlier date):


Section 3.01.          Organization.  (a) 
The Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, each of its Subsidiaries
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, as set forth on Schedule 3.01(a), and each
has the power to own its assets and to transact the business in which it is
currently engaged and in which it proposes to be engaged.  Schedule 3.01(a) accurately and
completely lists each Subsidiary of the Borrower and the outstanding
shares of capital stock of or other equity interest in such Subsidiary and the
ownership of such stock or equity interests. 
All of the shares of or other equity interests in the Borrower and each
Subsidiary are validly issued and fully paid and non-assessable and all shares
of or other equity interests in each Subsidiary are owned free and clear of any
Lien, except for the Lien of the Security Agent on behalf of the Agents and the
Banks and Permitted Liens.  Except as set
forth on Schedule 3.01(a), there are not outstanding any warrants,
options, contracts or commitments of any kind entitling any Person to purchase
or otherwise acquire any shares of capital stock of or other equity interests
in the Borrower or any Subsidiary, nor are there outstanding any securities
which are convertible into or exchangeable for any shares of capital stock of
or other equity interests in the Borrower or any Subsidiary.  Except as set forth on Schedule 3.01(a)
hereto, the Borrower has no equity interest in any Person. The Borrower’s
organization number, if any, is set forth on Schedule 3.01(a) hereto.


(b)           The
Borrower and each Subsidiary is in good standing in each jurisdiction in which
it is qualified to do business, which jurisdictions are listed on Schedule 3.01(b)
hereto.  Other than as set forth on Schedule 3.01(b),
there are no jurisdictions in which the character of the properties owned or
proposed to be owned by the Borrower or any Subsidiary or in which the
transaction of the business of the Borrower or any Subsidiary as now conducted
or as proposed to be conducted requires or will require the Borrower or any
Subsidiary to qualify to do business and as to which failure to so qualify
would have, or would reasonably be expected to have, a Material Adverse Effect
on the Borrower or the Willis Companies.


(c)           Schedule 3.01(c)
sets forth a true and complete list of the officers and directors of the
Borrower and of the officers and directors, trustees or managers of each
Subsidiary, each of whom is the duly elected, acting and qualified officer,
director, trustee or manager in the position so indicated.



 41
 






 



 


Section 3.02.          Power,
Authority, Consents.  The Borrower
and each Subsidiary has all requisite corporate, trust or limited liability
company power and authority to execute, deliver and perform the Loan Documents
to which it is a party.  The Borrower and
each Subsidiary has taken all necessary action (corporate, trust, limited
liability company or otherwise) to authorize the borrowing hereunder on the
terms and conditions of this Agreement, and the execution, delivery and
performance of the Loan Documents to which it is a party.  No consent or approval of any Person
(including, without limitation, any stockholder of the Borrower), other than
any such consent or approval a copy of which has been delivered in form and
substance satisfactory to the Administrative Agent, no filing with, action by,
consent or approval of any landlord or mortgagee, no waiver of any Lien or
right of distraint or other similar right and no filing with, action by,
consent, license, approval, authorization or declaration of any Governmental
Authority, bureau or agency, is or will be required in connection with the
execution, delivery or performance by the Borrower or any Subsidiary, or the
validity, enforcement or priority, of the Loan Documents to which it is a party
(or any Lien created and granted thereunder).


Section 3.03.          No
Violation of Law or Agreements.  The
execution, delivery and performance by the Borrower and each Subsidiary of each
Loan Document to which it is a party will not (i) violate or conflict with any
provision of law or any rule or regulation, (ii) violate or conflict with any
provision of the certificate of incorporation or by-laws of the Borrower or the
organizational documents of such Subsidiary, (iii) violate or conflict with or
result in a breach of any order, writ, injunction, ordinance, resolution,
decree, or other similar document or instrument of any court or Governmental
Authority, bureau or agency, domestic or foreign, or create (with or without
the giving of notice or lapse of time, or both) a default under or breach of
any agreement, bond, note or indenture to which the Borrower or such Subsidiary
is a party, or by which it is bound or any of its properties or assets are affected
or (iv) result in the imposition of any Lien of any nature whatsoever upon any
of its properties or assets owned by or used in connection with the business of
the Borrower or any Subsidiary, except for the Liens created and granted
pursuant to the Security Documents.


Section 3.04.          Due
Execution, Validity, Enforceability. 
Each Loan Document executed and delivered by the Borrower or any
Subsidiary has been duly executed and delivered by such Person, and each
constitutes the valid and legally binding obligation of such Person,
enforceable against it in accordance with its terms.


Section 3.05.          Basic
Business.  The basic business of the
Borrower and each of its Subsidiaries is the purchase and leasing of Engines
and Equipment (the “Basic Business”).


Section 3.06.          Properties,
Priority of Liens.  The Borrower and
each Subsidiary has good and marketable title to all of its properties and
assets, including all Engines and Equipment, reflected as being owned by it in
its most recent financial statements, as well as all other assets and
properties acquired subsequent to the date thereof (other than assets and
properties disposed of in the ordinary course of business) free and clear of
any Lien of any nature whatsoever, except (i) the rights of Lessees pursuant to
and to the extent permitted by such Leases and (ii) Permitted Liens.  The Borrower and each Subsidiary has the
right to Quiet Enjoyment under all material leases to which it is a party as a
lessee, all such leases are valid, subsisting and in full force and effect, and
none of such leases is in default, except where such default, either
individually or in the aggregate, would not have a Material Adverse Effect on
the Borrower or the Willis Companies.


Section 3.07.          Judgments,
Actions, Proceedings.  Except to the
extent disclosed on Schedule 3.07, there are no outstanding
judgments against the Borrower or any Subsidiary, nor are there any actions,
suits or proceedings pending before any court or governmental authority, bureau
or agency, with respect to, or, to the best of the Borrower’s knowledge,
threatened against or affecting, the Borrower or any of its Subsidiaries, in
any instance involving claims against the Borrower or its Affiliates, which, if



 42
 






 



adversely determined, would have a Material Adverse Effect on the
Borrower or the Willis Companies.  There
are no actions, suits, proceedings or investigations pending or, to the best of
the Borrower’s knowledge, threatened which place in question the validity or
enforceability of the Loan Documents or which seek to prevent the consummation
of any of the transactions contemplated by the Loan Documents.


Section 3.08.          No
Defaults, Compliance With Laws.  No
Default has occurred and is continuing, and neither the Borrower nor any of its
Subsidiaries is in default under any material agreement, bond, note or
indenture, or under any decree, order or judgment to which it is a party or by
which it is bound, or by which any of the properties or assets owned by it or
used in the conduct of its business is affected, and the Borrower and its
Subsidiaries have complied and are in compliance with all applicable laws,
rules and regulations, including, without limitation, Environmental Laws,
non-compliance with which would be reasonably likely to have a Material Adverse
Effect on the Borrower or the Willis Companies.


Section 3.09.          Burdensome
Documents.  Neither the Borrower nor
any Subsidiary is a party to or bound by, nor are any of the properties or
assets owned by the Borrower or used in the conduct of its business affected by
any agreement, decree, bond, note, indenture, order or judgment which would
have, or would reasonably be expected to adversely affect in any material
respect its ability to conduct business in the ordinary course or to perform
its obligations under the Loan Documents.


Section 3.10.          Financial
Statements.  The Financial Statements
present fairly in all material respects the financial position and results of
operations of the Willis Companies on a consolidated basis, as the case may be,
as of and at the date thereof and for the period then ended, and have been
prepared in accordance with GAAP.  Except
as set forth on Schedule 3.10, the Borrower has no material obligations,
liabilities or commitments, direct or contingent, which are not reflected in
the Financial Statements, including the accompanying footnotes.  There has been no Material Adverse Change in
regard to the Borrower and its Subsidiaries since December 31, 2005.  The fiscal year of the Borrower is the
twelve-month period ending on December 31 of each year.


Section 3.11.          Tax
Returns.  The Borrower and each of
its Subsidiaries has filed on a timely basis all federal, state and local tax
returns required to be filed by it and has not failed to pay any taxes, or
interest or penalties relating thereto, on or before the due dates thereof (as
such due dates may have been extended by valid extensions obtained by the
Borrower or its Subsidiaries) except to the extent that any taxes, interest or
penalties being contested in good faith by appropriate proceedings for which
adequate reserves have been set aside on the books of the Borrower or its
Subsidiaries in accordance with GAAP and which are disclosed in any event on Schedule
3.11. Except as set forth on Schedule 3.11, there are no
waivers in effect or agreements by the Borrower for the extension of time for
the assessment of any tax.  There are no
foreign, federal, state, provincial or local tax liabilities of the Borrower or
its Subsidiaries due or to become due for any tax year ended on or prior to the
date of the Financial Statements, whether incurred in respect of or measured by
income, which are not properly reflected in the Financial Statements, and there
are no claims pending or, to the best of the Borrower’s knowledge, proposed or
threatened against the Borrower or its Subsidiaries for past foreign, federal,
state, provincial or local taxes, except those, if any, as to which proper
reserves are reflected in the Financial Statements.  The Borrower shall provide prompt written
notice of any material tax assessments being contested by it.


Section 3.12.          Intellectual
Property.  The Borrower and each
Subsidiary has the right to use or possesses all necessary patents, trademarks,
trademark rights, trade names, trade name rights, service marks, service mark
rights, and copyrights to conduct its business as now conducted and as proposed
to be conducted, and, to the best of its knowledge, such intellectual property
is without any conflict with the patents, trademarks, trademark rights, trade
names, trade name rights, service marks, service mark rights



 43
 






 



and copyrights of others.  Except
as set forth on Schedule 3.12, none of the foregoing rights of the
Borrower or any Subsidiary have been registered with any Governmental
Authority.


Section 3.13.          Use
of Proceeds.  The Borrower’s uses of
the proceeds of any Loans made by the Banks to the Borrower pursuant to this
Agreement are, and will continue to be, legal and proper corporate uses (duly
authorized by the Borrower’s board of directors) and such uses are and will be
consistent with all applicable laws, statutes and regulations.  No part of the proceeds received from the
Borrower from the Loans will be used directly or indirectly for the purpose of
purchasing or carrying, or for the payment in whole or in part of Debt which
was incurred for the purpose of purchasing or carrying, any margin stock as
such term is defined in Regulation U.


Section 3.14.          Name
Changes.  The name of the Borrower
first set forth above is its true, correct and complete name.  As of the date hereof, except as disclosed on
Schedule 3.14, the Borrower has not, within the five-year period
immediately preceding the date hereof, changed its name, been the surviving
entity of a merger or consolidation, or acquired all or substantially all of
the assets of any Person.


Section 3.15.          Condition
of Assets; Permits; etc.  All of the
assets and properties of the Borrower and each Subsidiary which are reasonably
necessary for the operation of its business are in good working order and
condition, ordinary wear and tear excepted, and are able to perform the
function for which they are currently being used. The Borrower and each
Subsidiary possesses all permits, licenses, consents and approvals of
governmental and regulatory authorities and other Persons necessary to conduct
its business.


Section 3.16.          ERISA/Pension
Plans.  (a)  Neither the Borrower nor any Subsidiary of
the Borrower maintains or contributes to any Benefit Plan other than those
listed on Schedule 3.16.


(b)           Each
Benefit Plan is in substantial compliance with the applicable provisions of
ERISA and the Code and other applicable laws, and neither the Borrower nor any
Subsidiary of the Borrower has received any notice asserting that any Benefit
Plan is not in compliance with ERISA or such provisions of the Code or other
applicable laws.


(c)           Each
Benefit Plan which is intended to be tax-qualified has been determined by the
IRS to be qualified under Section 401(a) of the Code and the regulations
promulgated thereunder and neither the Borrower nor any Subsidiary of the
Borrower knows or has reason to know why each such Benefit Plan should not at
all times continue to be so qualified, and each trust related to such Benefit
Plan has been determined to be exempt from Federal income tax under
Section 501(a) of the Code.


(d)           Neither
the Borrower nor any Subsidiary of the Borrower has engaged in any prohibited
transaction for which an exemption is not available or has not been previously
obtained from the Department of Labor in connection with which the Borrower or
any Subsidiary of the Borrower could be subject to either a civil penalty
assessed pursuant to Section 502(i) of ERISA or tax imposed by
Section 4975 of the Code.


(e)           Neither
the Borrower nor any ERISA Affiliate maintains, sponsors, contributes or is
otherwise obligated to contribute to, or during the three (3) years ending on
the date hereof, has maintained, sponsored, contributed to or was obligated to
contribute to, any Plan.


(f)            No
Welfare Plan which the Borrower maintains, sponsors, contributes to or is obligated
to contribute to, provides or will provide post-retirement benefits, including,
without limitation, death or medical benefits other than (i) coverage mandated
by applicable law, (ii) retirement or death benefits



 44
 






 



under any Plan or (iii) disability benefits under any Welfare Plan
provided for by paid-up insurance or otherwise.


(g)           Neither
the Borrower nor the assets of the Borrower are or are deemed to be “plan
assets” whether by operation of law or under regulations promulgated under
ERISA.


(h)           No
condition exists and no event has occurred which would cause the Borrower to
have any liability under Title IV of ERISA for the termination of or withdrawal
from a Plan.


Section 3.17.          Principal
Place of Business.  Except as
otherwise noted on Schedule 3.17 hereto, the principal place of
business of the Borrower and the Books and Records of the Borrower are and have
been for at least the past five years located at the address indicated for the
Borrower in Section 11.09 or such other location as to which the
Borrower has provided notice pursuant to, and otherwise complied with the
provisions of, Section 7.16.


Section 3.18.          Regulated
Company.  Neither the Borrower nor
any of its Subsidiaries is an “investment company” or a company “controlled” by
an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or  subject to any other law which purports to regulate
or restrict its ability to borrow money or to consummate the transactions
contemplated by the Loan Documents or to perform its obligations hereunder or
thereunder.


Section 3.19.          Debt;
Bank Accounts.  Schedule 3.19
sets forth a true and complete list of all existing Debt for borrowed money of
the Borrower and a list of all bank or other depositary accounts of the
Borrower and each Subsidiary which is a party to the Loan Documents.


Section 3.20.          Solvency.  The Borrower is Solvent prior to, and will be
Solvent after giving effect to, the transactions contemplated by the Loan
Documents and the making of the Loans to be made hereunder.  The capital of the Borrower is adequate for
the business and operations of the Borrower.


Section 3.21.          Material
Contracts.  Schedule 3.21
contains a true, correct and complete list of all of the instruments,
agreements and contracts, the termination, rescission or breach of any of
which, in the reasonable judgment of the Borrower, is likely to have a Material
Adverse Effect on the Borrower or the Willis Companies. The Material Contracts
are in full force and effect and there have been no amendments, modifications
or supplements thereto, except as set forth in such Schedule 3.21,
and neither the Borrower nor any Subsidiary is in default of any of its
obligations, agreements, representations or warranties thereunder which default
would permit the other party or parties thereto to terminate such Material
Contract or exercise other rights or remedies against the Borrower.


Section 3.22.          Leases,
Engines and Equipment.  Each Engine
and item of Equipment included in the Asset Base satisfies, subject to the
first proviso in the definition of “Asset Base,” all of the requirements of an
Eligible Engine or Eligible Equipment, as applicable, in each case as set forth
in the definition thereof in Section 1.01 hereof, and each of the
following is true and correct in respect thereof:


(a)           The
amounts of Rent due under each Lease, as shown on the Borrower’s Books and
Records and on any statement or schedule delivered to the Administrative Agent
in connection therewith, are the true and correct amounts actually owed to the
Borrower and the other Lessors;


(b)           The
Borrower has not and will not enter into any agreement with a Lessee of any
Engine or Equipment which provides, directly or indirectly, for the crediting
of any obligation or liability of the Borrower to such Lessee against future
rentals accruing under the Lease, other than as provided therein.



 45
 






 



(c)           The
Lessor delivered to the Custodian an original counterpart of such Lease;


(d)           The
documents and information delivered to the Administrative Agent pursuant to Article
IV with respect to such Engines, Equipment and Leases have been so
delivered; and


(e)           All
rentals, fees, costs, expenses and charges paid or payable by the Lessee under
any Lease, including without limitation, any brokerage and other fees paid to
the Borrower do not violate any laws relating to the maximum fees, costs,
expenses or charges that can be charged in any jurisdiction in which any Engine
or Equipment is located or in which the corresponding Lessee is located, or in
which a transaction was consummated, or in any other jurisdiction which may
have jurisdiction with respect to any such Engine, Equipment, Lease or Lessee.


Section 3.23.          Cape
Town Convention.  (a)  The
Borrower is: (a) a “Transactional User Entity” (as such term is defined in
the Regulations of the International Registry) and (b) ”situated”, for the
purposes of the Cape Town Convention, in the United States; and has the “power
to dispose” (as such term is used in the Cape Town Convention) of the Engines;


(b)           The
Engines are “aircraft objects” (as such term is defined in the Cape Town
Convention).


(c)           The
Borrower has identified any and all Leases which create International Interests
under the Cape Town Convention (each, a “Cape Town Eligible Lease”), and
has notified the Agents of such Leases, in writing.


(d)           The
payment of principal of and interest on the Notes, and the performance by the
Borrower of its other obligations under the Loan Documents, are “associated
rights” (as such term is defined in the Cape Town Convention) with respect to
the Engines or Turboprop Engines.


Section 3.24.          Full
Disclosure.  Neither the Financial
Statements nor any certificate, opinion, or other statement made or furnished
to the Administrative Agent or the Banks by or on behalf of the Borrower in
connection with this Agreement or the transactions contemplated herein,
contains any untrue statement of a material fact, or omits to state a material
fact necessary in order to make the statements contained therein or herein not
misleading.  There is no fact known to
the Borrower which has, or would in the now foreseeable future have, a Material
Adverse Effect on the business, prospects or condition, financial or otherwise,
of the Borrower or any of its respective properties or assets, which fact has
not been set forth herein, or in the Financial Statements or any certificate,
opinion, or other statement made or furnished to the Administrative Agent.
Notwithstanding anything to the contrary in this Agreement, the Schedules to
this Agreement shall be promptly updated by the Borrower whenever necessary to
reflect events that have occurred which would make the latest Schedules
delivered by the Borrower to the Banks inaccurate or misleading; provided,
however, that no updating of the Schedules shall operate to:  (i) cure a breach of a representation or
warranty previously made by the Borrower or any Guarantor; (ii) modify any
of the covenants or obligations of the Borrower or any Guarantor under any Loan
Document (including any affirmative covenants, negative covenants or financial
covenants); (iii) prevent the occurrence of the disclosed event from
constituting a Default if the occurrence of such event otherwise constitutes a
Default; or (iv) expand the definitions of “Existing Debt” or “Permitted
Liens” allowed under this Agreement.


