ACQUISITION TRANSFER AGREEMENTAcquisition Transfer Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
THIS ACQUISITION TRANSFER AGREEMENT, dated as of September 14, 2012 (this “Agreement”), is entered into by and among WILLIS LEASE FINANCE CORPORATION (“Willis”), a Delaware corporation, WILLIS ENGINE SECURITIZATION TRUST II (“WEST”), a Delaware statutory trust, FACILITY ENGINE ACQUISITION LLC, a Delaware limited liability company (“Facility Acquisition”), WEST ENGINE ACQUISITION LLC, a Delaware limited liability company (“WEST Acquisition”), and WEST ENGINE FUNDING LLC, a Delaware limited liability company (“WEST Funding”).
SERVICING AGREEMENT among WILLIS ENGINE SECURITIZATION TRUST II, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and THE ENTITIES LISTED ON APPENDIX A HERETO Dated as of September 17, 2012Servicing Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
SERVICING AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of September 17, 2012 among WILLIS ENGINE SECURITIZATION TRUST II, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation incorporated under the laws of Delaware, in its capacity as Servicer (together with its successors and permitted assigns, the “Servicer”) and as the Administrative Agent, and the entities listed on Appendix A hereto which may be added thereto in accordance with Section 6.13 hereof, (the “Subsidiaries”).
ASSET TRANSFER AND LIQUIDATION AGREEMENTTransfer and Liquidation Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
THIS ASSET TRANSFER AND LIQUIDATION AGREEMENT, dated as of September 14, 2012 (this “Agreement”), is entered into by and between WILLIS LEASE FINANCE CORPORATION (“Willis”), a Delaware corporation, and WILLIS ENGINE SECURITIZATION TRUST (“WEST”), a Delaware statutory trust.
ContractNote Purchase Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. The redacted material has been marked at the appropriate places with three asterisks (***).
ADMINISTRATIVE AGENCY AGREEMENT among WILLIS ENGINE SECURITIZATION TRUST II, WILLIS LEASE FINANCE CORPORATION, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and THE ENTITIES LISTED ON APPENDIX A HERETO Dated as of September 17, 2012Agency Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
ADMINISTRATIVE AGENCY AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of September 17, 2012, among Willis Engine Securitization Trust II (“WEST”), a Delaware statutory trust, Willis Lease Finance Corporation, a Delaware corporation (together with its successors and permitted assigns, the “Administrative Agent” or “Willis”), Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (the “Indenture Trustee”), and the subsidiaries and owner trusts in which WEST retains an interest, each of which is listed on Appendix A hereto (collectively, the “Subsidiaries”).
SECURITY TRUST AGREEMENT Dated as of September 14, 2012 by and among WILLIS ENGINE SECURITIZATION TRUST II and WILLIS ENGINE SECURITIZATION (IRELAND) LIMITED and the ENGINE TRUSTS LISTED ON SCHEDULE V and EACH OF THE ADDITIONAL GRANTORS REFERRED TO...Security Trust Agreement • November 9th, 2012 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
This SECURITY TRUST AGREEMENT (as amended, supplemented and otherwise modified from time to time, this “Agreement”), dated as of September 14, 2012, is made by and among WILLIS ENGINE SECURITIZATION TRUST II, a Delaware statutory trust (“WEST”), WILLIS ENGINE SECURITIZATION (IRELAND) LIMITED, an Irish company (“WEST Ireland”), each of the ENGINE TRUSTS listed in Schedule V attached hereto (the “Engine Trusts”), and each other Subsidiary of WEST that becomes a party hereto as a grantor (such Subsidiaries, together with WEST, WEST Ireland and the Engine Trusts, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Deutsche Bank”), as Security Trustee (in such capacity, the “Security Trustee”).
