REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION", "UNITED STATES" AND "U.S. PERSONS" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S. THE AMENDED AND RESTATED TRUST INDENTURE (THE "INDENTURE")
DATED AS OF MARCH 3, 2020, AMONG THE ISSUER, DEUTSCHE BANK TRUST COMPANY
AMERICAS, AS TRUSTEE AND OPERATING BANK, WILLIS LEASE FINANCE CORPORATION, AS
ADMINISTRATIVE AGENT AND BANK OF AMERICA, N.A., AS THE INITIAL LIQUIDITY
FACILITY PROVIDER CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE OR AN INTEREST HEREIN IN VIOLATION OF THE
FOREGOING RESTRICTIONS.
- 59 -
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
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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.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER
WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED (OR IN THE CASE OF A
DEFINITIVE NOTE WILL BE REQUIRED TO REPRESENT, WARRANT AND AGREE) THAT EITHER:
(A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
(II) A PLAN SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"), (III) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A
GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE,
LOCAL OR OTHER NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW") OR (IV) AN ENTITY WHOSE
UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN, PLAN, ACCOUNT OR ARRANGEMENT, HAVE BEEN USED TO ACQUIRE OR HOLD THIS NOTE
OR ANY INTEREST HEREIN; OR (B) IT IS ACQUIRING A SERIES A NOTE OR SERIES B NOTE
AND THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE
HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A
VIOLATION OF ANY SIMILAR LAW, AS APPLICABLE.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR
ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE
BENEFIT OF THE ISSUER, TO THE EXTENT IT IS LEGALLY ABLE TO DO SO, TO PROVIDE TO
THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION, INFORMATION OR CERTIFICATION (INCLUDING, BUT NOT LIMITED
TO, INTERNAL REVENUE SERVICE FORMS W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP AND
W-9 (OR ANY SUCCESSOR FORMS)) AS (1) WOULD REDUCE OR ELIMINATE (I) ANY TAXES
PAYABLE BY, OR WITHHELD WITH RESPECT TO AMOUNTS PAYABLE TO, THE ISSUER OR ANY
OTHER