Section 3.25.          Compliance
with Environmental Laws.  The
operations of the Borrower and each of its Subsidiaries are, and have been at
all times, in full compliance with all Environmental Laws.  None of the operations of the Borrower or any
of its Subsidiaries are the subject of any judicial or administrative
proceeding alleging the violation of any Environmental Laws.  None of the operations of



 46
 






 



the Borrower or any of its Subsidiaries are the subject of any federal
or state investigation evaluating whether the Borrower or any of its
Subsidiaries disposed of any Hazardous Substance at any site that may require
remedial action, or any federal or state investigation evaluating whether any
remedial action is needed to respond to a release of any Hazardous Substance.  Neither the Borrower nor any of its
Subsidiaries has filed any notice under any Environmental Law indicating past
or present treatment, storage or disposal of a Hazardous Substance or reporting
a spill or release of a Hazardous Substance into the environment.  Neither the Borrower nor any of its
Subsidiaries has any contingent liability of which the Borrower has knowledge
or reasonably should have knowledge in connection with any release of any
Hazardous Substance, nor has the Borrower or any of its Subsidiaries received
any written notice or been otherwise made aware of any claim, investigation,
proceeding, action or inquiry from any Governmental Authority or any third
person arising from or pursuant to any Environmental Law (“Environmental
Claim”), or been a party to any such claim, investigation, proceeding or
inquiry, even as a plaintiff or complainant. 
In the event that the Borrower becomes aware of any information
indicating that either (i) any real property owned or leased by the
Borrower is in violation of any Environmental Laws or any Hazardous Substances
are present on such real property in violation of applicable law, or
(ii) the Borrower has been identified in any litigation, administrative
proceedings or investigation as a potentially responsible party for liability
under any Environmental Laws, then the Borrower shall promptly give notice
thereof to the Administrative Agent, and the Banks shall not be required to
make further Revolving Loans under this Agreement until the Borrower establishes
adequate reserves (in the reasonable judgment of the Majority Banks) for any
liability (including cleanup costs) and deliver revised financial statements to
the Banks showing such reserves; provided, however, that no reserve
shall be required for any such liabilities to the extent that they aggregate to
less than $1,000,000.  No Hazardous
Substances are, nor have ever been, used, stored, handled, manufactured,
generated, produced, treated, processed, transferred or disposed on, at or
under any of the properties of the Borrower or any of its Subsidiaries not in
compliance with applicable law.


Section 3.26.          OFAC.  Neither the Borrower, nor any of its
Affiliates, is in violation of (i) any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto, (ii) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001),
issued by the President of the United States (Executive Order Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism) or (iii) the anti-money laundering provisions of the
USA Patriot Act and any other laws relating to terrorism or money laundering.


Section 3.27.          Margin
Stock.  Neither the Borrower nor any
of its Subsidiaries engages, or will be engaged principally or as one of its
important activities in the business of extending credit for the purpose of
purchasing or carrying or trading in any margin stocks or margin securities
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System as amended from time to time).


Section 3.28.          Subsidiaries.  There are no Subsidiaries of the Borrower
other than those listed on Schedule 3.01(a) and, other than any
Special Purpose Financing Vehicle, such Subsidiaries in each case are inactive
corporations and do not conduct any business or operations.  Except as expressly set forth on Schedule 3.01(a),
none of such Subsidiaries owns any assets, is a party to any Leases or has any
Debt.  There are no Special Purpose
Financing Vehicles other than those listed as such on Schedule 3.01(a).
From and after the date hereof, the Borrower shall not be required to update Schedule 3.01(a)
to reflect any new Special Purpose Finance Vehicles, but shall notify the Banks
pursuant to Section 5.15.


Section 3.29.          Control
Agreement.  Except as set forth on Schedule 3.29,
neither the Borrower nor any of its Subsidiaries is a party to any control
agreements or other agreement in favor of any party



 47
 






 



other than the Administrative Agent which permits such party to
exercise control over or, direct the flow of funds of, the Borrower’s deposit
accounts.


Section 3.30.          Depreciation
Policies.  The Borrower’s
depreciation policies with respect to the Engines and the Equipment are as set
forth on Schedule 3.30.  These
policies have been in effect substantially without change since January 1,
1997.


ARTICLE
IV


THE
CLOSING; CONDITIONS TO THE LOANS


Section 4.01.          Conditions
to Closing.  The effectiveness of
this Agreement shall be subject to the fulfillment (to the satisfaction of the
Administrative Agent and the Banks) of the following conditions precedent:


(a)           The
Borrower shall have executed and delivered to the Security Agent, with sufficient
original counterpart copies for each Bank, this Agreement, a Note for each
Bank, the Security Agreement, the Mortgage, and the Share Pledge Agreement.


(b)           The
other parties to the following agreements shall have duly executed and
delivered such agreements: the Owner Trustee Guarantees, the Owner Trustee
Mortgages, the Beneficial Interest Pledge Agreements, and the Leasing
Subsidiary Security Assignment.  Each
Subsidiary other than WEST and the WEST Subsidiaries shall have executed and
delivered a Subsidiary Guaranty.


(c)           The
Borrower shall have delivered to the Administrative Agent the following, each
of which shall be in form and substance satisfactory to the Administrative
Agent:


(i)            a Certificate of the Secretary of
the Borrower dated as of the date hereof certifying (x) that attached thereto
is a true and complete copy of resolutions adopted by its board of directors
authorizing the execution, delivery and performance of the Loan Documents to be
executed by it, (y) that attached thereto is a true and complete copy of its
certificate of incorporation and by-laws and (z) as to the incumbency and
genuineness of the signature of each officer authorized to execute and deliver
Loan Documents; and


(ii)           good standing certificates as of a
date not more than twenty (20) days prior to the date hereof with respect
to the Borrower from the Secretary of State of Delaware and all other
jurisdictions in which the Borrower is qualified to do business, other than
those jurisdictions in which the failure to be so qualified would not have a
Material Adverse Effect on the Borrower or the Willis Companies.


(d)           The
Administrative Agent shall have received favorable written opinions, dated as
of the date hereof, of independent and internal counsel to the Borrower and the
Owner Trustee in each case acceptable to the Administrative Agent, addressed to
the Agents and the Banks (and their respective participants and assigns) and
otherwise in form and substance satisfactory to the Administrative Agent as to
such matters as the Administrative Agent shall determine.


(e)           The
Administrative Agent shall have received a certificate of the chief financial
officer of the Borrower dated as of the date hereof in form and substance
satisfactory to the Administrative Agent confirming the Solvency of the
Borrower and compliance by the Borrower with the provisions of Section 7.26
of this Agreement, accompanied by a detailed calculation thereof.



 48














 


(f)            The
Administrative Agent shall have received a certificate from the chief executive
officer or chief financial officer of the Borrower dated as of the date hereof
certifying that there shall have occurred no Default or Event of Default, that
the Borrower is in compliance with all of its obligations under the Loan
Documents, that all of the representations and warranties set forth in the Loan
Documents shall be true and correct at and as of the date hereof, and to the
effect of the matters set forth in subparagraph (q) hereof.


(g)           The
Administrative Agent shall have received copies of all consents and
authorizations of, permits from or filings with, any Governmental Authority or
other Person required in connection with the execution, delivery, performance
or enforceability of the Loan Documents or any provision thereof and no
material changes in governmental regulations affecting the Borrower, the Agents
or the Banks shall have occurred.


(h)           The
Administrative Agent shall have received, in each case reasonably satisfactory
to it, (i) a certified lien search for the State of Delaware and the State
of California, (ii) an International Registry search with respect to each
Engine; (iii) an FAA search with respect to each Engine and (iv) a Federal
tax lien search with respect to the Borrower and each of its Subsidiaries, and
the Security Agent shall hold a perfected, first priority Lien on all
Collateral.


(i)            UCC
financing statements in recordable form, naming the Security Agent as secured
party and Security Agent for the benefit of the Banks in order to perfect and
preserve the Security Agent’s first priority Lien on the Collateral shall have
been filed in such states in the United States of America as required, in the
judgment of the Administrative Agent, to perfect the Lien of the Security Agent
in all UCC Collateral, and the Lien and International Interest (or Prospective
International Interest) of the Mortgage with respect to the Engines and
Turboprop Engines and Leases with respect thereto owned by the Borrower and
each Subsidiary (other than WEST and the WEST Subsidiaries) as of the date of
this Agreement shall have been registered with the International Registry and
the FAA; provided that if the International Registry does not then
provide as a “drop down” registration category the serial number of any Engine
or Turboprop Engine to be registered, then the Borrower shall register the same
by “free text” notation in the International Registry and shall subsequently
register such Engine or Turboprop Engine in its serial number category as soon
as such registration category is available on the International Registry.  Without limiting the generality of the
foregoing, all filings with the United States Patent and Trademark Office
necessary or desirable to perfect the Security Agent’s Lien on all patents and
trademarks of the Borrower shall have been completed (and the Security Agent
shall have received evidence satisfactory to it of such completion.


(j)            The
following statements shall be true, and the Administrative Agent shall have
received evidence reasonably satisfactory to it (including, with respect to
each Engine and Turboprop Engine which is eligible for registration with the
International Registry, a printout of the “priority search certificate” from
the International Registry showing the Engine Owner’s ownership interest with
respect to such Engine or Turboprop Engine under a contract of sale) with
respect to each Engine or Turboprop Engine and any related Lease included in
the Asset Base to the effect that:


(i)            the applicable Engine Owner has good
title to such Engine or Turboprop Engine and the related Lease, free and clear
of Liens other than Permitted Liens, and the Lien and International Interests
created by the Mortgage; and


(ii)           with respect to each Engine or
Turboprop Engine, the Borrower is in compliance with the applicable
requirements of the Security Agreement and the Mortgage.



 49
 






 



(k)           The
financial institutions party to the Existing Credit Agreement as Banks which
shall not be continuing as Banks under this Agreement (the “Withdrawing
Banks”) shall have executed and delivered pay-off letters in form
satisfactory to the Agents and the Borrower, and the Borrower shall have paid
or shall, simultaneously with the making of the Loans hereunder, pay the amounts
to the Withdrawing Banks required to be paid pursuant thereto.


(l)            The
Administrative Agent shall have received true and complete copies of all
Material Contracts, duly certified in writing by the Borrower.


(m)          There
shall be no pending or threatened suit, action, investigation or other
proceeding which, in the judgment of the Administrative Agent, would or would
be reasonably likely to have a Material Adverse Effect on the Borrower or the
Willis Companies.


(n)           The
Administrative Agent shall have received for itself and for the accounts of the
Banks, all fees, costs and expenses payable by the Borrower, to the extent
payable on or prior to the closing contemplated hereby and under the Loan
Documents and the Borrower shall have executed and delivered the letter
agreement referred to in Section 2.05(b).


(o)           All
matters related to the financial condition, assets, liabilities and
creditworthiness of the Borrower shall be reasonably satisfactory to the Agents
and the Banks.


(p)           There
shall not have occurred any material adverse change in the condition (financial
or otherwise, determined pursuant to GAAP), operations, assets, income or
prospects of the Borrower or its Subsidiaries since December 31, 2005.


Section 4.02.          Conditions
to Each Loan.  The obligation of the
Banks to make Loans hereunder on any Borrowing Date shall be subject to the
fulfillment (to the satisfaction of the Administrative Agent) of the conditions
set forth in Section 4.01 and the following conditions precedent:


(a)           The
Administrative Agent shall have received (i) a Notice relating to the
borrowing of each Loan to be made on such Borrowing Date, (ii) to the
extent required pursuant to Section 2.02(a), an Asset Base Certificate
dated as of such Borrowing Date which shall establish to the satisfaction of
the Administrative Agent that the Asset Base for the Borrower is equal to or
greater than the outstanding principal amount of its Loans after giving effect
to the Loan proposed to be made on such Borrowing Date and taking into account
any Eligible Engines and/or Eligible Equipment to be acquired on such Borrowing
Date with the proceeds of such Loan and (iii) such other documents as
shall be required pursuant to Section 2.02 hereof.


(b)           The
Borrower and its Subsidiaries shall be in full compliance with their covenants,
agreements and conditions in the Loan Documents, each of the representations
and warranties set forth in the Loan Documents shall be true and correct as if
made on and as of such Borrowing Date (except to the extent such representation
and warranty relates specifically to a prior date), and, as of such Borrowing
Date and after giving effect to the Loans to be made on such date and to the
consummation of the transactions contemplated hereby, no Default shall have
occurred and be continuing.  The issuance
by the Borrower of a Notice shall be deemed a representation and warranty by
the Borrower as to the matters referred to in the preceding sentence.


(c)           With
respect to each Engine or item of Equipment which is owned by an Owner Trustee,
or with respect to each Lease to a Lessee domiciled or whose chief executive
office is located in a non-U.S. jurisdiction, which is or is to be included in
the Asset Base on such Borrowing Date, the Security Agent (or the Custodian)
shall have received (x) the documentation (including, without limitation,
the



 50
 






 



Owner Trustee Guarantees, Owner Trustee Mortgages, Trust Agreements and
Beneficial Interest Pledge Agreements) set forth in the definitions of “Eligible
Asset” and “Eligible Lease,” and (y) if the Lease is to proceed on the basis
that the limitation expressed in clause (vi) of the definition of “Asset
Base” is inapplicable because the lessee’s domicile or chief executive office
is excluded from the definition of Accession Jurisdiction, evidence in each instance
in form and substance reasonably satisfactory to the Security Agent of the
basis upon which such domicile or chief executive office is to be excluded from
the definition of “Accession Jurisdiction.” 
With respect to each Head Lease to a Leasing Subsidiary in which the
sublessee is domiciled or whose chief executive office is located in a non-U.S.
jurisdiction, and which is to be included in the Asset Base, the Security Agent
shall have received, if the sublease is to proceed on the basis that the limitation
expressed in clause (vi) of the definition of “Asset Base” is inapplicable
because the sublessee’s domicile or chief executive office is excluded from the
definition of Accession Jurisdiction, evidence in each instance in form and
substance reasonably satisfactory to the Security Agent of the basis upon which
such domicile or chief executive office is to be excluded from the definition
of “Accession Jurisdiction.”


(d)           In
respect of any Owner Trustee which shall not have previously provided such documents
to the Administrative Agent, the Administrative Agent shall have received
(i) a copy of the resolutions of the Board of Directors of the Owner
Trustee, in its individual capacity, certified by the Secretary or an Assistant
Secretary of the Owner Trustee, duly authorizing the execution, delivery and
performance by the Owner Trustee of each of the Loan Documents to which the
Owner Trustee is or will be a party and (ii) an incumbency certificate of
Owner Trustee, as to the persons authorized to execute and deliver the Loan
Documents to which it is or will be a party and the signatures of such person
or persons.


(e)           In
the case of any Engine or Turboprop Engine which is or is to be included in the
Asset Base on such Borrowing Date, the Borrower will have caused a Prospective
International Interest (or International Interest) in such Engine or Turboprop
Engine listing the Security Agent as creditor to be registered with the
International Registry with respect to the Mortgage for such Engine and
Turboprop Engines and shall have caused to be filed with the FAA the Mortgage
or Owner Trustee Mortgage with respect thereto.


(f)            In
the case of any Engine or Turboprop Engine which is or is to be included in the
Asset Base on such Borrowing Date, the following statements shall be true, and
the Administrative Agent shall have received evidence reasonably satisfactory
to it (including, with respect to each Engine or Turboprop Engine which is
eligible for registration with the International Registry, a printout of the “priority
search certificate” (as defined in the Regulations for the International
Registry) from the International Registry relating to the Security Agent’s
International Interest with respect to such Engine or Turboprop Engine) with
respect to such Engine or Turboprop Engine to the effect that:


(i)            the applicable Engine Owner has good
title to such Engine or Turboprop Engine, free and clear of Liens other than
Permitted Liens, and the Lien and International Interests created by the
Mortgage or Owner Trustee Mortgage, as the case may be;


(ii)           the Lien and International Interest
(or Prospective International Interest) of the Mortgage created (or to be
created) with respect to such Engine or Turboprop Engine shall have been
registered with the International Registry and the FAA, and no Lien or
International Interest shall have been registered on the International Registry
or with the FAA prior to such International Interest (or Prospective
International Interest) with respect to such Engine or Turboprop Engine; and



 51
 






 



(iii)          with respect to such Engine or
Turboprop and any related Lease, the Borrower is in compliance with the
applicable provisions of the Security Agreement and the Mortgage;


 


(g)           If
an Engine or Turboprop Engine which is or is to be included in the Asset Base
on such Borrowing Date is subject to a Lease on such Borrowing Date, then the
following statements shall be true, and the Administrative Agent shall have
received evidence reasonably satisfactory to it (including, with respect to
each Cape Town Eligible Lease, a printout of the “priority search certificate”
(as defined in the Regulations for the International Registry) from the
International Registry relating to the Lessor’s interest in and International
Interest with respect to such Engine or Turboprop Engine under such Lease) with
respect to such Engine or Turboprop Engine and the related Lease to the effect
that.


(i)            the applicable Engine Owner has good
title to such Engine or Turboprop Engine and Lease, free and clear of Liens
other than Permitted Liens and the Lien and International Interests created by
the Mortgage and/or Owner Trustee Mortgage;


(ii)           if the Lessee under such Lease is
situated in a Contracting State, the International Interest created by such
Lease shall have been registered with the International Registry, and no
interest shall have been registered on the International Registry prior to the
registration of such International Interest (or Prospective International
Interest) with respect to such Lease, the registration of the International
Interest created by such Lease shall be subordinate to the International
Interest of the Security Agent in the related Engine or Turboprop Engine, and
the assignment (or prospective assignment) of such International Interest by
the Lessor to the Security Agent shall have been registered with the
International Registry; and


(iii)          the Borrower shall have caused
executed originals of the Mortgage or Owner Trustee Mortgage with respect to
such Engine or Turboprop Engine and the Lease to be filed by special counsel in
Oklahoma City, Oklahoma with the FAA.


Notwithstanding the foregoing, but subject to clause (i) of this
subsection (g), if the Mortgage or Owner Trustee Mortgage and/or Lease for any
Engine or Turboprop Engine is not available in Oklahoma City with FAA counsel
on any Borrowing Date, but provided, in the case of a Lease of any Engine or
Turboprop Engine, that the Lessee thereunder is situated in a Contracting
State, the parties hereto agree nevertheless to close on the financing of such
Engine or Turboprop Engine so long as a Prospective International Interest or
International Interest in such Engine or Turboprop and such Mortgage or Owner
Trustee Mortgage and/or Lease has been duly registered in favor of the Security
Agent at the International Registry (with no prior International Interest in
such Engine, Turboprop Engine or Lease having been registered at the
International Registry prior to the registration of such Prospective
International Interest or International Interest in favor of the Security
Agent), in which case the Borrower shall cause the Mortgage or Owner Trustee
Mortgage and/or Lease to be filed with the FAA within three (3) days of such
registration of Prospective International Interest or International Interest.


(h)           The
Borrower shall have caused special counsel in Oklahoma City, Oklahoma, to
deliver to the Administrative Agent, on behalf of the Banks, and the Borrower
an opinion as to the filing with the FAA for recordation of, and the
registration of an International Interest on the International Registry with
respect to, the Mortgage or Owner Trustee Mortgage and/or Lease and the lack of
filing with the FAA of any intervening documents, and the lack of registration
with the International Registry of any intervening interests, with respect to
such Engine, Turboprop Engine and/or Lease, as applicable.


(i)            No
Material Adverse Change shall have occurred since December 31, 2005.


(j)            The
Commitment Termination Date shall not have occurred.



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(k)           All requisite filings of UCC
financing statements shall have been made, and all other required filings and
actions shall have been made and taken, in order to fully perfect the Lien of
the Security Agent on behalf of the Banks on the Collateral.


