75060 PARIS Cedex 02
France
Norddeutsche Landesbank Girozentrale
Attention: Aviation Group 2214 / 9930
Friedrichswall 10
30159 Hannover
Germany
SERIES 2008-A1 NOTE PURCHASE AND LOAN AGREEMENT
SCHEDULE 2
COMMITMENTS OF SERIES 2008-A1 HOLDERS
Names of Series 2008-A1 Holders
Initial Outstanding
Principal Balance
Individual Commitments
of Series 2008-A1
Holders
Bayerische Landesbank
$
24,134,654
$
24,134,654
DekaBank Deutsche Girozentrale
$
48,269,309
$
48,269,309
KfW IPEX-Bank GmbH
$
38,615,447
$
38,615,447
Landesbank Baden-Wuerttemberg
$
48,269,309
$
48,269,309
NATIXIS Transport Finance
$
24,134,654
$
24,134,654
Norddeutsche Landesbank Girozentrale
$
28,961,585
$
28,961,585
Total:
$
212,384,958
$
212,384,958
SERIES 2008-A1 NOTE PURCHASE AND LOAN AGREEMENT
SCHEDULE 3
2008 ENGINES
ESN
Manufacturer
Model
894329
CFM International
CFM56-7B
697496
CFM International
CFM56-5B4/3
894328
CFM International
CFM56-7B
567323
CFM International
CFM56-5C4/P
892939
CFM International
CFM56-7B26
V12471
International Aero Engines
V2527-A5
729086
Pratt & Whitney
PW4062-3
V12470
International Aero Engines
V2527-A5
896177
CFM International
CFM56-7B/3
697519
CFM International
CFM56-5B4/3
V12373
International Aero Engines
V2527-A5
2
SERIES 2008-A1 NOTE PURCHASE AND LOAN AGREEMENT
EXHIBIT A
FORM OF CONTROLLING TRUSTEE CLOSING DATE CERTIFICATE
Date:
[
][
], 20[
]
The undersigned, a Controlling Trustee of Willis Engine Securitization Trust, a
Delaware statutory trust ("WEST"), does hereby certify to the Series 2008-A1
Holders, in satisfaction of one of the conditions for purchase of the
Series 2008-A1 Notes and the making of Series 2008-A1 Loans by the
Series 2008-A1 Holders under the Series 2008-A1 Note Purchase and Loan Agreement
(the "Agreement"), dated as of the date hereof, among Willis Lease Finance
Corporation, WEST, and the Series 2008-A1 Holders, on the date first set forth
above (the "Closing Date"), as follows (capitalized terms used herein having the
same meanings as in the Agreement):
(I)
THE REPRESENTATIONS AND WARRANTIES OF WEST IN THE AGREEMENT AND THE
SERIES 2008-A1 SUPPLEMENT ARE ACCURATE IN ALL MATERIAL RESPECTS AS OF THE
CLOSING DATE, WITH THE SAME EFFECT AS IF MADE ON THE CLOSING DATE;
(II)
WEST HAS COMPLIED WITH ALL THE AGREEMENTS AND SATISFIED ALL THE
CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED AT OR BEFORE THE CLOSING
DATE;
(III)
AS OF THE CLOSING DATE, NO EVENT OF DEFAULT, EARLY AMORTIZATION EVENT
OR SERVICER TERMINATION EVENT HAS OCCURRED AND IS CONTINUING, AND NO FACT,
CONDITION OR EVENT EXISTS OR HAS OCCURRED WHICH WOULD, UPON THE GIVING OF NOTICE
OR THE PASSAGE OF TIME OR BOTH, CONSTITUTE AN EVENT OF DEFAULT, AN EARLY
AMORTIZATION EVENT OR A SERVICER TERMINATION EVENT;
(IV)
ON THE CLOSING DATE, SERIES 2008-B1 LOANS ARE ALSO BEING MADE BY THE
SERIES 2008-B1 HOLDERS UNDER THE SERIES 2008-B1 NOTE PURCHASE AGREEMENT IN AN
AMOUNT EQUAL TO THE "COMMITMENTS" OF THE SERIES 2008-B1 HOLDERS UNDER THE
SERIES 2008-B1 NOTE PURCHASE AGREEMENT (AS DEFINED THEREIN);
(V)
BEFORE AND AFTER GIVING EFFECT TO THE SERIES 2008-A1 LOANS TO BE MADE ON
THE CLOSING DATE AND THE ACQUISITION OF THE 2008 ENGINES WITH THE PROCEEDS
THEREOF ON THE CLOSING DATE AND DURING THE DELIVERY PERIOD, NO SENIOR BORROWING
BASE DEFICIENCY OR MAXIMUM BORROWING BASE DEFICIENCY