TRUST AMENDMENT NO. 2 dated as of September 9, 2016 to AMENDED AND RESTATED TRUST AGREEMENT OF WILLIS ENGINE SECURITIZATION TRUST II dated as of September 14, 2012

Exhibit 10.1

Execution Version

TRUST AMENDMENT NO. 2

dated as of September 9, 2016

to

AMENDED AND RESTATED TRUST AGREEMENT

OF

WILLIS ENGINE SECURITIZATION TRUST II

dated as of September 14, 2012

TABLE OF CONTENTS

TRUST AMENDMENT NO. 2 TO AMENDED AND RESTATED TRUST AGREEMENT

This TRUST AMENDMENT NO. 2, dated as of September 9, 2016 (the “Second Amendment”), to the AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 14, 2012, as amended by TRUST AMENDMENT NO. 1, dated as of September 14, 2012 (as so amended, the “Original Trust Agreement” and, as amended by this Second Amendment, the “Trust Agreement”), is made among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Certificateholder”), WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee (the “Owner Trustee”), Brian R. Hole, Scott B. Flaherty and Dean M. Poulakidas, each as Equity Trustees, and FREDERICK L. HATTON, as Independent Controlling Trustee.

RECITALS

WHEREAS, pursuant to the Original Trust Agreement, which amended and restated the Trust Agreement, dated July 9, 2012, between the Owner Trustee and the Certificateholder, as Depositor, the Depositor created a statutory trust named “Willis Engine Securitization Trust II” (“WEST”), pursuant to Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (the “Statutory Trust Act”), by assigning and transferring to WEST the Trust Property;

WHEREAS, pursuant to Section 7.01(a) of the Original Trust Agreement, the Original Trust Agreement may be amended, with the consent of the majority in interest of the Certificateholders, by a written instrument approved and executed by (i) the Owner Trustee if the amendment affects the rights, duties or obligations of the Owner Trustee and (ii) by all the Controlling Trustee, including, if the amendment affects any of the provisions of, among others, Section 2.02, the Independent Controlling Trustee; and

WHEREAS, the parties hereto, including the Owner Trustee, the Controlling Trustees and the sole Certificateholder, wish to amend the Original Trust Agreement with respect to certain matters set forth herein;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties agree as follows:

Section 1                                             Defined Terms. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used in this Second Amendment (including in the recitals hereto) have the respective meanings set forth in the Original Trust Agreement.

Section 2                                             Amendments. The Original Trust Agreement is hereby amended as follows: