REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE.
[Insert if not subject to the rules for contingent payment debt ] THIS NOTE IS
ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR PURPOSES OF SECTION 1271 ET SEQ.
OF THE CODE. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, YIELD TO
MATURITY AND AMOUNT OF OID, PLEASE CONTACT WILLIS LEASE FINANCE CORPORATION,
4700 LYONS TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL
COUNSEL.
[In lieu of the prior OID legend, insert for any Series of Notes treated as
subject to the rules for contingent payment debt for U.S. federal income tax
purposes] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME
TAX PURPOSES. THIS NOTE IS SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH
CONTINGENT PAYMENTS UNDER TREASURY REGULATION SECTION 1.1275-4. FOR INFORMATION
- A-3-4 -
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
--------------------------------------------------------------------------------
Confidential Treatment Requested: Information for which confidential treatment
has been requested is omitted and is noted with asterisks. An unredacted version
of this document has been filed separately with the Securities and Exchange
Commission.
REGARDING THE ISSUE PRICE, THE ISSUE DATE, THE COMPARABLE YIELD AND THE
PROJECTED PAYMENT SCHEDULE FOR THIS NOTE, HOLDERS SHOULD SUBMIT A WRITTEN
REQUEST TO THE ISSUER C/O WILLIS LEASE FINANCE CORPORATION, 4700 LYONS
TECHNOLOGY PARKWAY, COCONUT CREEK, FLORIDA 33073, ATTENTION: GENERAL COUNSEL.]
THE HOLDER AND EACH BENEFICIAL OWNER OF THIS NOTE COVENANTS AND AGREES THAT IT
WILL TREAT THIS NOTE AS DEBT FOR U.S. FEDERAL INCOME TAX PURPOSES AND WILL NOT
TAKE ANY ACTION CONTRARY TO SUCH CHARACTERIZATION, INCLUDING, WITHOUT
LIMITATION, FILING ANY TAX RETURNS OR FINANCIAL STATEMENTS INCONSISTENT
THEREWITH.
IF THIS NOTE IS REPRESENTED BY A REGULATION S TEMPORARY GLOBAL NOTE, INSERT:
PRIOR TO THE EXPIRATION OF A RESTRICTED PERIOD ENDING ON THE EXPIRATION OF THE
40-DAY "DISTRIBUTION COMPLIANCE PERIOD" (AS DEFINED IN RULE 902(F) OF
REGULATION S) OR SUCH LATER DATE AS THE ISSUER MAY NOTIFY TO THE TRUSTEE, THIS
NOTE, OR ANY BENEFICIAL INTEREST HEREIN, MAY NOT BE RESOLD OR OTHERWISE
TRANSFERRED EXCEPT (A) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S OR (B) TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
IF THIS NOTE IS REPRESENTED BY A DEFINITIVE NOTE, INSERT:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH
CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS AND THE OTHER RESTRICTIONS
CONTAINED IN THE INDENTURE.
- A-3-5 -
[**] = Portions