the Indenture Trustee shall have received all of the following, each duly
executed and dated as of the Effective Date, in form and substance satisfactory
to all of the initial Series 2002-1 Noteholders and each (except for the Series
2002-1 Notes, of which only the originals shall be signed) in sufficient number
of signed counterparts to provide one for each Series 2002-1 Noteholder:
(A)
SERIES 2002-1 NOTES:
SEPARATE SERIES 2002-1 NOTES EXECUTED BY THE
ISSUER, AND DULY AUTHENTICATED BY THE INDENTURE TRUSTEE, IN FAVOR OF EACH SERIES
2002-1 NOTEHOLDER IN THE STATED PRINCIPAL AMOUNT OF SUCH SERIES 2002-1 NOTES
THAT SUCH SERIES 2002-1 NOTEHOLDER HAS AGREED TO PURCHASE.
(B)
CERTIFICATE(S) OF SECRETARY OR ASSISTANT SECRETARY.
SEPARATE
CERTIFICATES EXECUTED BY THE CORPORATE SECRETARY OR ASSISTANT SECRETARY OF EACH
OF WILLIS LEASE FINANCE CORPORATION (IN ITS CAPACITIES AS THE SELLER, THE
SERVICER AND THE GUARANTOR) AND THE ISSUER, DATED THE EFFECTIVE DATE, CERTIFYING
(I) THAT THE RESPECTIVE COMPANY HAS THE AUTHORITY TO EXECUTE AND DELIVER, AND
PERFORM ITS RESPECTIVE OBLIGATIONS UNDER EACH OF THE SERIES 2002-1 TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY, AND (II) THAT ATTACHED ARE TRUE, CORRECT AND
COMPLETE COPIES OF THE CERTIFICATE OF INCORPORATION, BY-LAWS, BOARD RESOLUTIONS
AND INCUMBENCY CERTIFICATES (IN THE CASE OF WILLIS LEASE FINANCE CORPORATION) OR
CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY AGREEMENT AND INCUMBENCY
CERTIFICATES (IN THE CASE OF THE ISSUER) IN FORM AND SUBSTANCE SATISFACTORY TO
ALL OF THE INITIAL SERIES 2002-1 NOTEHOLDERS, AS TO SUCH MATTERS AS THEY SHALL
REQUIRE.
(C)
SECURITY DOCUMENTS.
THE INDENTURE AND THIS SUPPLEMENT, IN FORM
AND SUBSTANCE SATISFACTORY TO ALL OF THE INITIAL SERIES 2002-1 NOTEHOLDERS,
SHALL HAVE BEEN EXECUTED AND DELIVERED BY ISSUER, AND ALL OTHER PARTIES THERETO,
TOGETHER WITH OTHER DOCUMENTS REASONABLY REQUESTED BY SERIES 2002-1 NOTEHOLDERS.
32
(D)
OPINIONS OF COUNSEL.
OPINIONS OF COUNSEL TO THE ISSUER, THE
SELLER, THE GUARANTOR, THE SERVICER AND THE INDENTURE TRUSTEE, IN FORM AND IN
SUBSTANCE SATISFACTORY TO THE INITIAL SERIES 2002-1 NOTEHOLDERS AS TO SUCH
MATTERS AS IT SHALL REQUIRE.
(E)
SERIES 2002-1 TRANSACTION DOCUMENTS.
EACH OF THE SERVICING
AGREEMENT, THE CONTRIBUTION AND SALE AGREEMENT, THE ADMINISTRATION AGREEMENT,
THE INDENTURE, THE CLASS A NOTE PURCHASE AGREEMENT, THE CLASS B NOTE PURCHASE
AGREEMENT, THIS SUPPLEMENT AND THE ISSUER FEE LETTER SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED.
(F)
GOOD STANDING CERTIFICATES.
GOOD STANDING CERTIFICATES IN THE
STATE(S) OF FORMATION AND LOCATION FOR EACH OF THE SELLER (AS SELLER AND
SERVICER), THE GUARANTOR AND THE ISSUER.
(G)
ESTABLISHMENT OF ACCOUNTS.
EACH OF THE TRUST ACCOUNT, THE SERIES
2002-1 SERIES ACCOUNT, THE RESTRICTED CASH ACCOUNT, THE SERIES 2002-1 RESTRICTED
CASH ACCOUNT, THE ENGINE RESERVE ACCOUNT, THE SERIES 2002-1 ENGINE RESERVE
ACCOUNT, THE SECURITY DEPOSIT ACCOUNT AND THE SERIES 2002-1 SECURITY DEPOSIT
ACCOUNT SHALL HAVE BEEN ESTABLISHED WITH THE INDENTURE TRUSTEE AS EVIDENCED BY A
CERTIFICATE OF AN AUTHORIZED OFFICER OF THE INDENTURE TRUSTEE.
(H)
GUARANTY.
THE GUARANTOR SHALL HAVE DULY EXECUTED AND DELIVERED
THE GUARANTY.
(I)
LEGAL FEES.
THE ISSUER SHALL HAVE PAID TO SIDLEY AUSTIN BROWN &