Exhibit

10.28




 




EXECUTION COPY




 








	

   


  










 




 




ADMINISTRATION

AGREEMENT*




 




among




 




WILLIS ENGINE

FUNDING LLC,




as Issuer,




 




WILLIS LEASE

FINANCE CORPORATION,




as Servicer




 




BARCLAYS BANK PLC,




as Administrative

Agent




 




and




 




THE BANK OF NEW

YORK,




as Indenture

Trustee




 




Dated as of

September 12, 2002




 




 








	

   


  










 






















*               Portions

of the material in this Exhibit have been redacted pursuant to a request for

confidential treatment, and the redacted material has been filed separately

with the Securities and Exchange Commission (the “Commission”).  An asterisk has been placed in the precise

places in this Agreement where we have redacted information, and the asterisk

is keyed to a legend which states that the material has been omitted pursuant

to a request for confidential treatment.




 





























 




EXECUTION COPY




 




This ADMINISTRATION AGREEMENT, dated as of September

12, 2002 (the ”Agreement”), among WILLIS ENGINE FUNDING LLC, a Delaware

limited liability company (the ”Issuer”), WILLIS LEASE FINANCE

CORPORATION, a Delaware corporation (the “Servicer”), BARCLAYS BANK PLC

(the ”Administrative Agent”) and THE BANK OF NEW YORK, a New York banking

corporation, as Indenture Trustee (the ”Indenture Trustee”).




 




W I T N E S S E T H:




 




WHEREAS, the Issuer is issuing its Series 2002-1 Notes

(the ”Series 2002–1 Notes”) pursuant to the Series 2002-1

Supplement, dated as of September 12, 2002 (the ”Series 2002-1

Supplement”) to the Indenture, dated as of September 12, 2002

(the ”Indenture”), each between the Issuer and The Bank of New York, as

trustee (the ”Indenture Trustee”);




 




WHEREAS, pursuant to the Indenture and the other

Related Documents, the Administrative Agent is required to perform certain

duties referred to therein; and




 




WHEREAS, the Administrative Agent has the capacity to

provide the services required thereby and is willing to perform such services

on the terms set forth herein;




 




NOW, THEREFORE, in consideration of the mutual

covenants contained herein, and other, good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the parties agree as

follows:




 




SECTION 1.           Definitions.  Capitalized terms used and not otherwise

defined herein shall have the meanings assigned to such terms in the Series

2002-1 Supplement or, if not defined therein, as defined in the Indenture.




 




SECTION 2.           Appointment and Authority of

Administrative Agent.  Subject to

the terms and conditions set forth herein, the Indenture Trustee, on behalf of

the Noteholders, hereby appoints the Administrative Agent to perform all of the

activities set forth in Section 3 hereof. 

By executing this Agreement, the Administrative Agent hereby accepts

such appointment.




 




SECTION 3.           Duties of the Administrative Agent.  Subject to the limitations set forth in this

Agreement, the duties of the Administrative Agent shall be limited to the

following:




 




(a)           Facilitation of Transfer to Replacement Servicer.  Upon receipt of a copy of a notice that a

Servicer Termination Notice has been issued pursuant to Section 405(b) of

the Indenture, the Administrative Agent shall use reasonable efforts to locate

a qualified replacement Servicer to fulfill the duties of the then current

Servicer in accordance with, and subject to the terms and conditions set forth

in, Section 405(b) of the Indenture. 

The Administrative Agent agrees to perform the duties set forth in

Section 405(b) of the Indenture.




 




(b)           Facilitation of Transfer to Successor Indenture

Trustee.  Upon receipt of a

copy of the notice given by the Indenture Trustee pursuant to Section 907 of

the




 





























 




Indenture,

the Administrative Agent shall use reasonable efforts to locate a qualified

successor trustee to fulfill the duties of the then current Indenture Trustee.




 




(c)           Reserved.




 




(d)           The Administrative Agent shall take

all action required of it under the Indenture or the Series 2002-1 Supplement.  All such obligations of the Administrative

Agent set forth therein are incorporated herein by reference and failure to

take any such action shall constitute a breach of this Agreement.




