(5) Notes Payable

Notes payable consisted of the following:

	As of December 31,
	2012		2011
	(in thousands)
Credit facility at a floating rate of interest of LIBOR plus 2.75%, secured by engines. The facility has a committed amount of $430.0 million and $345.0 million at December 31, 2012 and 2011, respectively, which revolves until the maturity date of November 2016.	$	282,000	$	228,000

WEST II Series 2012-A term notes payable at a fixed rate of interest of 5.50%, maturing in September 2037. Secured by engines.	386,724		—

WEST Series 2005-A1 term notes payable at a floating rate of interest based on LIBOR plus 1.25%, maturing in July 2018. Secured by engines. Repaid in September 2012.	—		99,763

WEST Series 2008-A1 term notes payable at a floating rate of interest based on LIBOR plus 1.50%, maturing in March 2021. Secured by engines. Repaid in September 2012.	—		151,120

WEST Series 2007-A2 warehouse notes payable of $0 million (2011, $162.5 million) payable at a floating rate of interest based on LIBOR plus 2.25%, maturing in January 2024; and $0 million (2011, $23.5 million) Series 2007-B2 warehouse notes payable at LIBOR plus 4.75%, maturing in January 2026. Secured by engines. Repaid in September 2012.	—		185,937

Note payable at a floating rate of LIBOR plus 3.00%. Secured by Series 2005-B1 notes. Repaid in September 2012.	—		16,180

Note payable at a floating rate of LIBOR plus 4.00%. Secured by Series 2008-B1 notes. Repaid in September 2012.	—		15,212

Note payable at a fixed interest rate of 8.00%, unsecured. Repaid in September 2012.	—		1,500

Note payable at a fixed interest rate of 4.50%, maturing in January 2014. Secured by engines.	17,338		18,840

Note payable at a fixed rate of 5.50%, maturing in September 2017. Secured by one engine.	8,593		—

Note payable at a fixed interest rate of 3.94%, maturing in September 2014. Secured by an aircraft.	2,333		3,667

Total notes payable before discount	$	696,988	$	720,219

WEST Series 2005-A1 term notes discount, $3,000 at issuance, and WEST Series 2008-A1 term notes discount, $2,888 at issuance, net of amortization	—		(2,085		)

Total notes payable	$	696,988	$	718,134

At December 31, 2012, one-month LIBOR was 0.21%. At December 31, 2011, the one-month LIBOR rate was 0.30%.

Principal outstanding at December 31, 2012, is repayable as follows:

Year	(in thousands)
2013	$	19,237
2014	36,160
2015	20,934
2016 (includes $282.0 million outstanding on revolving credit facility)	304,215
2017	29,373
Thereafter	287,069
	$	696,988

Certain of the debt instruments above have covenant requirements such as minimum tangible net worth, maximum balance sheet leverage and various interest coverage ratios. The Company also has certain negative financial covenants such as liens, advances, change in business, sales of assets, dividends and stock repurchase. These covenants are tested quarterly and the Company was in full compliance with all covenant requirements at December 31, 2012.

At December 31, 2012, we are in compliance with the covenants specified in the revolving credit facility Credit Agreement, including the Interest Coverage Ratio requirement of at least 2.25 to 1.00, and the Total Leverage Ratio requirement to remain below 4.50 to 1.00. At December 31, 2012, the Company’s calculated Minimum Consolidated Tangible Net Worth exceeded the minimum required amount of $182.1 million. As defined in the revolving credit facility Credit Agreement, the Interest Coverage Ratio is the ratio of Earnings before Interest, Taxes, Depreciation and Amortization and other one-time charges (EBITDA) to Consolidated Interest Expense and the Total Leverage Ratio is the ratio of Total Indebtedness to Tangible Net Worth. At December 31, 2012, we are in compliance with the covenants specified in the WEST II indenture and servicing agreement.

At December 31, 2012, notes payable consists of loans totaling $697.0 million payable over periods of approximately 1 to 10 years with interest rates varying between approximately 3.0% and 5.5% (excluding the effect of our interest rate derivative instruments). At December 31, 2012, we had a revolving credit facility totaling approximately $430.0 million compared to $345.0 million at December 31, 2011. At December 31, 2012, and December 31, 2011, respectively, approximately $148.0 million and $117.0 million were available under these facilities. The significant facilities are described below.

At December 31, 2012, we had a $430.0 million revolving credit facility to finance the acquisition of aircraft engines for lease as well as for general working capital purposes. We closed on this facility on November 18, 2011 and the proceeds of the new facility, net of $3.3 million in debt issuance costs, was used to pay off the balance remaining from our prior revolving facility. On September 7, 2012, we increased this revolving credit facility to $430.0 million from $345.0 million. As of December 31, 2012, $148.0 million was available under this facility. The revolving credit facility ends in November 2016. Based on the Company’s debt to equity ratio of 3.20 as calculated under the terms of the revolving credit facility at September 30, 2012, the interest rate on this facility is LIBOR plus 2.75% as of December 31, 2012. Under the revolving credit facility, all subsidiaries except WEST II jointly and severally guarantee payment and performance of the terms of the loan agreement. The guarantee would be triggered by a default under the agreement.

On September 17, 2012, we closed an asset-backed securitization (“ABS”) through a newly-created, bankruptcy-remote, Delaware statutory trust, WEST II, of which the Company is the sole beneficiary. WEST II issued and sold $390 million aggregate principal amount of Class 2012-A Term Notes (the “Notes”) and received $384.9 million in net proceeds. We used these funds, net of transaction expenses and swap termination costs in combination with our revolving credit facility, to pay off the prior WEST notes totaling $435.9 million. At closing, the net book value of 22 engines were pledged as collateral from WEST to the Company’s revolving credit facility.

The assets and liabilities of WEST II will remain on the Company’s balance sheet. A portfolio of 79 commercial jet aircraft engines and leases thereof secures the obligations of WEST II under the ABS. The Notes have no fixed amortization and are payable solely from revenue received by WEST II from the engines and the engine leases, after payment of certain expenses of WEST II. The Notes bear interest at a fixed rate of 5.50% per annum. The Notes may be accelerated upon the occurrence of certain events, including the failure to pay interest for five business days after the due date thereof. The Notes are expected to be paid in 10 years. The legal final maturity of the Notes is September 15, 2037.

In connection with the transactions described above, effective September 17, 2012, the Servicing Agreement and Administrative Agency Agreement previously filed by the Company as exhibits to, and described in, its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 relating to WEST were terminated. The Company entered into a Servicing Agreement and Administrative Agency Agreement with WEST II to provide certain engine, lease management and reporting functions for WEST II in return for fees based on a percentage of collected lease revenues and asset sales. Because WEST II is consolidated for financial statement reporting purposes, all fees eliminate upon consolidation.

As a result of this transaction the Company recorded a loss on extinguishment of debt and derivative instruments of $15.5 million in the year ended December 31, 2012 as a result of the write-off of $5.3 million of unamortized debt issuance costs and unamortized note discount associated with the full repayment of WEST notes on September 17, 2012 and the termination of interest rate swaps totaling $10.2 million.

At December 31, 2012, $386.7 million of WEST II term notes were outstanding. The assets of WEST II are not available to satisfy our obligations or any of our affiliates other than the obligations specific to WEST II. WEST II is consolidated for financial statement presentation purposes. WEST II’s ability to make distributions and pay dividends to the Company is subject to the prior payments of its debt and other obligations and WEST II’s maintenance of adequate reserves and capital. Under WEST II, cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company. Additionally, a portion of maintenance reserve payments and all lease security deposits are accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively. Cash from maintenance reserve payments are held in the restricted cash account equal to the maintenance obligations projected for the subsequent six months, and are subject to a minimum balance of $9.0 million. These terms resulted in the release of excess cash which had been held in our restricted cash accounts generating greater liquidity.

On September 28, 2012, we closed on a loan for a five year term totaling $8.7 million. Interest is payable at a fixed rate of 5.50% and principal and interest is paid quarterly. The loan is secured by one engine. The funds were used to purchase the engine secured under the loan. The balance outstanding on this loan is $8.6 million as of December 31, 2012.

On September 30, 2011, we closed on a loan for a three year term totaling $4.0 million. Interest is payable at a fixed rate of 3.94% and principal and interest is paid monthly. The loan is secured by our corporate aircraft. The funds were used to refinance the loan for our corporate aircraft. The balance outstanding on this loan is $2.3 million as of December 31, 2012.

On January 11, 2010, we closed on a loan for a four year term totaling $22.0 million, the proceeds of which were used to pay down our revolving credit facility. Interest is payable at a fixed rate of 4.50% and principal and interest is paid quarterly. The loan is secured by three engines. The balance outstanding on this loan is $17.3 million as of December 31, 2012.