 


ARTICLE
V



DELIVERY OF FINANCIAL REPORTS,

DOCUMENTS AND OTHER INFORMATION


While the Aggregate Revolving Loan Commitment is outstanding and until
payment in full of the Loans and full and complete performance of all of the
Obligations, the Borrower agrees to deliver to the Administrative Agent and
each of the Banks:


Section 5.01.          Annual
Financial Statements.  Annually, as
soon as available, but in any event no later than ninety (90) days after the
end of each Fiscal Year, the consolidated and consolidating balance sheet of
the Willis Companies as of the end of such year and the prior year in
comparative form, and related statements of operations, shareholders’ equity,
and cash flows for such Fiscal Year and the prior Fiscal Year in comparative
form, each of which shall be in reasonable detail with appropriate notes, and
shall be prepared in accordance with GAAP. 
The consolidated annual financial statements shall be certified (without
any qualification or exception) by KPMG LLP or other independent public
accountants reasonably acceptable to the Administrative Agent.  Such financial statements shall be
accompanied by a report of such independent certified public accountants
stating that, in the opinion of such accountants, such financial statements
present fairly, in all material respects, the financial position, and the
results of operations and the cash flows of the Willis Companies for the period
then ended in conformity with GAAP, except for inconsistencies resulting from
changes in accounting principles and methods agreed to by such accountants and
specified in such report, and that, in the case of such financial statements,
the examination by such accountants of such financial statements has been made
in accordance with generally accepted auditing standards and accordingly
included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and assessing the accounting principles
used and significant estimates made, as well as evaluating the overall
financial statement presentation.  Such
annual financial statements shall be accompanied by a Compliance Certificate in
the form attached hereto as Exhibit G or such other form as the
Administrative Agent shall reasonably request. 
In addition to the annual financial statements, the Borrower shall,
promptly upon receipt thereof, furnish to the Banks a copy of the portion of
each other report or management letter submitted to its board of directors by
its independent accountants in connection with any annual, interim or special
audit made by them of the financial records of the Borrower in which the
Borrower’s accountants give any comment critical of the valuation of, or
controls or procedures related to, the Collateral.


Section 5.02.          Quarterly
Financial Statements.  As soon as
available, but in any event within forty-five (45) calendar days after the
end of each of the first three Fiscal Quarters of each Fiscal Year, the
consolidated and, commencing with the Fiscal Quarter ending March 31, 2007,
consolidating balance sheet and related statements of operations, shareholders’
equity and cash flows of the Willis Companies for such quarterly period and for
the period from the beginning of such Fiscal Year to the end of such Fiscal
Quarter and a corresponding financial statement for the same periods in the
preceding Fiscal Year certified by an Authorized Financial Officer of the
Willis Companies as having been prepared in accordance with GAAP (subject to
changes resulting from audits, year-end adjustments, and the absence of
footnotes).  Such quarterly statement
shall be accompanied by a Compliance Certificate in the form attached hereto as
Exhibit G or such other form as the Administrative Agent shall
reasonably request.


Section 5.03.          No
Default/Compliance Certificate. 
Within forty-five (45) calendar days after the end of each of the first
three Fiscal Quarters of each Fiscal Year and within ninety (90) calendar days



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after the end of each Fiscal Year, a Compliance Certificate signed by
an Authorized Financial Officer of the Willis Companies certifying that, as of
the date of such Certificate, to the best of such officer’s knowledge, after
due inquiry, (i) the Borrower has complied with all covenants, agreements
and conditions in each Loan Document and that each representation and warranty
contained in each Loan Document is true and correct with the same effect as
though each such representation and warranty had been made on the date of such
Certificate (except (A) to the extent such representation or warranty
expressly relates to a specific prior date, in which case the representation
shall be updated by the Borrower to reflect any changes occurring since that
prior date, or (B) to the extent that any events have occurred that
require a change to any Schedule, in which case an updated Schedule will
be delivered by the Borrower in accordance with the requirements of Section 3.24
hereof), and (ii) no event has occurred and is continuing which
constitutes a Default or an Event of Default, or describing each such event and
the remedial steps being taken by the Borrower, as applicable, which Compliance
Certificate shall be accompanied by a detailed calculation in form and
substance satisfactory to the Administrative Agent evidencing compliance with Section 7.26
as at the date of such financial statements.


Section 5.04.          Monthly
Lease Portfolio and Receivables Report. 
As soon as practicable and in any event within 15 days after the
end of each calendar month, the Borrower shall deliver to the Banks a report
listing the Leases of Engines and Equipment in the Asset Base (in form and
substance reasonably satisfactory to the Administrative Agent).


Section 5.05.          Monthly
Asset Base Certificate.  As soon as
available, but in any event within fifteen (15) days after the end of
the immediately preceding calendar month, an Asset Base Certificate of the
Borrower showing, as of the end of such calendar month setting forth, among
other things, the Eligible Engines and Eligible Equipment that are subject to
an Eligible Lease.  The Asset Base
Certificate shall also include a list of all Engines and Equipment acquired by
the Borrower since the date of the last Asset Base Certificate delivered to the
Banks.  The Asset Base Certificate shall
also include any changes to the information contained in Section 1 of Schedule 1
to the Security Agreement.


Section 5.06.          Appraisals.
Within twenty (20) days following the receipt by the Banks of the Asset Base
Certificate covering the last month of a Fiscal Quarter, the Borrower shall
provide the Security Agent with an Appraisal with respect to Eligible Engines
and/or Eligible Equipment added to the Asset Base during the Fiscal Quarter
just ended.  In addition, at least once
per each Fiscal Year, (i) the Borrower shall provide the Security Agent to
retain an Appraiser to conduct an appraisal with respect to all Eligible Engines
and Eligible Equipment included in the Asset Base, and (ii) the Security
Agent may request that an Appraisal be conducted with respect to any Engine or
item of Equipment Off-Lease for more than 365 consecutive days. Each Appraisal
shall assign specific values for the Engines covered thereby.


Section 5.07.          Copies
of Documents.  Promptly upon their
becoming available, copies of any (a) correspondence or notices received
by the Borrower or any Subsidiary from any Governmental Authority which
regulates the operations of the Borrower or any Subsidiary, including as to
environmental matters and Hazardous Substances, relating to an actual or
threatened change or development which would have, or would reasonably be
expected to have, a Material Adverse Effect on the Borrower or the Willis
Companies; (b) written reports submitted to the Borrower by its
independent accountants in connection with any annual or interim audit of the
books of the Borrower made by such accountants; and (c) any appraisals received
by the Borrower or any Subsidiary with respect to its properties or fixed
assets.


Section 5.08.          Notice
of Litigation; Cancellation of Insurance; Resignation or Termination of
Directors or Officers.  Promptly,
notice in writing of (i) any litigation, legal proceeding or dispute,
other than disputes in the ordinary course of business or, whether or not in
the ordinary course of business,



 54
 






 



involving amounts, individually or in the aggregate, in excess of
$2,500,000, affecting the Borrower or any Subsidiary as a defendant, whether or
not fully covered by insurance, and regardless of the subject matter thereof,
or, if no monetary amounts are claimed in connection therewith, which
proceeding or dispute, if determined or resolved against the Borrower or any
Subsidiary is reasonably likely to have a Material Adverse Effect on the
Borrower or the Willis Companies, (ii) any cancellation or threatened
cancellation by any insurance carrier of any insurance policy or policies
carried by the Borrower or by any of its Subsidiaries on the assets and
properties of the Borrower or any Subsidiary or (iii) any resignation or
termination of any director or executive or senior officer of the Borrower.


Section 5.09.          Notices
in Regard to Asset Base Assets. 
Promptly, and in any event within one (1) Business Day of when the
Borrower becomes aware or, in the exercise of reasonable due diligence should
have become aware of the same, notice in writing in the event that at any time
the outstanding principal amount of the Loans to the Borrower shall exceed the
amount of the Asset Base, and promptly, and in any event within five (5)
Business Days, notify in writing the Administrative Agent of any material
damage to or other Event of Loss with respect to any Eligible Engine or
Eligible Equipment.


Section 5.10.         
ERISA.  Promptly, notice in
writing upon the Borrower’s receipt of any notice from the PBGC or from any
other party that (i) the PBGC has instituted proceedings to terminate (or
appoint a trustee to administer) any Plan, or (ii) the Borrower has or
would reasonably be expected to have liability with respect to a Plan, Benefit
Plan or other pension plan.


Section 5.11.          Other
Notices.  Promptly upon the earlier
of the date on which the Borrower becomes aware or, in the exercise of
reasonable due diligence should have become aware of the same, notify the
Administrative Agent (or, in the case of (f) below, the Security Agent) by
telephone (to be confirmed within three calendar days in writing from the
Borrower to each Bank) of the occurrence of any of the following:


(a)           any
Default;


(b)           any
default or event of default under any contract or contracts and the default or
event of default involves payments by the Borrower in an aggregate amount equal
to or in excess of $2,500,000;


(c)           a
default or event of default under or as defined in any evidence of or
agreements for any Debt for borrowed money under which the Borrower’s liability
is equal to or in excess of $2,500,000, individually or in the aggregate,
whether or not an event of default thereunder has been declared by any party to
such agreement or any event which, upon the lapse of time or the giving of
notice or both, would become an event of default under any such agreement or
instrument or would permit any party to any such instrument or agreement to
terminate or suspend any commitment to lend to the Borrower or to declare or to
cause any such indebtedness to be accelerated or payable before it would
otherwise be due;


(d)           any
change in any Regulation, including, without limitation, changes in tax laws
and regulations, which would have a Material Adverse Effect on the Borrower or
the Willis Companies;


(e)          any litigation,
administrative proceeding, investigation, business development, or change in
financial condition which could reasonably have a Material Adverse Effect on
the Borrower or the Willis Companies;


(f)           any instance in
which Engines or Equipment are operated (x) on routes with respect to
which it is customary for air carriers flying comparable routes to carry
confiscation or expropriation insurance or (y) in any area designated by
companies providing such coverage as a recognized or



 55
 






 



threatened
war zone or area of hostilities or an area where there is a substantial risk of
confiscation or expropriation; and


(g)          any “Early
Amortization Event,” Event of Default or “Servicer Termination Event” (as such
terms are defined in the WEST Funding Facility) under the WEST Funding
Facility..


Section 5.12.          Material
Contracts.  Promptly upon receipt
thereof or concurrently with delivery thereof by the Borrower, as the case may
be, copies of any correspondence, requests, reports, statements, claims,
consents, notices or other documents of any kind received or sent by the
Borrower under or with respect to any Material Contract which evidence or
relate to an event or circumstance which would have, or would reasonably be
expected to have, a Material Adverse Effect on the Borrower or the Willis
Companies.


Section 5.13.          Securities
and Other Reports.  Promptly upon the
filing thereof with the SEC one copy of each financial statement, report,
notice or proxy statement sent by the Borrower to stockholders generally, and,
a copy of each regular or periodic report, and any registration statement, or
prospectus in respect thereof, filed by the Borrower with any securities exchange
or with federal or state securities and exchange commissions or any successor
agency.


Section 5.14.          Copies
of Changes.  Subject to the
prohibitions set forth in Section 7.15 hereof, promptly deliver to
the Administrative Agent copies of any material amendments, modifications or
supplements to (i) certificate of incorporation or by-laws, (ii) any
Material Contract and (iii) the WEST Funding Facility, certified, with
respect to the certificate of incorporation, by the appropriate state
officials, and, with respect to the other foregoing documents, by the secretary
or assistant secretary of the Borrower.


Section 5.15.          Post-Closing
Covenant.      (a) Not later than
thirty (30) days after the date hereof, Appraisals from the Appraiser regarding
the Engine and Equipment portfolio, in form and substance reasonably
satisfactory to the Agents and (b) not later than two weeks after the date
hereof, deliver to the Administrative Agent a favorable written opinion of
independent counsel to the Borrower acceptable to the Administrative Agent,
addressed to the Agents and the Banks (and their respective participants and
assigns) and otherwise in form and substance satisfactory to the Administrative
Agent, as to creation and perfection of the Lien of the Security Agent on UCC
Collateral and required governmental approvals and consents from the State of
California.


Section 5.16.          Other
Information.  Promptly after a
request therefor, such other information as to the business, affairs, financial
condition or information evidencing compliance with the requirements of this
Agreement, the Notes and the other Loan Documents, and such other data and
information of any nature relating to the Borrower or any Subsidiary as either
the Administrative Agent, the Security Agent or the Majority Banks may
reasonably request from time to time including, without limitation, the
Borrower’s projections for the upcoming Fiscal Year.


ARTICLE
VI



AFFIRMATIVE COVENANTS


While the Aggregate Revolving Loan Commitment is
outstanding and until payment in full of the Loans and full and complete
payment and performance of all of the Obligations, the Borrower agrees that it
shall, and shall cause its Subsidiaries to:



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Section
6.01.          Books and Records.  Keep proper books of record and account in
which full, true and correct entries in all material respects shall be made of
all dealings or transactions in relation to its business and activities and
maintain accounts and reserves in accordance with GAAP, for all taxes
(including income taxes), all depreciation, depletion, obsolescence and
amortization of its properties, all contingencies, and all other reserves, and
maintain all of its Books and Records at the address set forth in Section 3.17,
and shall maintain books and records at all times in accordance with GAAP.


Section 6.02.          Certain
Subsidiaries.  Within five (5) days
after the establishment of a Subsidiary to facilitate securitizations, notify
the Banks (which notice shall be in writing and specify the name and
jurisdiction of organization of such Subsidiary) of such establishment.


Section 6.03.          Placards.  Affix and maintain or use its best efforts to
cause each Lessee under a Lease to affix to and maintain on the Eligible
Engine(s) or item(s) of Eligible Equipment (other than Eligible Parts) a
placard bearing an inscription substantially in the form of “THIS ENGINE IS
OWNED BY WILLIS LEASE FINANCE CORPORATION, OR AN AFFILIATE, AND IS SUBJECT TO A
FIRST PRIORITY SECURITY INTEREST IN FAVOR OF ONE OR MORE FINANCIAL INSTITUTIONS”
or such other inscription as the Security Agent from time to time may
reasonably request.  The Borrower shall,
on a quarterly basis, provide to the Administrative Agent and the Security
Agent a list of all Eligible Engines or items of Eligible Equipment (other than
Eligible Parts) subject to a Lease indicating, to the best knowledge of the
Borrower, which Engines have placards affixed and on which no such placard is
affixed.


Section 6.04.          Inspections
and Audits.  Permit the
Administrative Agent, the Security Agent and the Banks and their respective
representatives (including, without limitation, an independent audit firm
acceptable to the Administrative Agent and the Security Agent), at the expense
of the Borrower, upon reasonable prior notice, free access during normal
business hours to and right of inspection and examination of the Collateral and
the Borrower’s books, records and papers and the right to make excerpts
therefrom and copies and transcripts thereof, to discuss, the affairs, finances
and accounts of the Borrower with the officers and independent accountants of
the Borrower and to conduct any audit or similar examination of any other
documents assigned to the Security Agent deemed to be reasonably necessary or
appropriate by the Administrative Agent and the Security Agent; provided,
that prior to a Default, the Borrower shall not be required to reimburse the
Administrative Agent or the Security Agent for any costs and expenses incurred
pursuant to this Section 6.03 for an aggregate amount in excess of
$25,000 per annum in the aggregate and any such expenses in excess of such
amount shall be charged to the Banks pro
rata based on their respective Revolving Loan Commitments.  At all times, it is understood and agreed by
the Borrower that all expenses in connection with any such inspection which may
be incurred by the Borrower, any officers and employees thereof and independent
certified public accountants therefor shall be expenses payable by the Borrower
and shall not be expenses of any Agent or Bank.


Section 6.05.          Maintenance
of Collateral; Substitutions. 
Maintain, or, with respect to properties and assets subject to Leases,
require the Lessees to maintain, in good working order and condition, subject
to normal wear and tear, all of the assets and properties from time to time
owned by the Borrower or its Subsidiaries and, in the ordinary course of
business, make all needful and proper repairs, replacements, additions and
improvements thereto as are necessary for the conduct of its business.


Section 6.06.          Continuance
of Business.  Do or cause to be done
all things reasonably necessary to preserve and keep in full force and effect
the Borrower’s and its Subsidiaries’ corporate existences and all permits,
rights and privileges necessary for the proper conduct of their respective
businesses and continue to engage in the Basic Business as its primary line of
business.



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Section 6.07.           Maintenance
of Current Depreciation Policies. 
Maintain its method of depreciating its assets substantially consistent
with past practices as set forth in Schedule 3.29 and promptly notify
the Banks of any deviation from such practices.


 


Section 6.08.          Perform
Obligations.  (a)  Promptly pay and discharge (a) all
taxes, assessments, and governmental charges or levies imposed upon it or upon
its income and profits, upon any of its property, real, personal or mixed, or
upon any part thereof, before the same shall become in default; and
(b) all lawful claims for labor, materials and supplies or otherwise,
which, if unpaid, might become a lien or charge upon such property or any part
thereof; provided, however, that so long as the Borrower first notifies
the Administrative Agent of its intention to do so, it shall not be required to
pay and discharge any such tax, assessment, charge, levy or claim so long as
the failure to so pay or discharge does not constitute or result in a Default
and so long as there exists no material risk of foreclosure or other similar
proceedings against such property or any part thereof and so long as the
validity thereof shall be contested in good faith by appropriate proceedings
diligently pursued and it shall have set aside on its books adequate reserves
with respect thereto.


(b)           Perform
all of its obligations under each of the Eligible Leases and Material Contracts
and do, or cause to be done, all things necessary or commercially reasonable in
order to keep each such Eligible Leases and Material Contracts in full force
and effect.


Section 6.09.          Insurance.  (a) 
Maintain with responsible insurance companies such insurance on its
properties against such risks, including public liability, property damage and
worker’s compensation insurance as are usually insured against by persons
engaged in the same or a similar business and similarly situated in at least
such amounts as such insurance is usually carried by persons engaged in the
same or a similar business and similarly situated.  Such policies shall be owned by the Borrower
and shall name the Administrative Agent and the Security Agent as additional
insureds and the Administrative Agent as loss payee an all property (including
hull) insurance and each of such policies shall contain a provision precluding
cancellation without a minimum of thirty (30) days’ prior written notice to the
Administrative Agent and the Security Agent or, if less, the maximum period
provided for the giving of such notice by the insurance carrier.


(b)           File
with the Administrative Agent upon the request of the Administrative Agent a
detailed list of the insurance then in effect, stating, as applicable, the
names of the insurance companies, the amounts and rates of the insurance, dates
of expiration thereof and the properties and risks covered thereby.