 




SECTION 4.           Standard. of Care; Conformity with

Applicable Law; Liability of Administrative Agent.  (a) 

The Administrative Agent will perform its duties hereunder in accordance

with the same standard of care exercised by the Administrative Agent in the

conduct of similar affairs for its own account.




 




(b)           The Administrative Agent will not, in

performing its obligations hereunder, take any action that would be in

violation of any law, rule or regulation that may be applicable to the

Administrative Agent, its property or the services to be performed hereunder.




 




(c)           The Administrative Agent shall not

(a) be liable for any action taken or omitted to be taken by it under or in

connection with this Agreement (except for its own gross negligence or willful

misconduct), or (b) be responsible in any manner for any recital, statement, representation

or warranty made by the Issuer, Indenture Trustee or Servicer, or any officer

thereof, contained in this Agreement or in any other Related Document, or in

any certificate, report, statement or other document referred to or provided

for in, or received by the Administrative Agent under or in connection with,

this Agreement or in any other Related Document, or for the value of any

Collateral or the validity, effectiveness, genuineness, enforceability or

sufficiency of any Related Document, or for any failure of the Issuer,

Indenture Trustee or Servicer or any other party to any Related Document to

perform its obligations thereunder except to the extent set forth therein.  The Administrative Agent shall be entitled

to rely, and shall be fully protected in relying, upon any writing, resolution,

notice, consent, certificate, affidavit, letter, telegram, facsimile or other

document reasonably believed by it to be genuine and correct and to have been

signed or sent by the proper Person or Persons, and upon advice and statements

of legal counsel, independent accountants and other experts selected by the

Administrative Agent.




 




SECTION 5.           Records.  The Administrative Agent shall maintain

appropriate books of account and records relating to services performed

hereunder, which books of account and records shall upon prior written notice

to the Administrative Agent be accessible for inspection at the offices of the

Administrative Agent by the Issuer, the Servicer and the Indenture Trustee, and

the agents of any of them, at such inspecting party’s expense during the

Administrative Agent’s normal business hours.




 




SECTION 6.           Indemnification.  (a)             The

Administrative Agent hereby agrees to indemnify and hold harmless the Indenture

Trustee, each Noteholder and their respective directors, officers and

shareholders (each an “Indemnified Party”) from and against any and all

damages, losses, liabilities, costs and expenses incurred by an Indemnified

Party resulting from 




 




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the

gross negligence or willful misconduct of the Administrative Agent in

performing (or failing to perform) its obligations under this Agreement.  An Indemnified Party shall immediately

notify the Administrative Agent of any damages, losses, liabilities, costs or

expenses which an Indemnified Party has determined has given or would give rise

to a right of indemnification hereunder and the Administrative Agent shall have

the exclusive right to compromise or defend any such liability or claim at its

own expense, which decision shall be binding and conclusive upon an Indemnified

Party.  Failure to give such notice

shall not relieve the Administrative Agent of its obligations hereunder; provided,

however, that the Administrative Agent shall not be liable or

otherwise be held responsible for any damages, losses, liabilities, costs or

expenses resulting from the failure to give such notice.  The Administrative Agent hereby agrees to

indemnify and hold harmless the Issuer from and against any and all damages, losses,

liabilities, costs and expenses incurred by the Issuer resulting from the gross

negligence or willful misconduct of the Administrative Agent in performing its

obligations under Section 2.2(c) of the Series 2002-1 Supplement.




 




(b)           The Issuer and the Servicer shall

jointly and severally indemnify and hold harmless the Administrative Agent from

and against any and all liabilities, obligations, losses, damages, penalties,

actions, judgments, suits, costs, expenses and disbursements of any kind

whatsoever which may at any time (including at any time following the repayment

of any Outstanding Obligations and the termination or resignation of the

related Administrative Agent) be imposed on, incurred by or asserted against

the Administrative Agent in any way relating to or arising out of this

Agreement or any document contemplated by or referred to herein or therein or

the transactions contemplated hereby or thereby or any action taken or omitted

by the Administrative Agent under or in connection with any of the foregoing; provided,

however, that neither the Issuer nor the Servicer shall be liable

for the payment to the Administrative Agent of any portion of such liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs,

expenses or disbursements resulting solely from the Administrative Agent’s

gross negligence or willful misconduct.




 




SECTION 7.           Compensation.  As compensation for the performance of the

Administrative Agent’s obligations under this Agreement, the Issuer agrees to

pay quarterly in arrears, beginning with the third Payment Date, to the

Administrative Agent a fee at the rate of      %* per

annum of the sum of the Aggregate Note Principal Balance of all Series then

Outstanding on the related quarterly Payment Date; notwithstanding payment of

such fee by the Servicer, each of the parties hereto acknowledge that the

Administrative Agent is the agent of the Noteholders.  If the Servicer fails to pay such fee, the Issuer shall pay such unpaid

amounts from amounts on deposit in the Series 2002-1 Series Account in

accordance with the provisions of Section 3.2 of the Series 2002-1

Supplement.  In addition, the

Administrative Agent shall also be entitled to be reimbursed in accordance with

Section 3.2 of the Series 2002-1 Supplement for its expenses incurred in taking

any actions required pursuant to Section 405(b) of the Indenture.




 




SECTION 8.           Independence of the Administrative

Agent.  For all purposes of this

Agreement, the Administrative Agent shall be an agent of the Noteholders and

shall not be subject to the supervision of the Issuer, Servicer or Indenture

Trustee with respect to the manner




 






















*               This

redacted material has been omitted pursuant to a request for confidential

treatment, and the material has been filed separately with the Commission.




 




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in which

it accomplishes the performance of its obligations hereunder; provided,

however, that the Administrative Agent shall act in accordance with

directions from the Requisite Global Majority when required by the Indenture or

the Related Documents.




 




SECTION 9.           No Joint Venture.  Nothing contained in this Agreement

(i) shall constitute the Administrative Agent, the Issuer, the Servicer

and the Indenture Trustee as members of any partnership, joint venture,

association, syndicate, unincorporated business or other separate entity,

(ii) shall be construed to impose any liability as such on any of them or

(iii) shall be deemed to confer on any of them any express, implied or apparent

authority to incur any obligation or liability on behalf of the others.




 




SECTION 10.         Other Activities of the

Administrative Agent.  Nothing

herein shall prevent the Administrative Agent or its Affiliates from engaging

in other businesses or, in its sole discretion, from acting in a similar

capacity as an administrator for any other Person even though such Person may

engage in business activities similar to those of the Issuer and/or the

Servicer.




 




SECTION 11.         Term of Agreement; Resignation and

Removal of Administrative Agent. 

(a)  This Agreement shall

continue in force until all of the Outstanding Obligations under the Indenture

are paid in full, upon which event this Agreement shall automatically

terminate.




 




(b)           The Administrative Agent may resign

its duties hereunder by providing each of the Issuer, the Servicer and the

Indenture Trustee with at least 60 days’ prior written notice.




 




(c)           The Indenture Trustee, acting at the

written direction of the Requisite Global Majority, or of the Issuer, may

remove the Administrative Agent immediately upon written notice of termination

to the Administrative Agent (with a copy to each of the Issuer and the

Servicer) if any of the following events shall occur:




 




(i)            the Administrative Agent shall

default in any material respect the performance of any of its duties under this

Agreement which failure continues unremedied for a period of fifteen (15) days

after the receipt by the Administrative Agent of written notice thereof

specifying with reasonable detail the default;




 




(ii)           a court having jurisdiction in the

premises shall enter a decree or order for relief, and such decree or order

shall not have been vacated within 60 days, in respect of the Administrative

Agent in any involuntary case under any applicable bankruptcy, insolvency or

other similar law now or hereafter in effect or appoint a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official for the

Administrative Agent or any substantial part of its property or order the

winding-up or liquidation of its affairs; or




 




(iii)          the Administrative Agent shall

commence a voluntary case under any applicable bankruptcy, insolvency or other

similar law now or hereafter in effect, shall consent to the entry of an order

for relief in an involuntary case under any such law, or shall consent to the

appointment of a receiver, liquidator, assignee, trustee, custodian,

sequestrator or similar official for the Administrative Agent or any

substantial part of its property, shall consent to the taking of possession by any

such official of any substantial part of its property, shall make




 




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any

general assignment for the benefit of creditors or shall fail generally to pay

its debts as they become due.