Section 6.10.          Compliance
With Laws, etc.  Comply in all
material respects with all Requirements of Law and all judgments, restrictions
or rules of any Governmental Authority having jurisdiction over the Borrower or
its Subsidiaries or its business or operations. 
Without limiting the foregoing, the Borrower and its Subsidiaries shall
at all times conduct their businesses in full compliance with all Environmental
Laws in all jurisdictions in which any of them is or may at any time be doing
business.  If the Borrower or any of its
Subsidiaries shall (a) receive notice that any violation of any
Environmental Law may have been committed or is about to be committed,
(b) receive notice that any administrative or judicial complaint or order
has been filed or is about to be filed against the Borrower or any of its
Subsidiaries alleging violations of any Environmental Law or requiring the Borrower
or any of its Subsidiaries to take any action in connection with the release of
Hazardous Substances or (c) receive any notice of any Environmental Claim
being asserted against the Borrower or any of its Subsidiaries, the Borrower
shall (i) provide the Administrative Agent with a copy of such notice
within fifteen (15) days after the receipt thereof by the Borrower or its
Subsidiary, (ii) at the Administrative Agent’s request, provide the
Administrative Agent with any and all information relating to or regarding such
Environmental Claim, and (iii) promptly take any and all actions and steps
necessary to defend any



 58
 






 



Environmental Claim, or remedy any condition which gave rise to such
Environmental Claim.  Within fifteen (15)
days after the Borrower or any of its Subsidiaries learns of the enactment or
promulgation of any Environmental Law which could reasonably be expected to
have a Material Adverse Effect on such Person, the Borrower shall provide the
Administrative Agent with notice thereof. 
The Borrower shall, and shall cause its Subsidiaries to, promptly take
all actions necessary to prevent the imposition of any Liens on any of their
respective properties arising out of or related to any Environmental Laws.


Section 6.11.          ERISA.  Comply in all material respects with the
provisions of ERISA to the extent applicable to any Plan maintained for the
employees of the Borrower or any ERISA Affiliate; do or cause to be done all
such acts and things that are required to maintain the qualified status of each
Plan and tax exempt status of each trust forming part of such Plan; not incur
any material accumulated funding deficiency (within the meaning of ERISA and
the regulations promulgated thereunder), or any material liability to the PBGC
(as established by ERISA); not permit any event to occur as described in
Section 4042 of ERISA or which may result in the imposition of a lien on its
properties or assets; notify the Banks in writing promptly after it has come to
the attention of senior management of the Borrower of the assertion or threat
of any Reportable Event or other event described in Section 4042 of ERISA
(relating to the soundness of a Plan) or the PBGC’s ability to assert a
material liability against the Borrower or impose a lien on its, or any ERISA Affiliates’,
properties or assets; and refrain from engaging in any Prohibited Transactions
or actions causing possible liability under Section 5.02 of ERISA.


Section 6.12.          Asset
Base.  Make such prepayments, from
time to time, as required by Section 2.07 hereof so that the
outstanding principal amount of all Loans to the Borrower hereunder shall, at
no time, exceed the Asset Base.


Section 6.13.          Trade
Accounts Payable.  Promptly pay when
due, or in conformity with customary trade terms, all of its trade accounts
payable, except for late payments in the ordinary course of business with
respect to contracts of the Borrower other than Material Contracts, the
lateness of which payments, singly or in the aggregate, would not, and would
not reasonably be expected to have, a Material Adverse Effect on the Borrower
or the Willis Companies.


Section 6.14.          Liens.  Cause the Liens granted to the Security Agent
pursuant to the Security Documents to at all times be first priority perfected
Liens.


Section 6.15.          Preservation
of International Interests. At its expense, cause (i) the registration
with the International Registry of the International Interests with respect to
the Mortgage and each Lease with a Lessee domiciled or with its chief executive
office in a Contracting State and (ii) maintain the rights and International
Interests of the Engine Owner in the Engines or Turboprop Engines, as against
any third parties under the applicable laws of any jurisdiction within the
United States and as against any third parties in any Contracting State under
the Cape Town Convention.  The Borrower
agrees to furnish the Security Agent with copies of all documents relating to
the foregoing and with recording and registration data as promptly as practicable
following the issuance of the same by the FAA and the International Registry.


Section 6.16.          Margin
Stock.  Neither the Borrower nor any
of its Subsidiaries will use or permit any proceeds of the Loans to be used,
either directly or indirectly, for the purpose, whether immediate, incidental
or ultimate, of buying or carrying margin stocks or margin securities.


Section 6.17.          Further
Assurances.  Do such further acts and
things and execute and deliver to the Administrative Agent, such additional
assignments, agreements, powers and instruments, as the Banks or the
Administrative Agent may reasonably require or reasonably deem advisable to
carry into affect the



 59
 






 



purposes of this Agreement or to better assure and confirm unto the
Security Agent and the Banks their rights, powers and remedies under the Loan
Documents.


 


ARTICLE
VII


NEGATIVE
COVENANTS


While the Aggregate
Revolving Loan Commitment is outstanding and until payment in full of the Loans
and full and complete payment and performance of all of the Obligations, the
Borrower shall not and shall not permit its Subsidiaries to do, or permit to be
done, without the prior written consent of the Majority Banks, any of the
following:


Section 7.01.          Indebtedness.  Create, enter into, or allow to exist any
Debt other than (a) obligations incurred under this Agreement;
(b) Debt, not to exceed in aggregate principal amount $***; provided,
that, with respect to such Debt: (i) the proceeds of such Debt shall be
used solely for the purpose of financing Aviation Assets which do not
constitute part of the Asset Base; (ii) such Debt shall be Non-Recourse
Debt, (iii) the collateral securing such Debt shall be held by a Special
Purpose Financing Vehicle; (iv) the Aviation Assets financed with the
proceeds of such Debt shall be subject to Section 7.13 hereof, (v) shall
contain financial covenants no more restrictive than the financial covenants
contained in this Agreement and (v) the final maturity thereof shall be no
sooner than the Term Loan Maturity Date; (c) Debt, not to exceed $*** in
the aggregate; provided, that, except for Debt incurred in connection
with the purchase of Aviation Assets which do not constitute part of the Asset
Base and that are secured solely by such assets, (i) the Borrower shall not
incur any Debt relating to the financing or refinancing of Aviation Assets
except for Aviation Assets which Borrower is unable to finance under this
Agreement (subject to Section 7.13) and except for the US Bank
Engines, (ii) the financial covenants of such Debt shall be no more restrictive
than the financial covenants contained in this Agreement, and (iii) except in
the case of Debt which is purchase money financing, the final maturity shall be
no sooner than the Term Loan Maturity Date and (d) Debt of WEST and the WEST
Subsidiaries under the WEST Funding Facility.


Section 7.02.          Liens.  Create, assume or permit to exist any Lien on
any of its property or assets (including, without limitation, the Collateral),
whether now owned or hereafter acquired, or upon any income or profits
therefrom, except Permitted Liens, or allow or permit to exist any Lien (other
than Permitted Liens) on any Collateral owned by an Owner Trustee.  Without limiting the foregoing, the Borrower,
at the Borrower’s expense, shall, or shall cause the relevant Owner Trustee to,
promptly discharge any such Lien, except Permitted Liens.


Section 7.03.          Guaranties.  Guarantee or otherwise in any way become or
be responsible for indebtedness or obligations (including working capital
maintenance, take-or-pay contracts) of any Person, contingently or otherwise,
other than guarantees made by the Borrower of the obligation of any Subsidiary
(other than Special Purpose Financing Vehicles) made in the ordinary and
regular course of business of the Borrower, provided that to the extent such
guarantees are of Debt, such Debt is permitted Debt of the Borrower under Section
7.01. For the purposes hereof, the term “guarantee” shall include any
agreement, whether such agreement is on a contingency or otherwise, to
purchase, repurchase or otherwise acquire Debt of any other person, or to
purchase, sell or lease, as lessee or lessor, property or services primarily
for the purpose of enabling another person to make payment of Debt, or to make
any payment (whether as an advance, capital contribution, purchase of any equity
interest or otherwise) to assure a minimum equity asset base, working capital
or other balance sheet or financial condition, in connection with the Debt of
another person or to supply funds to or in any manner invest in another person
in connection with such person’s Debt.






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



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Section 7.04.          Advances.  Make, or suffer to exist, any loan or advance
or extend any credit to any Person, including, without limitation, any
Affiliate of the Borrower other than:


(a)           Advances
to employees in the ordinary course of business not to exceed $100,000.00 in
the aggregate outstanding at any time; and


(b)           Trade
credit advanced in the ordinary course of business.


Section 7.05.          Consolidation
and Merger.  Merge or consolidate
with or into any corporation unless (a) no Default shall have occurred and
be continuing either immediately prior to or upon the consummation of such
merger or consolidation, (b) the Borrower is the surviving entity of any
such merger or consolidation, (c) the aggregate consideration paid or to
be paid (whether cash, notes, stock, or assumption of debt or otherwise) by the
Borrower and/or its Subsidiaries in any one such merger or consolidation does
not exceed $***, and (d) such aggregate consideration with respect to all
such mergers or consolidations shall not exceed $*** in any Fiscal Year.  Without limitation, no such merger or
consolidation shall result in a violation of the terms of Section 6.06.  The Borrower shall promptly notify the
Administrative Agent of any merger or consolidation involving the Borrower.


Section 7.06.          Changes
in Business; Sale of Assets. 
(a)  Conduct any business other than the Basic Business or
make any material change in its business or in the nature of its operations, or
cease operations or liquidate or dissolve (or suffer any liquidation or
dissolution).


(b)           Sell,
transfer, lease or dispose of assets constituting in the aggregate more than
twenty (20%) percent of the Net Book value of their combined assets during any
twelve-month period.  Notwithstanding the
foregoing, but in accordance with the provisions of Section 5(a) of the
Security Agreement, the Borrower may, or may cause an Owner Trustee to:


(i)            lease Engines and Equipment in the
ordinary course of business,


(ii)           sell, transfer or otherwise dispose
of Engines and Equipment (including, without limitation, related assets such as
security deposits and maintenance reserves, as applicable), or assign a
Beneficial Interest, in the ordinary course of business provided (x) no
Asset Base Deficiency shall exist or arise after giving effect thereto and (y)
such transaction is for fair value and fair consideration and on terms
consistent with those which would be obtained in an arms-length transaction
between willing, able and knowledgeable parties;


(iii)          sell, transfer, assign, lease,
re-lease or otherwise dispose of any Engine or Equipment with respect to which
the relevant Lease has expired or is expiring (or assign any Beneficial
Interest relating to any such Engine or item of Equipment) if such sale or
disposition is in the ordinary course of its business, for its then fair market
value;


(iv)          transfer Engines or Equipment in
connection with Non-Recourse Debt or Partial Recourse Debt otherwise permitted
hereunder (including, without limitation, Section 7.01) of Leases
and related Engines and Equipment; or


(v)           sell Engines, Equipment, Leases or
related assets (or assign any Beneficial Interest relating thereto) to a
Subsidiary for not less than their Net Book Value.


(c)           Notwithstanding
the foregoing or any other provision of the Loan Documents, no conveyance,
sale, assignment, transfer, pledge, hypothecation, discounting or other
disposition of






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



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property or assets of the Borrower shall be permitted if there shall
then exist or shall exist after giving effect thereto a Default.


 


Section 7.07.          Redemptions;
Dividends.  (a)  Purchase, redeem, retire or otherwise
acquire, directly or indirectly, or make any sinking fund payments with respect
to, any shares of its capital stock now or hereafter outstanding or set apart
any sum for any such purpose; provided, however, that the
Borrower may repurchase its issued and outstanding shares of common stock if
(w) no Default or Event of Default (including, without limitation, under Section
7.21) exists prior or after giving effect to such repurchase, (x) the
ninety (90) day rolling average of Unrestricted Availability is greater than
$***, (y) the pro forma
Unrestricted Availability as of the date of any such repurchase is greater than
$*** and the Borrower is in compliance with its financial covenants in Section
7.26 as of the date of any such repurchase on a pro forma basis (in each case, as evidenced by a written
calculation and Compliance Certificate provided to the Agents not more than ten
(10) Business Days prior to the date of such repurchase) and (z) such
repurchased shares are cancelled (any such repurchase being a “Permitted
Repurchase”);


(b)           Declare
or pay any cash dividends or make any distribution of cash or other property of
any kind on its outstanding stock or other equity interests, or set aside any
sum for any such purpose; provided ̧ however, that the Borrower
shall be permitted to declare and pay dividends on shares of its Preferred
Stock if no Default or Event of Default exists prior to or after giving
effect to such declaration, payment or reserve for payment;


Section 7.08.          Issuance
and Pledge of Equity. 
(a)  Issue any additional corporate interests or shares, or
any right or option to acquire any corporate interests, or any security
convertible into any corporate interests, of the Borrower or any of its
Subsidiaries, excluding (i) the issuance of shares of common stock of the
Borrower or options to acquire common stock of the Borrower and (ii) the
issuance of such shares, securities or other interests of Subsidiaries to the
Borrower.


(b)           Pledge,
mortgage, hypothecate or create, or suffer to exist a Lien on, the equity of
any Subsidiary (other than a Lien on all of the equity interest in WEST or the
WEST Subsidiaries in favor of the Indenture Trustee (as such term is defined in
the WEST Funding Facility) in favor of any Person other than the Security
Agent.


Section 7.09.          Prepayments.  Redeem, or make any voluntary or optional
prepayment or offer to make any payment or prepayment, whether optional or
mandatory, of any Debt (provided, that the Borrower shall be permitted to
redeem, prepay, or refinance existing Debt if such redemption, prepayment, or
refinancing (i) is in the ordinary course of the Borrower’s business, and
(ii) no Default exists prior to or after such refinancing), or amend,
modify or change, or consent or agree to any amendment, modification or change
to any of the terms relating to the payment or prepayment or principal of or
interest on, any such Debt, in any manner which could reasonably be deemed to
have a Material Adverse Effect on the Borrower or the Willis Companies.


Section 7.10.          Acquisitions
and Investments.  (a) Create or allow
to exist any Subsidiary (unless with respect to Subsidiaries other than Special
Purpose Finance Vehicles, the same shall have executed and delivered to the
Security Agent and the Administrative Agent a Subsidiary Guaranty and (with
respect to Subsidiaries other than WEST and the WEST Subsidiaries) a joinder
agreement to the Security Agreement in form acceptable to the Security Agent
creating in favor of the Security Agent a first priority perfected Lien on its
assets, provided that such Lien shall be subject and subordinate to any
permitted Lien on assets securing Debt permitted under Section 7.01(b)
or (c) hereof unless the Borrower, despite the exercise of reasonable
efforts, shall be unable to close such financing with the Security Agent’s
subordinate Lien thereon (in which event, assuming no Default exists or would
exist after giving effect to






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



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such financing, the Security Agent shall not be required to have a Lien
on the assets securing such Debt) or (b) purchase or otherwise acquire (unless
no Default exists or would exist immediately thereafter) including, without
limitation, by way of share exchange, any part or amount of the capital stock
or assets of, or make any Investments in any other Person, except for stock,
obligations or securities received in settlement of debts owing to it created
in the ordinary course of business and Investments otherwise expressly permitted
under this Agreement.


 


Section 7.11.          Fiscal
Year; Accounting Changes.  Change its
Fiscal Year or make or permit any material change in its financial accounting
policies or practices, except as required by GAAP or regulations of the SEC, if
applicable or make or permit any material change in financial accounting
policies or financial reporting practices as they relate to, or in connection
with, any current or future securitizations, except as required by GAAP or
regulations of the SEC, if applicable (and in such case, the Borrower shall
promptly notify the Administrative Agent of the need for such change).


Section 7.12.          ERISA
Obligations.  (a)  Maintain, sponsor, contribute to or become
obligated to contribute to or permit any ERISA Affiliate to become obligated to
contribute to any Plan.


(b)           Permit
any Welfare Plan which the Borrower maintains, sponsors, contributes to or is
obligated to contribute to, to provide post-retirement benefits other than (i)
coverage mandated by applicable law, or (ii) disability or other benefits under
any Welfare Plan that have been fully provided for by paid-up insurance or
otherwise.


(c)           Permit
the Borrower or the assets of the Borrower to become assets of any employee
benefit plan, whether by operation of law or under regulations promulgated
under ERISA.


(d)           Be
or become obligated to the PBGC other than in respect of annual premium
payments not in excess of $25,000.


(e)           Be,
or engage in any prohibited transaction which could result in the Borrower
becoming, or become obligated to the IRS or the U.S. Department of Labor with
respect to excise or other penalty taxes provided for in those provisions of
Section 4975 the Code or ERISA, as in effect or hereafter amended or
supplemented, in excess of $25,000.


(f)            Incur
any liability or obligation for, under, with respect to, or otherwise in
connection with, any Plan, which liability or obligation arises under ERISA or
the Code, by virtue of the Borrower or any of its Subsidiaries having an ERISA
Affiliate, which liability or obligation, when combined with all other such
liabilities and obligations, if any, exceeds $25,000, or any other event or
condition not in the ordinary course of business shall occur or exist with
respect to a Benefit Plan, provided that such event or condition, together with
all other such events or conditions, if any, would have, or would reasonably be
expected to have, a Material Adverse Effect.


Section 7.13.          Transactions
With Affiliates.  Enter into any
material transaction with any Subsidiary or other Affiliate including, without
limitation, the purchase, sale, lease or exchange of property, the rendering of
any services, the payment of management fees, or the loaning or giving of funds
to or making of any other Investment in any Affiliate or any Subsidiary unless
(i) such Subsidiary or Affiliate is engaged in a business substantially
related to the business conducted by the Borrower and the transaction is in the
ordinary course of and pursuant to the reasonable requirements of the Borrower’s
business and upon terms substantially the same and no less favorable to the
Borrower as it would obtain in a comparable arm’s-length transaction with any
Person not an Affiliate or a Subsidiary and for fair consideration, and
(ii) so long as such transaction is not otherwise prohibited under this
Agreement.



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Section 7.14.          Capital Expenditures.  Make or become obligated to make Capital
Expenditures in excess of $10,000,000 in the aggregate during the term of this
Agreement, without the prior written consent of the Administrative Agent.


 


Section 7.15.          Modification
of Contracts and Documents.  Modify,
amend or supplement in any material respect its certificate of incorporation or
bylaws or other organizational documents, or cancel or permit to expire, or
agree or consent to the material modification, amendment or supplement,
cancellation, termination or expiration, or, in the judgment of the
Administrative Agent, in any way materially adverse to the Borrower or the
Administrative Agent, any Material Contract, or waive any material rights,
benefits or remedies thereunder without the prior written consent of the
Administrative Agent; or amend, modify or supplement any document evidencing or
governing the terms and provisions of any Subordinated Debt.


Section 7.16.          Principal
Place of Business and Intellectual Property Rights.  Change its principal place of business or the
location of its Books and Records, open any new place of business or register
any Intellectual Property rights with any Governmental Authority except in each
case upon at least thirty (30) days’ prior written notice to the Administrative
Agent and provided that the Borrower shall have taken all such actions as the
Administrative Agent shall have required in order to maintain the priority and
perfection of the Lien in favor of the Security Agent on the Collateral and
provided that in no event shall any place of business or location be outside
the United States without the prior written consent of the Administrative
Agent.


Section 7.17.          Additional
Bank Accounts.  Directly or
indirectly, open, maintain or otherwise have any checking, savings or other
accounts where money is or may be deposited or maintained outside the United
States of America, except as may be required for the receipt of Lease payments
from a Lessee located in a non-U.S. jurisdiction.


Section 7.18.          Negative
Pledge.  Agree to any covenants or
provisions which would limit or restrict its ability to grant a Lien on its
assets hereunder or require the Borrower to obtain any consent of any Person to
amend, modify, waive or supplement any provision of any Loan Document.


Section 7.19.          Management
Fees.  Pay any management or other
fees to any Affiliate.