 




(d)           No resignation or removal of the

Administrative Agent pursuant to this Section 11 shall be effective until (i) a

successor Administrative Agent shall have been appointed by the Requisite

Global Majority (which successor shall also be reasonably acceptable to the

Issuer) and (ii) such successor Administrative Agent shall have agreed in

writing to be bound by the terms of this Agreement in the same manner as the

Administrative Agent is bound hereunder or as otherwise approved by the

Requisite Global Majority.  A copy of

any such appointment and the agreement executed by such successor

Administrative Agent shall be promptly sent to each of the Issuer, the Servicer

and the Indenture Trustee.




 




SECTION 12.         Action upon Termination; Resignation

or Removal.  Promptly upon the effective

date of termination of this Agreement pursuant to Section 11(a) of this

Agreement or the resignation or removal of the Administrative Agent pursuant to

Section 11(b) or (c) of this Agreement, respectively, the Administrative

Agent shall be entitled to be paid all fees and reimbursable expenses accruing

to it to the date of such termination, resignation or removal.  In the event of the resignation or removal

of the Administrative Agent pursuant to Section 11(b) or (c) of this Agreement,

respectively, the Administrative Agent shall cooperate with the Indenture

Trustee and take all reasonable steps requested to assist the Requisite Global

Majority and the Indenture Trustee in making an orderly transfer of the duties

of the Administrative Agent.




 




SECTION 13.         Notices.  Any notice, report or other communication

given hereunder shall be in writing and addressed as follows:




 




(a)           If to the Issuer, to:




 




Willis Engine Funding LLC




2320 Marinship Way




Sausalito, California 94965




Attention: 

Counsel




Fax:  (415)

331-0607




 




with a copy to:






the Servicer and




Gibson, Dunn & Crutcher LLP




333 South Grand Avenue




Los Angeles, CA 90071




Attention: 

Brian D. Kilb




Telephone:            (213) 229-7236




Fax:               (213) 229-7520




 




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(b)           If to the Administrative Agent, to:




 




Barclays Bank PLC




200 Park Avenue




New York, New York

10166




Attn:  Asset Securitization Group




 




(c)           If to the Indenture Trustee, to:




 




The Bank of New

York




101 Barclay Street




8th Floor West




Asset Backed

Securities Unit




New York, New York

10286




Fax:  (212) 815-2493




 




(d)           If to the Servicer, to:




 




Willis Lease

Finance Corporation




2320 Marinship

Way, Suite 300




Sausalito,

California 94965




Attention:  Counsel




Fax:  415/331-0607




 




with a copy to:




 




Gibson, Dunn &

Crutcher LLP




333 South Grand

Avenue




Los Angeles, CA

90071




Attention:  Brian D. Kilb




Telephone:            (213) 229-7236




Fax:               (213) 229-7520




 




(e)           If to any Noteholder, at the address

set forth in the Note Register, or to such other address as any party shall

have provided to the other parties in writing. 

Any notice required to be in writing hereunder shall be deemed given if

such notice is mailed by certified mail, postage prepaid, or hand-delivered

(or, in the case of the Issuer or the Servicer, by internationally recognized

courier service) to the address of such party as provided above.




 




SECTION 14.         Amendments.  This Agreement may be amended from time to

time by the parties hereto, provided that any amendment must be accompanied by

the written consent of the Requisite Global Majority.  Prior to the execution of any amendment to this Agreement, the

Issuer will provide notice of any such amendment to each Rating Agency, if any.




 




SECTION 15.         Successors and Assigns.  This Agreement may not be assigned by the

Administrative Agent except to an Affiliate unless (i) such assignment is

previously consented to in writing by the Indenture Trustee (acting at the

direction of the Control Party of




 




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each

Series), (ii) such assignee is reasonably acceptable to the Issuer, and (iii)

each Rating Agency, if any, shall have received prior notice of each such

assignment.




 




SECTION 16.         GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO

ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT

REGARD TO CONFLICTS OF LAW PRINCIPLES.




 




SECTION 17.         Consent to Jurisdiction.  Any legal suit, action or proceeding against

any of the parties hereto arising out of or relating to this Agreement, or any

transaction contemplated hereby, may be instituted in any federal or state

court in New York County, State of New York, and each of the parties hereto

hereby waives any objection which it may now or hereafter have to the laying of

venue of any such suit, action or proceeding, and, solely for the purposes of

enforcing this Agreement, each of the Issuer and the Servicer hereby

irrevocably submits to the non-exclusive jurisdiction of any such court in any

such suit, action or proceeding.  Each

of the Issuer and the Servicer hereby irrevocably appoints and designates

CT Corporation Systems, 1633 Broadway, New York, New York 10019, its true

and lawful attorney-in-fact and duly authorized agent for the limited purpose

of accepting service of legal process and the Issuer agrees that service of

process upon such party shall constitute personal service of such process on

such Person.  Each of the Issuer and the

Servicer shall maintain the designation and appointment of such authorized

agent until all amounts payable under this Agreement shall have been paid in

full.  If such agent shall cease to so

act, each of the Issuer and the Servicer shall immediately designate and

appoint another such agent satisfactory to the Administrative Agent and shall

promptly deliver to the Administrative Agent evidence in writing of such other

agent’s acceptance of such appointment.




 




SECTION 18.         Headings.  The section headings hereof have been

inserted for convenience of reference only and shall not be construed to affect

the meaning, construction or effect of this Agreement.




 




SECTION 19.         Counterparts.  This Agreement may be executed in

counterparts, each of which when so executed shall together constitute but one

and the same agreement.




 




SECTION 20.         Severability.  Any provision of this Agreement that is

prohibited or unenforceable under any applicable law, rule or regulation or

that would result in the imposition of any fine or adverse regulatory or other

consequence in any jurisdiction shall be ineffective to the extent thereof

without invalidating the remaining provisions hereof and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.




 




SECTION 21.         Agreement Not to File Petition in

Bankruptcy.  The Administrative

Agent hereby agrees that it shall not institute against, or join any other

person in instituting against, the Issuer any bankruptcy, reorganization,

arrangement, insolvency or liquidation proceeding, or other proceeding under

any insolvency, bankruptcy or similar law of any




 




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jurisdiction,

for one year and a day after the last date on which any Note of any Series was

Outstanding.




 




SECTION 22.         Binding Effect Third-Party

Beneficiaries.  This Agreement will

inure to the benefit of and be binding upon the parties hereto.




 




SECTION 23.         Merger and Integration.  Except as specifically stated otherwise

herein, this Agreement sets forth the entire understanding of the parties

relating to the subject matter hereof, and all prior understandings, written or

oral, are superseded by this Agreement. 

This Agreement may not be modified, amended, waived or supplemented

except as provided herein.




 




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EXECUTION COPY




 




IN WITNESS WHEREOF, the parties have caused this

Administration Agreement to be duly executed and delivered as of the day and

year first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING LLC, as Issuer


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ MONICA J. BURKE


  	

   


  
	

   


  	

   


  	

  Name: Monica J. Burke


  
	

   


  	

   


  	

  Title: Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BARCLAYS BANK PLC, as Administrative Agent


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ PIERRE DULEYRIE


  	

   


  
	

   


  	

   


  	

  Name: Pierre Duleyrie


  
	

   


  	

   


  	

  Title: Director


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WILLIS LEASE

  FINANCE CORPORATION, as


  Servicer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ DONALD A. NUNEMAKER


  	

   


  
	

   


  	

   


  	

  Name: Donald A. Nunemaker


  
	

   


  	

   


  	

  Title: Executive Vice President,


  
	

   


  	

   


  	

  Chief Operating Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE BANK OF NEW

  YORK, not in its individual


  capacity but solely as Indenture Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ SCOTT J. TEPPER


  	

   


  
	

   


  	

   


  	

  Name: Scott J. Tepper


  
	

   


  	

   


  	

  Title: Assistant Vice President