Section 7.20.          Subsidiaries.  Permit any Subsidiary to conduct any business
or operations other than its Basic Business, or to own any assets, enter into
any Leases or incur any Debt other than pursuant to its Basic Business.


Section 7.21.          Investments
in Subsidiaries.  Except for the
Borrower’s investment in WEST, make or maintain Investments in (a) its
Subsidiaries which in the aggregate exceed *** (***%) percent of (i) *** ($***)
Dollars minus (ii) the aggregate amount of Permitted Repurchases
pursuant to Section 7.07 or (b) in any one Subsidiary which exceed in
the aggregate *** (***%) percent of the maximum principal amount of any Debt
facility to which such Subsidiary is a party or in respect of which it is
liable, minus the aggregate amount of Permitted Repurchases pursuant to Section
7.07.


Section 7.22.          Off-Balance
Sheet Debt.  Create, incur or permit
to exist any Debt that is not or would not be included in the consolidated
financial statements delivered pursuant to Section 5.01, 5.02
or 5.03 hereof to the extent that the aggregate principal amount thereof
shall exceed, on the date of issuance thereof or at any time thereafter.


 






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



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Section 7.23.          No Adverse Selection.  Allow any adverse selection procedures to be
used by the Borrower as between the credit facility established by this
Agreement and any other credit facility to which the Borrower is a party
(including, without limitation, the WEST Funding Facility) in selecting any
Engine or item of Equipment for inclusion in the Asset Base.


 


Section 7.24.          OFAC
Transactions.  (i) In a manner
which would violate the laws of the United States (other than pursuant to a
license issued by the United States Department of the Treasury, Office of
Foreign Asset Control) lease, or consent to any sublease of, any Lease, the
assets subject to such Lease and the assets directly related to such Lease to
any Person that is a Restricted Person; or (ii) derive more than a de minimis amount of its assets or
operating income from Investments in or transactions with any such Restricted
Person.


Section 7.25.          Change
of Incorporation.  Reincorporate (or
otherwise reorganize) under the laws of a jurisdiction other than that in which
it is incorporated on the date hereof.


Section 7.26.          Financial
Covenants.  Permit:


(a)           the
Willis Companies to at any time suffer (i) any net loss for the then three (3)
most recently ended consecutive Fiscal Quarters; or (ii) a net loss of in
excess of $500,000 for the two (2) most recently ended consecutive Fiscal
Quarters;


(b)           the
Tangible Net Worth of the Willis Companies to be less than the sum of: (i)
$132,000,000, plus (ii) if positive, 75% of the cumulative Net
Income of the Willis Companies for each Fiscal Quarter earned from and after
the date hereof (without any deduction for net losses for any Fiscal Quarter); plus
(iii) 100% of the net proceeds received by Borrower from the issuance of
common stock or preferred stock of the Borrower after March 31, 2006;


(c)           the
Total Leverage Ratio to exceed ***:1 as of the end of any Fiscal Quarter;


(d)           the
Total Adjusted Leverage Ratio to exceed ***:1, as of the end of any Fiscal
Quarter; provided, that Total Adjusted Leverage Ratio shall be measured
commencing with the Fiscal Year ending December 31, 2006 and as of the end of each
Fiscal Quarter thereafter;


(e)           the
Interest Coverage Ratio or Adjusted Interest Coverage Ratio (measured at the
end of each Fiscal Quarter on a rolling four Fiscal Quarter basis) to be less
than ***:1; provided, however, that EBIT for the Fiscal Quarter
ended September 30, 2005 may be increased by not more than $1.5 million of
previously paid (but unamortized) loan fees and expenses incurred in connection
with the WEST Funding Facility plus $300,000 of certain rating agency and
financial guaranty insurance company fees and expenses incurred in connection
with the closing of an asset-backed securitization by WEST, to the extent such
fees and expenses are actually expensed during such Fiscal Quarter, and provided
further, that the Adjusted Interest Coverage Ratio shall be measured
commencing with the rolling four Fiscal Quarter period ending December 31, 2006
and as of the end of each Fiscal Quarter thereafter;


(f)            the
Interest and Dividend Coverage Ratio or the Adjusted Interest and Dividend
Coverage Ratio (measured at the end of each Fiscal Quarter on a rolling
four-quarter basis) to be less than ***:1 provided, that the Adjusted
Interest and Dividend Coverage Ratio shall be measured commencing with the
later of (i) the rolling four Fiscal Quarter period ending December 31, 2006
and (ii) the Fiscal Quarter in which the Borrower or any Subsidiary shall incur
Debt under  Section 7.01(b), and
as of the end of each Fiscal Quarter thereafter;


 






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



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(g)           the aggregate principal amount of
Loans outstanding to at any time exceed the Asset Base or the Aggregate
Revolving Loan Commitment (any such excess, an “Asset Base Deficiency”),
whichever is less; provided, however, that this covenant shall not be
deemed breached if, at the time such aggregate amount exceeds said level,
within four (4) Business Days after the earlier of the date the Borrower first
has knowledge of such excess or the date of the next Asset Base Certificate
disclosing the existence of such excess, a prepayment of Loans shall be
made.  The Borrower shall not be entitled
to utilize this mechanism to avoid a breach of this covenant more than two (2)
times during any twelve-month period; provided, further, that in
the case of an such Asset Base Deficiency that occurs as a result of an
Appraisal Deficiency, then this covenant shall not be deemed to be breached
until sixty (60) days after the most recent appraisal of the Engines and
Equipment in the Asset Base by the Appraiser; and


 


(h)           the
Borrower to have Unrestricted Availability of less than $10,000,000.


ARTICLE
VIII



EVENTS OF DEFAULT


Section 8.01.          Events
of Default.  The occurrence of any
one or more of the following events (each, an “Event of Default”) shall
constitute a default under this Agreement:


(a)           Failure
to make any payment or mandatory prepayment of principal when due and payable
(whether at maturity, by notice of intention to prepay, or otherwise); or
failure to make payment of interest, fee or any other amount payable under any
Loan Document within three (3) Business Days of the date such interest, fee or
other amount is due and payable.


(b)           The
Borrower or any Owner Trustee, as applicable, fails to observe or perform:  (i) any term, condition or covenant set
forth in Sections 5.01, 5.02, 5.03, 5.04, 5.05,
5.11, 6.04, 6.06, 6.09, 6.12, 6.17, Article VII,
as and when required; or (ii) any term, condition or covenant contained in
any Loan Document, other than any Event of Default set forth in any other
subsection of this Section 8.01, and other than any covenant set
forth in (i) above, as and when required and such failure shall continue
unremedied for a period of ten (10) Business Days after the earlier of
(1) actual knowledge of any executive officer of the Borrower or
(2) written notice thereof from the Administrative Agent or the Security
Agent to the Borrower.


(c)           Any
representation or warranty made or deemed to be made by the Borrower or any of
its Subsidiaries, as applicable, in any Loan Document or in any exhibit,
schedule, report or certificate delivered pursuant thereto shall prove to have
been false, misleading or incorrect in any material respect when made or deemed
to have been made.


(d)           The
occurrence of any Event of Default or Servicer Termination  (as such terms are defined in the WEST
Funding Facility) or event of default or servicer termination event or the
equivalent thereof under any other Debt Instrument (as defined below), in each
case following any applicable grace period, under any term, condition or
covenant of any bond, note, debenture, guaranty, trust agreement, mortgage or
similar instrument to which the Borrower or any Subsidiary is a party or by
which it is bound, or by which any of its properties or assets may be affected
(a “Debt Instrument”) if the outstanding Debt or obligations of the
Borrower or such Subsidiary under such Debt Instrument exceeds $5,000,000 in
aggregate principal amount and (x) may be declared to be due and payable by
reason of such default or event of default prior to the date on which such
indebtedness or obligations would otherwise become due and payable, with or
without the giving of notice or the passage of time or both, or to terminate or
suspend any commitment to make advances or lend monies or to accelerate the
rate of payment of unpaid Debt or to terminate the Borrower or such Subsidiary
as a servicer or manager of such



 66
 






 



Debt or the assets secured thereby, (y) is due and payable and
unpaid or (z) shall be indebtedness under any Interest Rate Contract.


(e)           The
Borrower or any of its Subsidiaries shall (i) make an assignment for the
benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent,
petition or apply to any tribunal for the appointment of a receiver, custodian,
or any trustee for it or a substantial part of its assets, or shall commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdictions whether
now or hereafter in effect, or the Borrower or any of its Subsidiaries shall
take any corporate action to authorize any of the foregoing actions; or there
shall have been filed any such petition or application, or any such proceeding
shall have been commenced against it, which remains undismissed for a period of
sixty (60) days or more; or any order for relief shall be entered in any such
proceeding; or the Borrower or any of its Subsidiaries by any act or omission
shall indicate its consent to, approval of or acquiescence in any such
petition, application or proceeding or the appointment of a custodian, receiver
or any trustee for it or any substantial part of any of its properties, or
shall suffer any custodianship, receivership or trusteeship to continue which
remains undischarged for a period of sixty (60) days or more;
(ii) generally not pay its debts as such debts become due; or
(iii) have concealed, removed, or permitted to be concealed or removed,
any part of its property, with intent to hinder, delay or defraud its creditors
or any of them or made or suffered a transfer of any of its property which may
be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or
shall have made any transfer of its property to or for the benefit of a
creditor at a time when other creditors similarly situated have not been paid;
or shall have suffered or permitted, while insolvent, any creditor to obtain a
Lien upon any of its property through legal proceedings or distraint which is
not vacated within sixty (60) days from the date thereof.


(f)            (i) Any
judgment against the Borrower or any Subsidiary for any amount in excess of
$5,000,000 in the aggregate, and such judgment remains unpaid, unstayed on
appeal, undischarged, unbonded and undismissed for a period of thirty (30)
days; or


(ii)           Any assets of the Borrower or any
Subsidiary shall be subject to attachments, levies or garnishments for amounts
in excess of $5,000,000 in the aggregate, and such attachments, levies or
garnishments have not been dissolved or satisfied within twenty (20) days after
service of notice thereof to the Borrower or such Subsidiary.


(g)           The
Liens created and granted to the Security Agent under the Security Documents
shall fail to be valid, first priority and perfected Liens subject to no prior
or equal Lien, or any Person shall be bona fide asserting
a claim of the invalidity or unenforceability of, or the Borrower or any
Affiliate thereof shall assert as invalid or shall challenge, any Security
Document or any Lien created hereunder or under any Security Document.


(h)           A
Change of Control shall occur.


(i)            An
ERISA Event shall have occurred that, in the sole discretion of the
Administrative Agent, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect.


(j)            Any
security interest created pursuant to any Loan Document shall cease to be in
full force and effect or shall cease in any material respect to give the
Security Agent the Liens, rights, powers and privileges purported to be created
thereby (including, without limitation, a perfected security interest in, and
Lien on, all of the Collateral other than Excepted Collateral but subject, in
the case of any Lease to a Lessee domiciled or whose chief executive office is
located in a non-U.S. jurisdiction, to the provisos



 67
 






 



set forth in Section 2.26, superior to and prior to the rights
of all third Persons, and subject to no other Liens (other than Permitted
Liens).


Section 8.02.          Effect;
Remedies.  Upon the occurrence and
during the continuance of an Event of Default, the Borrower shall not be
entitled to exercise any of its rights to obtain Loans under this
Agreement.  Upon the occurrence of any
Event of Default:  (i)(x) described in Section 8.01(e)
hereof, the Aggregate Revolving Loan Commitment shall terminate and the Loans
and any other outstanding Obligations shall immediately and automatically
become due and payable in full, without requirement of any action whatsoever by
the Administrative Agent or the Banks, or (y) upon the occurrence of any
other Event of Default, the Administrative Agent, upon request of the Majority
Banks shall, or at the discretion of the Administrative Agent may, terminate
the Aggregate Revolving Loan Commitment, and the Loans and any other then
outstanding Obligations, without demand or notice of any kind, shall at the
request of the Majority Banks or may at the discretion of the Administrative
Agent be declared due and payable and thereupon shall immediately become due and
payable, in each case without presentment or demand for payment, notice of
nonpayment, protest or further notice or demand of any kind all of which are
expressly waived by the Borrower, and (ii) the Administrative Agent in its
discretion or at the request of the Majority Banks, shall be entitled to
exercise all of the rights and remedies available under the Loan Documents and
at law or in equity.


ARTICLE
IX


CONCERNING
THE AGENTS


Section 9.01.          Appointment
and Authority of the Administrative Agent. 
Each Bank hereby appoints NCB to serve as the Administrative Agent under
the Loan Documents, and hereby irrevocably authorizes such Person, as the
Administrative Agent, to take such actions on its behalf under the Loan
Documents and to exercise such powers and to perform such duties hereunder and
thereunder as are expressly delegated to the Administrative Agent by the terms
hereof or thereof, together with such other powers as are reasonably incidental
thereto.  Each Bank hereby appoints
Fortis to serve as the Security Agent under the Loan Documents, and hereby
irrevocably authorizes such Person, as the Security Agent, to take such actions
on its behalf under the Loan Documents and to exercise such powers and to
perform such duties hereunder and thereunder as are expressly delegated to the
Security Agent by the terms hereof or thereof, together with such other powers
as are reasonably incidental thereto. 
The Banks hereby authorize the Agents to execute and deliver the Security
Agreement, the Lockbox Agreement and any other Security Documents as
Administrative Agent or the Security Agent, as applicable, and agree to be
bound by the terms and conditions thereof.


Section 9.02.          Delegation
of Duties.  The Administrative Agent
and the Security Agent may exercise its powers and execute its duties by or
through employees or agents.


Section 9.03.          Independent
Credit Evaluations. 
(a)  Each Bank expressly acknowledges to the Agents that no
Agent has not made any representations or warranties to it regarding the Loan
Documents, any of the other documents mentioned herein or therein or the
transactions contemplated hereby and thereby or regarding the Borrower or its
business or financial condition.


(b)           Each
Bank acknowledges to the Agents and to each other Person that it has independently
and without reliance on any Agent or any other Person, and based upon such
documents and inquiries as it has deemed appropriate, made its own credit
analyses of the Borrower and its own decision to enter into the Loan Documents.



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(c)           Each Bank agrees that it will,
independently and without reliance on any Agent or any other Person, and based
upon such documents and inquiries as it shall deem appropriate at the time,
continue to make its own credit analyses and decisions in taking or not taking
actions under the Loan Documents and to make such investigations as it deems
necessary to keep current its information relating to the affairs, financial
position and creditworthiness of the Borrower.


 


Section 9.04.          Limited
Scope of Duties.  (a)  Nothing in this Agreement, expressed or
implied, is intended to, or shall be construed as to, impose upon any Agent any
duties or responsibility in respect of this Agreement except as expressly set
forth herein or Section 9.01 hereof.  The relationship between each Agent and each
of the Banks is that of agent and principal only and the respective duties and
obligations of such Agent is of an administrative and mechanical nature
only.  Nothing in this Agreement shall be
construed so as to constitute any Agent as a trustee or fiduciary for any Bank
or to impose upon any Agent any duties or responsibilities other than those for
which express provision is made herein.


(b)           Except
for notices, financial statements and other documents, if any, expressly
required to be furnished to the Banks by any Agent pursuant to the provisions
of the Loan Documents, no Agent shall have any duty or responsibility, either
initially or on a continuing basis, to provide any Bank with any credit or
other information concerning the business or financial condition of the
Borrower which may come into the possession of such Agent or any of its
Affiliates, whether before or after the making of any Loan hereunder, nor shall
any Agent have any duty to inspect the properties or books of the Borrower.


(c)           Each
Agent shall be entitled to assume that no Event of Default or Default has
occurred and is continuing unless such Agent has received written notice from
another Agent, a Bank or the Borrower, as the case may be, stating that such
Agent, Bank or Borrower, as the case may be, considers that an Event of Default
or Default has occurred and is continuing and specifying the nature thereof.


(d)           So
long as any Agent shall be entitled, pursuant to Section 9.04(c),
to assume that no Event of Default or Default has occurred and is continuing,
such Agent shall be entitled to use its discretion with respect to exercising
or refraining from exercising any rights which may be vested in it by, or with
respect to taking or refraining from taking any action or actions which it may
be able to take under or in respect of, the Loan Documents, except that
(i) such Agent shall be permitted to condition the exercise of any rights
which are within its discretion to exercise under Article VIII
hereof upon receipt of the written consent or written instructions of the
Majority Banks and (ii) any acts or omissions to act by such Agent
permitted under this Agreement in the absence of such instructions and in the
exercise of discretion shall be binding on all the Banks.  Any such instructions shall be binding upon
each Agent and the Banks (including, but not limited to, any Bank which has not
signed such instructions or which has dissented from the actions or inactions
specified in such instructions); provided, however, that no Agent
shall be required to act or not to act if to do so, in its sole judgment, would
expose such Agent to liability (which liability would not be covered by the
provisions of Section 9.07 or would be contrary to any Loan
Document or to applicable law).


Section 9.05.          Reliance
by the Agents.  (a)  each
Agent shall be entitled to rely on any notice, consent, certificate, affidavit,
letter, telegram, teletype message, statement, order or other document received
by it and believed by it to be genuine and correct and to have been signed and
sent or delivered by a proper Person or Persons and, in respect of legal
matters, upon the advice and statements of lawyers, independent accountants and
other experts selected by such Agent. 
Each Agent and each Bank may rely conclusively on each incumbency
certificate furnished to it pursuant to Article IV hereof until it
subsequently receives a certificate amending or rescinding the prior
certificate.


(b)           As
to any matter not expressly provided for in this Agreement, each Agent shall be
fully protected in acting in accordance with instructions signed by the
Majority Banks and such instructions of



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the Majority Banks and action taken or inaction pursuant thereto shall
be binding on all the Banks, including, but not limited to, any Bank which has
not signed such instructions or which has dissented from the actions or
inactions specified in such instructions, provided that no Agent shall be
required to act or not to act if to do so, in its sole judgment, would expose
such Agent to liability which liability would not be covered by the indemnity
provisions of Section 9.07 hereof or would be contrary to any Loan
Document or applicable law.


Section 9.06.          Exculpatory
Provisions.  (a)  Neither
any Agent nor any of its shareholders, directors, officers, employees or agents
shall be liable in any manner to any of the Banks for any action taken, or
omitted to be taken, in good faith by it or them hereunder or in connection
herewith, or be responsible for the consequences of any oversight or error of judgment,
except for losses which are finally adjudicated to be the direct result of its
or their gross negligence or willful misconduct.


(b)           No
Agent shall be responsible in any manner to any of the Banks for the due
execution, effectiveness, genuineness, validity or enforceability of any Loan
Document or the Loans or for the truth, accuracy or completeness of any
recital, statement or warranty contained herein or in any other Loan Document
or in any certificate, report or other document furnished to it by or on behalf
of any Person in connection with the Loan Documents, nor shall any Agent be
under any obligation to any of the Banks to ascertain or inquire as to the
performance or observance by the Borrower or any other Person of any of the
agreements or conditions set forth in any Loan Document or as to the use of any
moneys loaned hereunder.


Section 9.07.          Indemnification
of the Agents.  (a)  The
Banks, severally, agree to indemnify each Agent (to the extent not promptly
reimbursed by the Borrower), ratably according to the respective unpaid
principal amounts of the Obligations at the time owing to such Agent, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, suits, judgments, court costs and other costs and expenses of any kind
or nature whatsoever (hereinafter called, collectively, “Expenses”)
which may be imposed on, incurred by or asserted against such Agent, as such,
in any way relating to or arising out any Loan Document or any action taken or
omitted by such Agent under any Loan Document; provided, that no Bank
shall be liable for any portion of such Expenses which, based on a final
adjudication, are determined to be the direct result of the gross negligence or
willful misconduct of such Agent hereunder. 
Each Agent shall be entitled to deduct amounts owed to it under this
Agreement from the proceeds of Collateral following an Event of Default prior
to distribution of proceeds to the Banks.


(b)           In
the event that any Agent does not receive from any Bank a payment which such
Bank is required by the terms hereof to make to such Agent and such Agent has
made the amount thereof available to the Borrower, as the intended recipient
thereof, if the Borrower repays such Agent the amount made available to it, the
Borrower shall be subrogated to such Agent’s right to recover such amount from
any Bank which failed to make such required payment.


(c)           The
provisions of this Section 9.07 shall survive the payment of the
Notes and the termination of this Agreement.


Section 9.08.          NCB
and Fortis Individually.  With
respect to its obligation as a Bank to lend under this Agreement and the
advances made by it pursuant hereto, each of NCB and Fortis shall have the same
obligations and the same rights, powers and privileges as it would have were it
not an Agent.  The terms “Bank” and “Banks”
as used herein shall, unless otherwise expressly indicated, include NCB and
Fortis in their individual capacity. 
Each of NCB and Fortis may accept deposits from, lend money to and,
generally, engage in any kind of banking, trust or other business with the
Borrower or any of its respective Subsidiaries or Affiliates in all respects as
if such Person were not acting as an Agent hereunder.



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Section 9.09.          Dealing
With the Banks.  Each Agent may at
all times deal solely with the several Banks for all purposes of this Agreement
and the protection, enforcement and collection of the Obligations, including
the acceptance and reliance upon any certificate, consent or other document of
such Banks and the division of payments pursuant to Section 2.11
notwithstanding possession by such Agent of actual knowledge that any Bank has
sold a participation in Loans made or to be made by it hereunder to another
Person.  Each Agent may deem and treat
the payees of the Notes as the owners thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof has been filed with the
Administrative Agent.  Any request,
authority or consent of any holder of any Note shall be conclusive and binding
on any subsequent holder, transferee or assignee of such Note.


Section 9.10.          Duties
Not to be Increased.  The respective
duties and liabilities of any Agent shall not be increased without the written
consent of such Agent.


Section 9.11.          Successor
Agents.  Any Agent may resign at any
time by giving 30 days’ written notice of such resignation to the Banks and the
Borrower, such resignation to be effective only upon the appointment of a
successor Agent as hereinafter provided. 
Upon any such notice of resignation, the Banks shall jointly appoint a
successor Agent upon written notice to the Borrower and the withdrawing Agent,
and provided that no Default or Event of Default exists, the Borrower shall
have the right to consent to such appointment (which consent shall not be
unreasonably withheld or delayed).  If no
successor Agent shall have been jointly appointed by such Banks (and, if
required, consented to by the Borrower) and shall have accepted such appointment
within thirty (30) days after the withdrawing Agent shall have given notice of
resignation, the Administrative Agent (unless it is the withdrawing Agent, in
which event the Bank or Banks having the largest Commitment Percentage) may,
upon notice to the Borrower and the Banks, appoint a successor Agent.  Upon its acceptance of any appointment as an
Agent hereunder, the successor Agent shall succeed to and become vested with
all the rights, powers, privileges and duties of its predecessor, and the withdrawing
Agent shall be discharged from its duties and obligations as an Agent under the
Loan Documents.  After an Agent’s
resignation hereunder, the provisions hereof shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was an Agent under the
Loan Documents and it shall also continue to be entitled to the indemnities
provided hereunder insofar as they relate to events which occurred while it was
an Agent hereunder.


Section 9.12.          Allocations
Made By the Administrative Agent.  As
between the Administrative Agent and the Banks, unless a Bank objecting to a
determination or allocation made by the Administrative Agent pursuant to this
Agreement delivers to the Administrative Agent written notice of such objection
within one hundred twenty (120) days after the date any distribution was made
by the Administrative Agent, such determination or allocation shall be
conclusive on such one hundred twentieth day and only those items expressly
objected to in such notice shall be deemed disputed by such Bank.  The Administrative Agent shall not have any
duty to inquire as to the application by the Banks of any amounts distributed
to them.


ARTICLE
X



ADDITIONAL LENDERS, ASSIGNMENTS AND PARTICIPATIONS


Section 10.01.        Additional
Banks.  Any commercial lender, other
financial institution or other entity (an “Additional Bank”) may join
this Agreement with the consent of the Borrower, the Security Agent and the
Administrative Agent (acting in their sole discretion) and without the
necessity of obtaining the consent of any of the Banks then a party hereto, by
executing and delivering to the Borrower, the Security Agent and the
Administrative Agent an agreement in substantially the form of Exhibit P
hereto (a “Joinder Agreement”), duly completed, accepting all the terms
and conditions of this Agreement.  Upon
execution and delivery of such Joinder Agreement, and subject to such consent,
such



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Additional Bank shall be a “Bank” for all purposes of the Loan
Documents, and Schedule 1.01(a) shall be modified by the
Administrative Agent to reflect such joinder. 
Upon such Additional Bank becoming a Bank hereunder, the Administrative
Agent and the Borrower shall make appropriate arrangements so that a Note is
issued by the Borrower to such Additional Bank, payable to its order, with
appropriate insertions.


Section 10.02.        Assignments.  (a)  Each Bank may, with the
written consent of the Administrative Agent and the Security Agent (which
consent shall not be unreasonably withheld or delayed) and of the Borrower
(which consent shall not be unreasonably withheld or delayed and which shall
not be required if a Default or Event of Default shall then exist), assign to
one or more banks or other financial institutions (each, a “Purchaser”)
all or a portion of its rights and obligations under the Loan Documents
(including, without limitation, all or a portion of its Commitment, the Loans
owing to it and the Note or Notes held by it); provided, that
(i) for each such assignment, the assigning Bank and the Purchaser shall
execute and deliver to the Administrative Agent and the Security Agent, for
their acceptance, an assignment and assumption agreement in form reasonably
satisfactory to it (an “Assignment Agreement”), together with any Note
or Notes being assigned and a processing and recordation fee in the amount of
$5,000, (ii) no Bank may transfer its proportionate share of Loans without
transferring its same proportionate share of Commitment, (iii) each such
assignment shall be at least $2,500,000 (or if less, such Bank’s entire Loan
and Commitment), (iv) if required pursuant to Section 2.24
hereof, the Purchaser shall have provided a Certificate of Exemption to the
Administrative Agent and the Borrower and (v) the consent of the Agents and the
Borrower and the recordation fee shall not be required for any assignment by a
Bank to an institutional lender which is a Subsidiary or other Affiliate of
such  Bank, but such assigning Bank and
Purchaser shall be liable for any out-of-pocket expenses of the Administrative
Agent and the Security Agent incurred in connection therewith. Upon execution
and delivery of such assignment agreement and payment of the processing and
recordation fee to the Administrative Agent, from and after the effective date
of such assignment as specified in such assignment agreement, (x) the
Purchaser shall be a party hereto and, to the extent of the rights and
obligations so assigned to it, shall have the rights and obligations of a Bank
hereunder, (y) the assigning Bank shall, to the extent of the rights and
obligations so assigned by it, have relinquished its rights (other than any
rights under Section 11.01 of this Agreement, which rights will
survive such assignment) and be released from its obligations under this
Agreement (and, in the case of an assignment covering all or the remaining
portion of such Bank’s rights and obligations under the Loan Documents, the
Bank shall cease to be a “Bank” hereunder) and (z) Schedule 1.01(a)
to this Agreement shall be deemed modified to reflect any such assignment by
the Administrative Agent.  No assignments
will be permitted by a Bank at a time when such Bank is in default of its
obligations under this Agreement. 
Notwithstanding anything to the contrary in this Section 10.02(a),
the Borrower shall not have the right to approve any assignment by a Bank if a
Default or an Event of Default then exists.


(b)           Within
five (5) Business Days after receipt by the Borrower of an assignment executed
by a Bank as described in subsection (a) above, the Borrower, at the
Borrower’s expense, shall execute and deliver to the Purchaser such assignee in
exchange for the Note or Notes surrendered upon such assignment, a new Note to
the order of the Purchaser in an amount equal to the Commitment assumed by such
Purchaser and, if the assigning Bank has retained a portion of the Commitment,
a new Note to the order of such Bank in an amount equal to the Commitment
retained by it.  Such new Note or Notes
shall re-evidence the indebtedness outstanding under the old Note or Notes,
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes and shall otherwise be in
substantially the form of the Notes subject to such assignment, with such
additions as the Administrative Agent shall require in order to reflect the
issuance of such new Notes as substitute Notes.


(c)           To
the extent that an assignment of all or any portion of a Bank’s Commitment and
related Loans would, at the time of such assignment, result in increased costs
under Section 2.14 in excess



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of those which would otherwise have been charged by the assigning Bank,
then the Borrower shall not be obligated to pay such excess costs (although the
Borrower shall be obligated to pay any increased costs which they would
otherwise have been obligated to pay the assigning Bank or any other increased
costs of the type described above resulting from changes after the date of the
assignment).


Section 10.03.        Participations.  (a)  Each Bank shall have the
right, subject to the further provisions of this Article X, to
grant or sell a participation in all or any part of its Loans, Notes, and
Commitment (a “Participation”) to any commercial lender, other financial
institution or other entity (a “Participant”) without the consent of the
Borrower, the Administrative Agent or any other party hereto, although notice
thereof shall be given to the Borrower and the Administrative Agent by each
selling Bank promptly after any Participation if, after giving effect thereto,
the interests hereunder in which it shall not have granted a Participation
shall be at least a majority of both its Commitment and its interest in the
Loans outstanding; provided, however, that:  (i) all amounts payable by the Borrower
hereunder shall be determined as if such Bank had not granted such
Participation; (ii) such Bank shall act as agent for all its Participants;
(iii) if required pursuant to Section 2.23 hereof, the
Participant shall provide a Certificate of Exemption to the Administrative
Agent and the Borrower and (iv) any agreement pursuant to which such Bank
may grant a Participation: 
(x) shall provide that such Bank shall retain the sole right and
responsibility to enforce the obligations of the Borrower hereunder including,
without limitation, the right to approve any amendment, modification or waiver
of any provisions of this Agreement; (y) may provide that such Bank will
not agree to any modification, amendment or waiver of this Agreement without
the consent of the Participant if such modification, amendment or waiver would
reduce the principal of or rate of interest on any Loan or postpone the date
fixed for any payment of principal of or interest on any Loan or release (in
whole or in part) any Guarantor or all or substantially all of the Collateral;
and (z) shall not relieve such Bank from its obligations, which shall
remain absolute, to make Loans hereunder.


(b)           Notwithstanding
anything in the foregoing to the contrary, (i) no Participant shall have
any direct rights hereunder, (ii) the Borrower, the Administrative Agent
and the Banks other than the selling Bank shall deal solely with the selling
Bank and shall not be obligated to extend any rights or make any payment to, or
seek any consent of, the Participant, and (iii) no Participation shall
relieve the selling Bank from its Commitment to make Loans hereunder or any of
its other obligations hereunder and such Bank shall remain solely responsible
for the performance thereof.


Section 10.04.        Information.  A Bank may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this Article X,
disclose to the assignee or participant (or proposed assignee or participant)
any information concerning the Borrower, its respective officers, directors and
Affiliates, including, without limitation, any information in regard to the
creditworthiness of the Borrower, obtained by the Bank pursuant to the Loan
Documents; provided, that such Bank takes reasonable precautions to
assure that the confidentiality thereof is maintained; and provided  further,
that nothing in this Section 10.04 shall limit the ability of any
Bank to disclose to any Person any information concerning the Borrower, its
respective officers, directors and Affiliates: 
(a) to its attorneys, auditors, agents, professional advisors, trustees
or affiliates (who are advised of the confidential nature of such information),
other than affiliates which, to the actual knowledge of such Bank, are in
direct competition with the Borrower or would reasonably be expected in the
near future to be in direct competition with the Borrower, (b) to the
extent such information presently is or hereafter becomes available to such
Bank on a non-confidential basis from any source or such information is in the
public domain at the time of disclosure, (c) to the extent required by law
(including applicable securities law), regulation, requirement, ruling, or
legal or judicial order or process or required or appropriate to be disclosed
in any report, statement or testimony submitted to any regulatory authority, (d) to
any rating agency to the extent required in



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connection with any rating to be assigned to such Bank or (e) to
the extent required in connection with any litigation between the Borrower and
any Bank with respect to the Loans or the Loan Documents.


ARTICLE
XI


MISCELLANEOUS
PROVISIONS


Section 11.01.        Fees
and Expenses; Indemnity. 
(a)  The Borrower agrees to promptly pay on demand
(i) all costs and expenses of the Agents in preparing the Loan Documents
and all costs and expenses of the issue of the Notes including, but not limited
to, the fees, audit expenses, expenses and disbursements of special counsel to
the Administrative Agent, in connection with the preparation, execution,
delivery and enforcement of the Loan Documents, the consummation of the transactions
contemplated by all such documents (including, without limitation, all costs of
filing or recording any assignments, mortgages, financing statements and other
documents), the administration of the Loan Documents and the negotiation,
preparation and execution and delivery of any amendment, modification or
supplement of or to, or any consent under, any such document (or any such
instrument which is proposed but not executed and delivered); (ii) all
costs and expenses of the Custodian and the Appraiser; and (iii) all costs
and expenses of the Agents and the Banks following the occurrence of an Event
of Default, including without limitation, enforcement of their rights and
remedies under the Loan Documents, performance of and compliance with all agreements
and conditions contained in any Loan Document on the part of the Borrower or
any other Person to be performed or complied with, and with any claim or action
threatened, made or brought against the Agents or the Banks arising out of or
relating to any extent to the Loan Documents or the transactions contemplated
hereby or thereby.


(b)           The
Borrower shall indemnify and hold harmless the Agents and the Banks, and each
of their respective officers, directors, agents, representatives and Affiliates
(each being an “Indemnified Party”), against, and hold each of them
harmless from, any loss, liabilities, obligations, actions, causes of action,
damages, settlement claims, costs and expenses (including reasonable attorneys’
fees and disbursements for counsel selected by any Agent or Bank) suffered or
incurred by it arising out of, resulting from or in any manner connected with,
the execution, delivery and performance of each of the Loan Documents, the
Loans and any and all transactions related to or consummated in connection with
the Loans (other than as a result of an act or omission of the Indemnified
Party which a court of competent jurisdiction finally determines has been
committed with gross negligence, willful misconduct or in bad faith),
including, without limitation, losses, liabilities, damages, claims, costs and
expenses suffered or incurred by the Indemnified Party in investigating,
preparing for, defending against, or providing evidence, producing documents or
taking any other action in respect of any commenced or threatened litigation,
administrative proceeding or investigation under any federal securities law or
any other statute of any jurisdiction, or any regulation, or at common law or
otherwise, which is alleged to arise out of or is based upon (i) the
ownership or use of any of the Collateral or the Lien of the Security Agent or
the Banks in the Collateral, (ii) the failure on the part of the Borrower
to comply and the failure of any Lessees under Eligible Leases to comply in all
respects with the laws of the United States of America and other jurisdictions
in which the Collateral or any part thereof my be operated and with all lawful
acts, rules, regulations and orders of any commissions, boards or other
legislative, executive, administrative or judicial bodies or officers having
power to regulate or supervise any of the Collateral, and (iii) the
execution, delivery, consummation, waiver, consent, amendment, enforcement,
performance and administration of the Loan Documents, or the use by the Borrower
of the proceeds of each Loan under this Agreement; (iv) any untrue
statement or alleged untrue statement of any material fact by the Borrower;
(v) any omission or alleged omission to state any material fact required
to be stated in such document or schedule, or necessary to make the statements
made therein, in light of the circumstances under which made, not misleading;
(vi) any acts, practices or omissions or alleged acts, practices or
omissions of the Borrower or its agents or representatives related to the
making of any acquisition,



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purchase of shares or assets pursuant thereto, financing of such
purchases or the consummation of any other transactions contemplated by any
such acquisitions which are alleged to be in violation of any federal
securities law or of any other statute, regulation or other law of any
jurisdiction applicable to the making of any such acquisition, the purchase of
shares or assets pursuant thereto, the financing of such purchases or the
consummation of the other transactions contemplated by any such acquisition; or
(vii) any withdrawals, termination or cancellation of any such proposed
acquisition for any reason whatsoever. 
The indemnity set forth herein shall be in addition to any other obligations
or liabilities of the Borrower to the Indemnified Parties under any of the Loan
Documents or at common law or otherwise.


(c)           The
provisions of this Section 11.01 shall survive the payment of the
Notes and the termination of this Agreement.


Section 11.02.        Taxes.  (a)  If it shall be determined that
any federal, state or local tax is payable in respect of the issuance of any
Note (other than any tax on or measured by the net income of the Banks pursuant
to applicable federal, state or local income tax laws), or in connection with
the filing or recording of any assignments, mortgages, financing statements, or
other documents (whether measured by the amount of indebtedness secured or
otherwise) as contemplated by this Agreement (other than in respect of tax
penalties imposed solely by reason of any act or omission of the Administrative
Agent or any of the Banks committed in bad faith or with gross negligence),
then the Borrower agrees to pay any such tax and all interest and penalties, if
any, and will indemnify the Administrative Agent and the Banks against and hold
each of them harmless from any loss or damage resulting from or arising out of
the nonpayment or delay in payment of any such tax.  If any such tax or taxes shall be assessed or
levied against any Bank or any other holder of a Note, such Bank or such other
holder, as the case may be, may notify the Borrower and make immediate payment
thereof, together with interest or penalties in connection therewith, and shall
thereupon be entitled to and shall receive immediate reimbursement therefor
from the Borrower.  Each Bank will use
reasonable efforts to promptly notify the Borrower of any such assessment or
levy of taxes.  Notwithstanding any other
provision contained in this Agreement, the covenants and agreements of the
Borrower in this Section 11.02 shall survive payment of the Notes
and the termination of this Agreement.


(b)           The
Borrower does not intend to treat the Loans or the transactions herein as being
a “reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4).  If the Borrower determines to
take any action inconsistent with such intention, the Borrower will promptly
notify the Administrative Agent and each Bank thereof.  If the Borrower so notifies the
Administrative Agent and each Bank, the Borrower acknowledges that each Bank
may treat its Loans as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Bank will maintain the lists and other
records, including the identity of the applicable party to the Loans as
required by such Treasury Regulation.


Section 11.03.        Survival
of Agreements and Representations; Waiver of Trial by Jury.


(a)           All
agreements, representations and warranties made herein shall survive the
delivery of this Agreement and the Notes.


(b)           THE
BORROWER, EACH AGENT AND EACH LENDER WAIVES TRIAL BY JURY IN ANY LITIGATION IN
ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS
AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS OR ANY OF THE OTHER LOAN
DOCUMENTS, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
ENFORCEMENT THEREOF.



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Section 11.04.        Lien on and Set-off of Deposits.  As security for the due payment and
performance of all the Obligations, the Borrower hereby grants to the Security
Agent for the ratable benefit of the Banks a Lien on any and all deposits or
other sums at any time credited by or due from any Bank to the Borrower,
whether in regular or special depository accounts or otherwise, and any and all
monies, securities and other property of the Borrower, and the proceeds thereof,
now or hereinafter held or received by or in transit to any Bank from or for
the Borrower, whether for safekeeping, custody, pledge, transmission,
collection or otherwise, and any such deposits, sums, monies, securities and
other property may, at any time after the occurrence and during the continuance
of any Event of Default, be set-off, appropriated and applied by such Bank
against any of the Obligations, whether or not any of such Obligations is then
due or is secured by any Collateral, or, if it is so secured, whether or not
the Collateral held by the Security Agent is considered to be adequate. All
maintenance reserves and security deposits held at any time by the Borrower in
respect of any assets shall be maintained at all times in unrestricted deposit
accounts with one or more Banks and with no other financial institutions.


 


Section 11.05.        Modifications,
Consents and Waivers; Entire Agreement. 
(a)  No modification, amendment or waiver of or with respect
to any provision of any Loan Document nor consent to any departure by the
Borrower from any of the terms or conditions hereof or thereof, shall in any
event be effective unless it shall be in writing and signed by the Majority
Banks; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by (w) a Bank, increase the amount of or
extend the term of such Bank’s Commitment or subject such Bank to any
additional obligations, (x) the Majority Banks (but which shall include, in any
event, both Agents), (A) subject to the last sentence of Section 2.01,
increase the Aggregate Revolving Loan Commitment, (B) amend, waive or otherwise
modify the provisions of Article VII hereof or (C) add to Schedule
1.01(c) any additional countries or to 
Schedule 1.01(d) any makes or models of Engines, (y) the Swing
Line Lender, increase, impose any additional obligations on or otherwise affect
or modify the obligations of the Swing Line Lender and (z) all of the Banks, do
any of the following: (i) reduce the principal of, or interest on, the
Notes or any fees hereunder, (ii) postpone any scheduled date for any
payment of principal of, or interest on, the Notes or any fees hereunder,
(iii) change the percentage in interest of the Banks which shall be
required to take any action hereunder, (iv) other than as permitted by the
Loan Documents, release all or a substantial portion of the Collateral if the
effect thereof is to cause the outstanding principal amount of the Loans to
exceed the amount of the Asset Base, (v) change in a manner adverse to the
Banks the definitions of “Asset Base,” “Country Concentration Limits,” “Eligible
Asset,” “Eligible Engine,” “Eligible Equipment” or “Eligible Lease,” but
excluding any change subject to clause (x)(C) above, or (vi) change any
provision of this Section 11.05 (it being understood and agreed
that a waiver of Post-Default Interest or of an Event of Default other than a
payment default shall not constitute a waiver subject to preceding
clauses (i) or (ii)); provided, however, that no amendment,
waiver or consent with respect to any provision of Article IX
hereof shall be effective unless signed by the Agent affected by such
amendment; provided, further, that Schedules 3.01(a),
3.01(b), and 3.01(c), 3.14, 3.16, and 3.19 to
this Agreement may be unilaterally updated by the Borrower from time to time
without any consent of the Administrative Agent or Majority Banks in respect of
any Borrowing Date hereunder to the extent required to make the information
contained therein correct as of such Borrowing Date (provided, that such
updating shall not cure any prior misrepresentation or be deemed a waiver of
any breach of this Agreement which may have occurred in respect of the
representations and warranties made on the date hereof or any Borrowing Date
prior to such update) and upon such updating, subject to the foregoing, each
applicable Schedule shall be deemed appropriately amended without the need for
any further action.  No amendment or
modification affecting the role of any Agent or Agents shall be effective unless
it has been approved in writing by such Agent or Agents, as applicable. In the
event there exists one (1) dissenting Bank in any vote that would require
unanimity (the “Dissenting Bank”), the Borrower shall have the right to
prepay the outstanding principal, and interest and fees then accrued and
unpaid, and amounts owed under Section 2.19 (calculated with respect to
the Loans made by the Dissenting Bank. At such time as the prepayment is made,
the Dissenting Bank shall cease to be a Bank for purposes of this  Agreement and the Aggregate Revolving



 76
 






 



Loan Commitment shall be adjusted accordingly to reflect (i) the
removal of the Dissenting Bank’s Commitment and, if applicable, (ii) the
increase by a Bank or Banks of their Commitments or the additional of a new
bank as a Bank under this Agreement and (iii) the Borrower’s indemnification
obligation with respect to such removed Dissenting Bank shall continue.


(b)           This
Agreement embodies the entire agreement and understanding among the Agents, the
Banks and the Borrower and supersedes all prior agreements and understandings
relating to the subject matter hereof.


Section 11.06.        Remedies
Cumulative.  Each and every right
granted to the Agents and the Banks hereunder or under any other document
delivered hereunder or in connection herewith, or allowed it by law or equity,
shall be cumulative and may be exercised from time to time.  No failure on the part of any Agent or the
Banks to exercise, and no delay in exercising, any right shall operate as a
waiver thereof, nor shall any single or partial exercise of any right preclude
any other or future exercise thereof or the exercise of any other right.


Section 11.07.        Further
Assurances.  At any time and from
time to time, upon the reasonable request of the Administrative Agent, the
Borrower shall, at its expense, execute, deliver and acknowledge or cause to be
executed, delivered and acknowledged, such further documents and instruments,
including, without limitation, collateral assignments of software rights and
Lien searches requested from time to time to confirm the Security Agent’s Lien
on the Collateral, and do such other acts and things as the Administrative
Agent may reasonably request in order to fully effect the purposes of the Loan
Documents.


Section 11.08.        USA
PATRIOT Act Notice.  Each Bank and
the Administrative Agent (for itself and not on behalf of any Bank) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act,
it is required to obtain, verify and record information that identifies the
Borrower and its Subsidiaries, which information includes the name and address
of the Borrower and its Subsidiaries and other information that will allow such
Bank or the Administrative Agent, as applicable, to identify the Borrower and
its Subsidiaries in accordance with the USA Patriot Act.


Section 11.09.        Notices.  Except as otherwise provided for herein, all
notices, requests, reports and other communications pursuant to this Agreement
shall be in writing, and shall be delivered personally, by hand or commercial
messenger service, or sent by certified mail or registered mail, postage
prepaid, return receipt requested, or facsimile with electronic confirmation of
receipt, except for routine reports delivered in compliance with Article V
hereof which may be sent by ordinary first-class mail, facsimile, with
electronic confirmation of receipt or email, to each party at its address,
facsimile number and email address indicated opposite its name on the signature
pages hereto.  Any notice, request or
communication hereunder shall be deemed to have been given on the day on which
it is delivered by hand or commercial messenger service or overnight delivery
to such party at its address specified above, or, if sent by mail, on the third
(3rd) Business Day after the day deposited, with a United States Postal
Depositary postage prepaid, if sent by facsimile or email, when electronically
confirmed. Any facsimile transmission pursuant to this section other than
routine reports shall be confirmed by hard copy sent one (1) Business Day after
transmission by first class or registered or certified mail.  Any party may change the person or address to
whom or which notices are to be given hereunder; provided, however,
that any such notice shall be deemed to have been given hereunder only when
actually received by the party to which it is addressed.



 77
 






 



Section 11.10.        Construction; Governing Law; Consent
to Jurisdiction/Limit of Liability.


 


(a)           The
headings used in this Agreement are for convenience of reference only and shall
not in any way be deemed to limit, define or describe the scope and intent of
this Agreement or any provision hereof.


(b)           THIS
AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS AND THE OTHER LOAN DOCUMENTS SHALL
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 LAW BUT OTHERWISE WITHOUT REGARD TO OF CONFLICT OF LAWS PRINCIPLES.


(c)           The
Borrower irrevocably consents that any legal action or proceeding against it
under, arising out of or in any manner relating to this Agreement, the Notes,
or any other Loan Document shall be subject to the exclusive jurisdiction of
any court of the State of New York sitting in the County of New York or the
United States District Court for the Southern District of New York.  The Borrower, by the execution and delivery
of this Agreement, expressly and irrevocably assents and submits to the
personal jurisdiction of any of such courts in any such action or
proceeding.  The Borrower further
irrevocably consents to the service of any complaint, summons, notice or other
process relating to any such action or proceeding by delivery thereof to it by
hand or by mail in the manner provided for in Section 11.09
hereof.  The Borrower hereby expressly
and irrevocably waives any claim or defense in any such action or proceeding
based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar
basis.  The Borrower shall not be
entitled in any such action or proceeding to assert any defense given or
allowed under the laws of any state other than the State of New York unless
such defense is also given or allowed by the laws of the State of New
York.  Nothing in this Section 11.10
shall affect, or impair in any manner or to any extent the right of the Agents
or the Banks to commence legal proceedings or otherwise proceed against the
Borrower in any jurisdiction or to serve process in any manner permitted by
law.


Section 11.11.        Severability.  The provisions of this Agreement are
severable, and if any clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof,
in such jurisdiction and shall not in any manner affect such clause or
provision in any other jurisdiction, or any other clause or provision in this
Agreement in any jurisdiction.  Each of
the covenants, agreements and conditions contained in this Agreement is independent
and compliance by the Borrower with any of them shall not excuse noncompliance
by the Borrower with any other.  The
Borrower shall not take any action the effect of which shall constitute a
breach or violation of any provision of this Agreement.


Section 11.12.        Binding
Effect; No Assignment or Delegation. 
This Agreement shall be binding upon and inure to the benefit of the
Borrower and its successors and to the benefit of Banks and the Administrative
Agent and their respective successors and assigns.  The rights and obligations of the Borrower
under this Agreement shall not be assigned or delegated without the prior
written consent of the Majority Banks, and any purported assignment or
delegation without such consent shall be void.


Section 11.13.        Counterparts.  This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same instrument. 
Execution and delivery of this Agreement by facsimile transmission shall
constitute execution and delivery of this Agreement for all purposes with the
same effects of execution and delivery of a manually signed copy thereof.


Section 11.14.        LIMITATION
OF LIABILITY.  NO CLAIM MAY BE MADE
BY THE BORROWER OR ANY OTHER PERSON AGAINST ANY AGENT, ANY LENDER OR THE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF ANY



 78
 






 



AGENT OR ANY LENDER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OR, TO THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY PUNITIVE DAMAGES IN RESPECT
OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT, STATUTORY
LIABILITY, OR ANY OTHER GROUND) BASED ON, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH OR
THEREWITH, AND THE BORROWER HEREBY WAIVES, RELEASES, AND AGREES NEVER TO SUE
UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM NOW EXISTS OR HEREAFTER
ARISES AND WHETHER OR NOT IT IS NOW KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


Section 11.15.        Confidentiality.  In handling any written information
designated as confidential, each of the Agents and the Banks shall exercise the
same degree of care that it exercises with respect to its own proprietary
information of the same type to maintain the confidentiality of any non-public
information thereby received or received pursuant to any Loan Document except
that disclosure of such information may be made (a) to the agents,
employees, subsidiaries or Affiliates of such Person in connection with the
Loan Documents, (b) to prospective participants or assignees of the Loans,
provided that they have agreed to be bound by the provisions of this Section
11.15, (c) as required by law, regulation, rule or order, subpoena,
judicial order or similar order, and (d) as may be required in connection
with the examination, audit or similar investigation of such Person.  Confidential information shall not include information
that either (x) is in the public domain, or becomes a part of the public
domain after disclosure to such Person through no fault of such Person or
(y) is disclosed to such Person by a third party, provided such Person
does not have knowledge that such third party is prohibited from disclosing
such information.


Section 11.16.        Custodial
Agreement.  The Security Agent has
entered into one or more agreements with third parties pursuant to which
agreements such third parties will hold custody to any or all of the
Collateral.  Without limiting the
foregoing, the Administrative Agent and each of the other Banks hereto
acknowledge and agree (i) to the terms and conditions of the Custodial
Agreement; (ii) that the third party custodian thereto may hold each of the
documents and instruments to be delivered therein, including without
limitation, the “chattel paper” original of each Lease, for the benefit of the
Security Agent; and (iii) that the Security Agent shall not be liable in the
event of any damage, loss or destruction of any of the documents or instruments
to be delivered therein, including without limitation, the “chattel paper”
originals of each Lease, by such third party custodian.


[Remainder of page intentionally left blank; signatures on
following pages]



 79














 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  	
  2320 Marinship Way, Suite 300

  
	
   

  	
   

  	
  Sausalito, CA 94965

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
  Facsimile: (415) 275-5102

  
	
   

  	
   

  	
  Telephone: (415) 275-5100

  
	
   

  	
   

  	
  Email: tnord@willislease.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Robert M. Warwick

  
	
   

  	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Financial Officer

  



 


 


WILLIS LEASE FINANCE CORPORATION

SECOND AMENDED AND RESTATED CREDIT AGREEMENT









 



 


	
  

  	
   

  	
  AGENTS AND BANKS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL CITY BANK, as Administrative Agent

  and Swing Line Lender

  
	
   

  	
   

  	
  One South Broad

  
	
   

  	
   

  	
  14th Floor, Locator 01-5997

  
	
   

  	
   

  	
  Philadelphia, PA 19107

  
	
   

  	
   

  	
  Attention: Christos Kytzidis

  
	
   

  	
   

  	
  Facsimile: (267) 256-4001

  
	
   

  	
   

  	
  Telephone: (267) 256-4092

  
	
   

  	
   

  	
  Email: chris.kytzidis@nationalcity.com;
  ulana.bereza@nationalcity.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Christos Kytzidis

  
	
   

  	
   

  	
   

  	
  Title:   Senior
  Vice President

  



 


 


	
  

  	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
  One South Broad

  
	
   

  	
   

  	
  14th Floor, Locator 01-5997

  
	
   

  	
   

  	
  Philadelphia, PA 19107

  
	
   

  	
   

  	
  Attention: Christos Kytzidis

  
	
   

  	
   

  	
  Facsimile: (267) 256-4001

  
	
   

  	
   

  	
  Telephone: (267) 256-4092

  
	
   

  	
   

  	
  Email: chris.kytzidis@nationalcity.com;
  ulana.bereza@nationalcity.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Christos Kytzidis

  
	
   

  	
   

  	
   

  	
  Title:   Senior
  Vice President

  










 



 


	
  

  	
   

  	
  FORTIS BANK (NEDERLAND) N.V., as Structuring

  Agent and Security Agent

  
	
   

  	
   

  	
  Fortis Bank (Nederland) N.V.

  
	
   

  	
   

  	
  Coolsingel 93

  
	
   

  	
   

  	
  3012 AE Rotterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
  Attention: Maarten H. Schipper

  
	
   

  	
   

  	
  Telephone: 31 10 401 9522

  
	
   

  	
   

  	
  Facsimile: 31 10 401 9529

  
	
   

  	
   

  	
  Email: maarten.schipper@nl.fortisbank.com;

  rinie.wust@nl.forisbank.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
   

  	
  Title:

  



 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: M.H. Schipper

  
	
   

  	
   

  	
   

  	
  Title:   Senior Manager, Intermodal & Aviation

  Group

  



 


	
  

  	
   

  	
  FORTIS BANK (NEDERLAND) N.V.

  
	
   

  	
   

  	
  Fortis Bank (Nederland) N.V.

  
	
   

  	
   

  	
  Coolsingel 93

  
	
   

  	
   

  	
  3012 AE Rotterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
  Attention: Maarten H. Schipper

  
	
   

  	
   

  	
  Telephone: 31 10 401 9522

  
	
   

  	
   

  	
  Facsimile: 31 10 401 9529

  
	
   

  	
   

  	
  Email: maarten.schipper@nl.fortisbank.com;

  rinie.wust@nl.forisbank.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
   

  	
  Title:

  



 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: M.H. Schipper

  
	
   

  	
   

  	
   

  	
  Title:   Senior Manager, Intermodal & Aviation

  Group

  










 



 


	
  

  	
   

  	
  CALIFORNIA BANK & TRUST,

  
	
   

  	
   

  	
  South Bay Commercial Banking Office

  
	
   

  	
   

  	
  1690 South El Camino Real

  
	
   

  	
   

  	
  San Mateo, California 94402

  
	
   

  	
   

  	
  Attention: J. Michael Sullivan

  
	
   

  	
   

  	
  Telephone: (415) 875-1444

  
	
   

  	
   

  	
  Facsimile: (415) 875-1457

  
	
   

  	
   

  	
  Email: jsullivan@calbt.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  J. Michael Sullivan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						










 



 


	
  

  	
   

  	
  KfW

  
	
   

  	
   

  	
  Palmengartenstr. 5 - 9

  
	
   

  	
   

  	
  60325 Frankfurt/Main

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Attention: Andreas Roth

  
	
   

  	
   

  	
  Telephone: 49 69 7431 1806

  
	
   

  	
   

  	
  Facsimile: 49 69 7431 2944

  
	
   

  	
   

  	
  Email: andreas.roth@kfw.de

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Thomas Brehler

  
	
   

  	
   

  	
   

  	
  Title: First Vice President

  



 


 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Andreas Roth

  
	
   

  	
   

  	
   

  	
  Title: Senior Project Manager

  










 



 


	
  

  	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  	
  Corporate Banking

  
	
   

  	
   

  	
  150 California Street, 13th Floor

  
	
   

  	
   

  	
  San Francisco, California 94111

  
	
   

  	
   

  	
  Attention: Nanci Brusati Dias

  
	
   

  	
   

  	
  Telephone: (415) 576-2801

  
	
   

  	
   

  	
  Facsimile: (415) 576-3961

  
	
   

  	
   

  	
  Email: nanci.dias@cnb.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Nanci Brusati Dias

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						










 



 


	
  

  	
   

  	
  ALLIANCE & LEICESTER COMMERCIAL

  FINANCE PLC

  
	
   

  	
   

  	
  120 New Cavendish Street

  
	
   

  	
   

  	
  London W1W 6XX

  
	
   

  	
   

  	
  Attention: Justin Patrick

  
	
   

  	
   

  	
  Telephone: +44 (0) 20 7907 3646

  
	
   

  	
   

  	
  Facsimile: +44 (0) 161 214 3473

  
	
   

  	
   

  	
  Email: justin.patrick@alliance-leicester.co.uk

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Martin Webb

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Head of Aviation

  
						










 



 


	
  

  	
   

  	
  CREDIT INDUSTRIEL ET COMMERCIAL,

  NEW YORK BRANCH

  
	
   

  	
   

  	
  520 Madison Avenue, 37th floor

  
	
   

  	
   

  	
  New York NY 10022

  
	
   

  	
   

  	
  Attention: Alex Aupoix

  
	
   

  	
   

  	
  Telephone: (212) 715-6610

  
	
   

  	
   

  	
  Facsimile: (212) 715-6535

  
	
   

  	
   

  	
  Email: aaupoix@cicny.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Alex Aupoix

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Adrienne Molloy

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						










 



 


	
  

  	
   

  	
  HSH NORDBANK AG, NEW YORK BRANCH

  
	
   

  	
   

  	
  230 Park Avenue

  
	
   

  	
   

  	
  New York, New York 10169

  
	
   

  	
   

  	
  Attention: Hari Raghavan

  
	
   

  	
   

  	
  Telephone: (212) 407-6000

  
	
   

  	
   

  	
  Facsimile: (212) 407-6033

  
	
   

  	
   

  	
  Email: hari.raghavan@hsh-nordbank.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Jack V. Confusione

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  Deputy Head of Real Estate

  
	
   

  	
   

  	
   

  	
   

  	
  HSH Nordbank AG,

  
	
   

  	
   

  	
   

  	
   

  	
  New York Branch

  
						



 


 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Sylvie Morvan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						










 



 


	
  

  	
   

  	
  STATE BANK OF INDIA, LOS ANGELES AGENCY

  
	
   

  	
   

  	
  707 Wilshire Boulevard, Suite 1995

  
	
   

  	
   

  	
  Los Angeles, California 90017

  
	
   

  	
   

  	
  Attention: Sanjiv Chadha

  
	
   

  	
   

  	
  Telephone: (213) 623-7250

  
	
   

  	
   

  	
  Facsimile: (213) 612-9999

  
	
   

  	
   

  	
  Email: sbilaa@yahoo.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Sanjiv Chadha

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
						










 



 


	
  

  	
   

  	
  LANDESBANKI ISLANDS HF.

  
	
   

  	
   

  	
  Aviation Finance

  
	
   

  	
   

  	
  Hafuarstraeti 5

  
	
   

  	
   

  	
  IS-155 Reykjavik

  
	
   

  	
   

  	
  Iceland

  
	
   

  	
   

  	
  Attention: Halldor Hafsteinsson

  
	
   

  	
   

  	
  Telephone: +354 (410) 7416

  
	
   

  	
   

  	
  Facsimile: +354 (410) 3013

  
	
   

  	
   

  	
  Email: halldor.hafsteinsson@landsbanki.is

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Elin Sigfusdottir

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director Corporate Finance

  
						



 


 


	
  

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  David Bjornsson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Deputy Managing Dir. Corporate Fin.

  
						










 



 


	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
  37 Place du Marché Saint-Honoré

  
	
   

  	
   

  	
  75031 Paris Cedex 01

  
	
   

  	
   

  	
  Attention : Aviation Finance Group - Middle Office

  
	
   

  	
   

  	
  Telephone : +33 1 43 16 81 16

  
	
   

  	
   

  	
  Facsimile : +33 1 43 16 82 52

  
	
   

  	
   

  	
  Email: antoine.treguer@bnpparibas.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Antoine Treguer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 















 


SCHEDULE
1.01(a)


COMMITMENT PERCENTAGES AND LOAN COMMITMENTS


	
  Bank Name

  	
   

  	
  Commitment

  	
   

  	
  Commitment Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National City Bank

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  California Bank &
  Trust

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  Fortis Bank (Nederland)
  N.V.

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  KfW

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  City National Bank

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  Alliance &
  Leicester Commercial Finance Plc

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  Credit Industriel et
  Commercial, New York Branch

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  HSH Nordbank AG, New
  York Branch

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  State Bank of India,
  Los Angeles Agency

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  Landesbanki Islands hf.

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
  BNP Paribas

  	
   

  	
  $

  	
  ***

  	
   

  	
  ***

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  100.00

  	
  %

  



 






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









 



SCHEDULE 1.01(b)


PERMISSIBLE AIRLINES OF ACCESSION JURISDICTIONS 




	
  1.

  	
   

  	
  ***

  
	
  2.

  	
   

  	
  ***

  
	
  3.

  	
   

  	
  ***

  
	
  4.

  	
   

  	
  ***

  
	
  5.

  	
   

  	
  ***

  
	
  6.

  	
   

  	
  ***

  
	
  7.

  	
   

  	
  ***

  
	
  8.

  	
   

  	
  ***

  
	
  9.

  	
   

  	
  ***

  
	
  10.

  	
   

  	
  ***

  
	
  11.

  	
   

  	
  ***

  
	
  12.

  	
   

  	
  ***

  
	
  13.

  	
   

  	
  ***

  
	
  14.

  	
   

  	
  ***

  
	
  15.

  	
   

  	
  ***

  
	
  16.

  	
   

  	
  ***

  
	
  17.

  	
   

  	
  ***

  
	
  18.

  	
   

  	
  ***

  
	
  19.

  	
   

  	
  ***

  
	
  20.

  	
   

  	
  ***

  
	
  21.

  	
   

  	
  ***

  
	
  22.

  	
   

  	
  ***

  
	
  23.

  	
   

  	
  ***

  
	
  24.

  	
   

  	
  ***

  
	
  25.

  	
   

  	
  ***

  
	
  26.

  	
   

  	
  ***

  
	
  27.

  	
   

  	
  ***

  
	
  28.

  	
   

  	
  ***

  
	
  29.

  	
   

  	
  ***

  
	
  30.

  	
   

  	
  ***

  
	
  31.

  	
   

  	
  ***

  
	
  32.

  	
   

  	
  ***

  
	
  33.

  	
   

  	
  ***

  
	
  34.

  	
   

  	
  ***

  
	
  35.

  	
   

  	
  ***

  
	
  36.

  	
   

  	
  ***

  
	
  37.

  	
   

  	
  ***

  
	
  38.

  	
   

  	
  ***

  
	
  40.

  	
   

  	
  ***

  
	
  41.

  	
   

  	
  ***

  
	
  42.

  	
   

  	
  ***

  
	
  43.

  	
   

  	
  ***

  






 






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









 



SCHEDULE 1.01(c)


COUNTRY CONCENTRATION LIMITS


(a)           North
America - the aggregate amount includible in the Asset Base of Net Book
Value of Eligible Engines and Eligible Equipment subject to Eligible Leases to
Lessees domiciled or whose chief executive offices are located in the United
States or Canada shall not exceed ***% of the Asset Base.


(b)           Western
Europe - the aggregate amount includible in the Asset Base of Net Book
Value of Eligible Engines and Eligible Equipment subject to Eligible Leases to
Lessees whose chief executive offices are located in Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Iceland, Ireland, Italy, Malta, Norway,
Portugal, Spain, Sweden, Switzerland, The Netherlands or the United Kingdom shall not exceed ***% of the Asset Base.


(c)           Asia/Pacific
- the aggregate amount includible in the Asset Base of Net Book Value of
Eligible Engines and Eligible Equipment subject to Eligible Leases to Lessees
domiciled or whose chief executive offices are located in Australia, Fiji, Hong
Kong, India, Japan, New Zealand, Singapore, Taiwan, China, Indonesia, South
Korea, Malaysia, Philippines, Thailand or Vietnam shall not exceed ***% of the
Asset Base.


(d)           Central
America/South America (including Mexico) - the aggregate amount includible
in the Asset Base of Net Book Value of Eligible Engines and Eligible Equipment
subject to Eligible Leases to Lessees whose chief executive offices are located
in Argentina, Aruba, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica,
Ecuador, El Salvador, Guatemala, Honduras, Jamaica, Mexico, Nicaragua, Panama,
Peru or Venezuela shall not exceed ***% of the Asset Base.


(e)           Africa/Middle
East/Eastern Europe - the aggregate amount includible in the Asset Base of
Net Book Value of Eligible Engines and Eligible Equipment subject to Eligible
Leases to Lessees domiciled or whose chief executive offices are located in
Bahrain, Croatia, Hungary, Israel, Kuwait, Qatar, South Africa, Pakistan,
Poland, Turkey, Yemen or United Arab Emirates shall not exceed ***% of the
Asset Base.


(f)            Emerging
Countries — subject to the first proviso below,
the aggregate amount includible in the Asset Base of Net Book Value of Eligible
Engines and Eligible Equipment subject to Eligible Leases to Lessees domiciled
or whose chief executive offices are in any one of the countries located in
Africa/Middle East/Eastern Europe, Central America/South America and
Asia/Pacific (but excluding Australia, Japan, New Zealand and Singapore) (individually an “Emerging Country”
and, collectively, the “Emerging Countries”) shall not exceed ***% of
the Asset Base; provided that the aggregate amount includible in the Asset
Base of Net Book Value of Eligible Engines and Eligible Equipment subject to
Eligible Leases to Lessees domiciled or whose chief executive offices are
located in (A) the People’s Republic of China shall not exceed ***% of the
Asset Base and (B) in any one of the following countries shall not exceed
***% of the Asset Base: (I) Brazil, (II) Mexico, (III) Republic of India or
(IV) South Korea.


Provided further, that in determining the concentration
limitations for any Emerging Country, the applicable percentage limitations
shall be the lesser of the amount determined under paragraphs (a) through (e)
or the amount determined pursuant to paragraph (f).


 






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









 



SCHEDULE 1.01(d)


PERMITTED MAKES AND MODELS OF ENGINES


	
  Manufacturer

  	
   

  	
  Engine Model

  
	
   

  	
   

  	
   

  
	
  Rolls Royce

  	
   

  	
  3007

  
	
  

  	
   

  	
  RB-211 series

  
	
  

  	
   

  	
  Trent series

  
	
  

  	
   

  	
  BR-715

  
	
   

  	
   

  	
   

  
	
  General Electric

  	
   

  	
  CF34-3

  
	
  

  	
   

  	
  CF34-8

  
	
  

  	
   

  	
  CF6-50

  
	
  

  	
   

  	
  CF6-80C2 series

  
	
  

  	
   

  	
  CF6-80D series

  
	
  

  	
   

  	
  CF6-80E series

  
	
  

  	
   

  	
  GE90 series

  
	
   

  	
   

  	
   

  
	
  CFM International

  	
   

  	
  CFM56-2

  
	
  

  	
   

  	
  CFM56-3 series

  
	
  

  	
   

  	
  CFM56-5 series

  
	
  

  	
   

  	
  CFM56-7 series

  
	
   

  	
   

  	
   

  
	
  Pratt & Whitney

  	
   

  	
  JT8D-200 series

  
	
  

  	
   

  	
  PW-127

  
	
  

  	
   

  	
  PW-2000 series

  
	
  

  	
   

  	
  PW-4000 series (94”, 100” and 112” fan)

  
	
  

  	
   

  	
  PW-4100 series

  
	
  

  	
   

  	
  PW-4400 series

  
	
   

  	
   

  	
   

  
	
  International Aero Engines

  	
   

  	
  V2500-A series

  
	
  

  	
   

  	
  V2500-D series

  



 









 



SCHEDULE 1.01(e)


[INTENTIONALLY OMITTED]









 



SCHEDULE 1.01(f)


EXCEPTED COLLATERAL


	
  Collateral
  Description

  	
   

  	
  Lessee

  	
   

  	
  Eligibility Issue

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine: CFM56-3C1

  Serial Numbers:

  725493 and 860131

  	
   

  	
  Olympic Airways

  	
   

  	
  No mortgage filings were or will be done in Greece
  because an engine mortgage is rendered ineffective when an engine is
  installed on an aircraft under Greek law.

  



 









 



SCHEDULE 1.01(g)


 


LIENS


	
  Creditor

  	
   

  	
  Collateral

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bankcorp

  	
   

  	
  DeHavilland
  DHC-8-102

  ESN 353 (N805WP)

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  U.S. Bankcorp

  	
   

  	
  DeHavilland
  DHC-8-102

  N806WP

  (MSN 357)

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  U.S. Bankcorp

  	
   

  	
  CFM56-2C1, ESN
  692620

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  U.S. Bankcorp

  	
   

  	
  CFM56-2C1, ESN
  692545

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  Overland Capital
  Group, Inc.

  	
   

  	
  DeHavilland
  DHC-8-103

  MSN 023 (N811PH)

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  Overland Capital
  Group, Inc.

  	
   

  	
  DeHavilland
  DHC-8-102

  MSN 026 (N812PH)

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  Overland Capital
  Group, Inc.

  	
   

  	
  DeHavilland
  DHC-8-102

  MSN 032 (N813SN)

  	
   

  	
  Willis Lease
  Finance Corporation

  
	
  Fleet Capital
  Corporation

  (Bank of America)

  	
   

  	
  Canadair

  601-1A MSN 3004 (N45PH)

  	
   

  	
  Willis Lease
  Finance Corporation

  



 









 



SCHEDULES 3.01 (A) AND (B)


 


Jurisdictions/Capitalization


	
  Entity

  	
   

  	
  Type of Organization

  	
   

  	
  Jurisdiction

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willis Engine Securitization Trust

  	
   

  	
  Statutory Trust

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST Engine Funding LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST Engine Funding (Ireland) Limited

  	
   

  	
   

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLFC (Ireland) Limited

  	
   

  	
   

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  various trusts

  	
   

  	
  Owner Trust

  	
   

  	
  Utah

  



 


Jurisdiction


None









 



SCHEDULE 3.01 (C)


Officers and Directors


	
  Entity

  	
   

  	
  Officers

  	
   

  	
  Directors

  
	
  Willis Lease Finance Corporation

  	
   

  	
  CHARLES F.
  WILLIS, IV

  Chairman, President and Chief Executive

  Officer

   

  DONALD A.
  NUNEMAKER

  Executive Vice President and Chief Operating Officer

   

  ROBERT M.
  WARWICK

  Executive Vice President, Chief Financial

  Officer and Chief Accounting Officer

   

  THOMAS C. NORD

  Senior Vice President, General Counsel

  and Corporate Secretary

   

  THOMAS A.
  MACALEAVY

  Senior Vice President, Sales and

  Marketing

   

  JUDY WEBBER

  Senior Vice President, Technical Services

   

  BRIAN D. HANSON

  Assist. Corporate Secretary

  	
   

  	
  Charles F.
  Willis, Chairman

   

  William M. LeRoy

   

  Gerard Laviec

   

  Hans Jorg
  Hunziker

   

  W. William Coon
  Jr.

  



 









 



 


	
  Entity

  	
   

  	
  Officers

  	
   

  	
  Directors

  
	
  WEST Engine

  Funding LLC

  	
   

  	
  CHARLES F.
  WILLIS, IV

  President

   

  DONALD A.
  NUNEMAKER

   

  Vice President

   

  ROBERT M.
  WARWICK

  Chief Financial
  Officer

   

  THOMAS C. NORD

  Corporate
  Secretary

   

  BRIAN D. HANSON

  Assist.
  Corporate Secretary

  	
   

  	
  Charles F.
  Willis IV

   

  Donald A.
  Nunemaker

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLFC (Ireland)

  Limited

  	
   

  	
  Matsack Trust
  Limited

  Secretary

  	
   

  	
  Charles F.
  Willis IV

  Tom McGrath

  Patrick John O’Sullivan

   

  Alternate
  Directors for CFW

  (authorized to sign in his absence):

  Donald A. Nunemaker

  Robert M. Warwick

  Thomas C. Nord

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WLFC Funding

  (Ireland) Limited

  	
   

  	
  Matsack Trust
  Limited

  Secretary

  	
   

  	
  Charles F.
  Willis IV

  Tom McGrath

  Patrick John O’Sullivan

   

  Alternate
  Directors for CFW

  (authorized to sign in his absence):

  Donald A. Nunemaker

  Robert M. Warwick

  Thomas C. Nord

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST Engine

  Funding (Ireland)

  Limited

  	
   

  	
  Customs House
  Capital

  Patrick O’Sullivan

  (under McCann FitzGerald)

  	
   

  	
  Charles F.
  Willis IV

  Tom McGrath

  Patrick John O’Sullivan



  Alternate
  Directors for CFW

  (authorized to sign in his absence):

  Donald A. Nunemaker

  Robert M. Warwick

  Thomas C. Nord

  



 









 



SCHEDULE 3.10


Material Liabilities


None















 


SCHEDULE 3.11


Tax Waivers in Effect


None









 



SCHEDULE 3.12


Intellectual Property


1.                                       THE POWER OF LEASING service mark (Reg. No.
2,398,938 in Class 39)


2.                                       DESIGN service mark (Reg. No. 2,317,604 in
Class 39)


3.                                       WILLIS LEASE POWER TO SPARE – WORLDWIDE and
DESIGN service mark (App. No. 76/645,848 in Class 36)


4.                                       WILLIS LEASE POWER TO SPARE – WORLDWIDE and
DESIGN service mark (App. No. 76/595,254 in Class 39)


5.                                       THE POWER TO PERFORM service mark (abandoned
App. No. 76/562,978 in Class 39)









 



SCHEDULE 3.14


Name Changes


None









 



SCHEDULE 3.16


ERISA Plans


·                  The
Willis 401(K) Plan


·                  Medical
and Dental Insurance


·                  Sick
Leave/Vacation









 



SCHEDULE 3.17


Previous Addresses


None









 



SCHEDULE 3.19


Indebtedness; Bank Accounts


	
  Obligated Parties

  	
   

  	
  Creditor

  	
   

  	
  Original

  Principal Balance

  	
   

  	
  Approximate

  Current Balance

  (6/30/06)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willis (Debtor)

  	
   

  	
  National
  City Bank and other lenders

  	
   

  	
  $

  	
  *** 

  	
  *

  	
  $

  	
  ***

  	
   

  
	
  Willis (Debtor)

  	
   

  	
  Overland
  Capital Group, Inc.

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  Willis (Debtor)

  	
   

  	
  U.S.
  Bancorp

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  Willis (Debtor)

  	
   

  	
  Fleet Capital Corporation
  (Bank of America)

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  



 






*Original
Commitment Amount


	
  WILLIS LEASE FINANCE CORPORATION

  	
   

  	
  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  



 


	
  WEST ENGINE FUNDING LLC

  	
   

  	
  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  
	
  ***

  	
   

  	
  ***

  	
   

  



 






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









 



SCHEDULE
3.21


 


Material Contracts


Servicing Agreement dated as of August 9, 2005 among
Willis Engine Securitization Trust (“WEST”), Willis
Lease Finance Corporation, as Servicer and as the Administrative Agent, and the
entities listed on Appendix A to the Servicing Agreement.


Administrative Agency Agreement dated as of August 9,
2005, among Willis Engine Securitization Trust (“WEST”),
Willis Lease Finance Corporation, as the Administrative Agent, Deutsche Bank
Trust Company Americas, not in its individual capacity but solely as trustee
under the Indenture, and the subsidiaries and owner trusts in which WEST
retains an interest, each of which is listed on Appendix A to the
Administrative Agency Agreement.


Appendix A to the above-described agreements is the
same.  The Appendix names WEST Engine
Funding LLC and each of the Owner Trusts in place at August 9, 2005.









 



SCHEDULE 3.29


Control Agreements


None









 



SCHEDULE 3.30


Depreciation Policies


Engines and Equipment (other than Parts Package)


The Borrower generally depreciates Engines and
Equipment (other than Parts Packages) on a straight line basis over a 15-year
period from the acquisition date to a ***% residual value.  Engines and Equipment (other than Parts
Packages) that, in the Borrower’s opinion, would not be economically
advantageous to overhaul the next time the life-limited parts need to be
replaced are depreciated over their remaining life using component depreciation
based on usage or are depreciated based on actual operating usage of the
Engines and Equipment (other than Parts Packages) to their estimated parts
component value.


Parts Package


The Borrower generally depreciates leased Parts
Packages on a straight line basis over an estimated useful life of 15 years to
a ***% residual value.






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