Exhibit 10.30




 




EXECUTION

COPY




 




 




CLASS

B NOTE PURCHASE AGREEMENT




 




 




among




 




 




WILLIS

ENGINE FUNDING LLC,


as Issuer




 




 




WILLIS

LEASE FINANCE CORPORATION,


as Servicer




 




 




FORTIS

BANK (NEDERLAND) N.V.,


as a Class B Note Purchaser




 




 




and




 




 




BARCLAYS

BANK PLC,


as a Class B Note Purchaser and as Purchasers’ Agent




 




 




dated

as of September 12, 2002




 





























 




TABLE OF CONTENTS




 




	

  ARTICLE I


  
	

  DEFINITIONS


  
	

  SECTION 1.01.


  	

  Certain Defined

  Terms


  
	

  SECTION

  1.02.


  	

  Other Definitional

  Provisions


  
	

   


  	

   


  
	

  ARTICLE II


  
	

  PURCHASE AND SALE


  
	

  SECTION

  2.01.


  	

  Sale

  and Delivery of the Class B Notes


  
	

  SECTION

  2.02.


  	

  Acceptance

  and Custody of Series 2002-1 Class B Notes


  
	

  SECTION 2.03.


  	

  Funding of Loans


  
	

  SECTION

  2.04.


  	

  The

  Initial Funding, Subsequent Fundings and Incremental Fundings


  
	

  SECTION

  2.05.


  	

  Reduction

  of the Class B Maximum Limit


  
	

  SECTION 2.06.


  	

  Determination

  of Interest


  
	

  SECTION

  2.07.


  	

  Payments,

  Computations, Etc.


  
	

  SECTION 2.08.


  	

  Increased Costs


  
	

  SECTION 2.09.


  	

  Increased Capital


  
	

  SECTION 2.10.


  	

  Taxes


  
	

   


  	

   


  
	

  ARTICLE III


  
	

  CONDITIONS

  PRECEDENT TO OBLIGATION OF THE PURCHASER


  
	

  SECTION

  3.01.


  	

  Conditions

  Precedent to Initial Purchase


  
	

  SECTION

  3.02.


  	

  Conditions

  Precedent to All Fundings


  
	

  SECTION

  3.03.


  	

  Conditions

  Precedent to Initial Funding and Each Incremental Funding


  
	

   


  	

   


  
	

  ARTICLE IV


  
	

  REPRESENTATIONS AND

  WARRANTIES


  
	

  SECTION

  4.01.


  	

  Representations

  and Warranties of the Issuer


  
	

  SECTION

  4.02.


  	

  Representations

  and Warranties and Agreements of WLFC


  
	

   


  	

   


  
	

  ARTICLE V


  
	

  REPRESENTATIONS

  AND WARRANTIES OF THE PURCHASER


  
	

  SECTION 5.01.


  	

  Organization


  
	

  SECTION 5.02.


  	

  Authority, etc


  
	

  SECTION 5.03.


  	

  Securities Act


  
	

  SECTION 5.04.


  	

  Investment

  Company Act


  
	

   


  	

   


  
	

  ARTICLE VI


  
	

  COVENANTS

  OF THE ISSUER


  
	

  SECTION 6.01.


  	

  [Reserved]


  
	

  SECTION

  6.02.


  	

  Information

  from the Issuer


  
	

  SECTION 6.03.


  	

  Access to

  Information


  
	

  SECTION

  6.04.


  	

  Security

  Interests; Further Assurances


  
	

  SECTION 6.05.


  	

  Covenants


  
	

  SECTION 6.06.


  	

  Securities Act


  





 




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  ARTICLE VII


  
	

  MUTUAL COVENANTS AND

  AGREEMENTS


  
	

  SECTION

  7.01.


  	

  Legal

  Conditions to Closing


  
	

  SECTION 7.02.


  	

  Expenses and Fees


  
	

  SECTION 7.03.


  	

  Mutual Obligations


  
	

   


  	

   


  
	

  ARTICLE VIII


  
	

  INDEMNIFICATION


  
	

  SECTION

  8.01.


  	

  Indemnification

  by the Issuer


  
	

  SECTION 8.02.


  	

  Procedure


  
	

  SECTION 8.03.


  	

  Defense of Claims


  
	

   


  	

   


  
	

  ARTICLE IX


  
	

  THE

  PURCHASERS’ AGENT


  
	

  SECTION 9.01.


  	

  Authorization

  and Action


  
	

  SECTION

  9.02.


  	

  Purchasers’

  Agent’s Reliance, Etc.


  
	

  SECTION

  9.03.


  	

  Purchasers’

  Agent and Affiliate


  
	

  SECTION 9.04.


  	

  Indemnification


  
	

  SECTION 9.05.


  	

  Purchase Decision


  
	

  SECTION

  9.06.


  	

  Successor

  Purchasers’ Agent


  
	

   


  	

   


  
	

  ARTICLE X


  
	

  MISCELLANEOUS


  
	

  SECTION 10.01.


  	

  Amendments


  
	

  SECTION

  10.02.


  	

  Notices


  
	

  SECTION 10.03.


  	

  No Waiver;

  Remedies


  
	

  SECTION

  10.04.


  	

  Binding

  Effect; Assignability


  
	

  SECTION 10.05.


  	

  Provision of Documents and

  Information


  
	

  SECTION

  10.06.


  	

  GOVERNING

  LAW; JURISDICTION


  
	

  SECTION 10.07.


  	

  No Proceedings


  
	

  SECTION

  10.08.


  	

  Execution in

  Counterparts


  
	

  SECTION 10.09.


  	

  No Recourse


  
	

  SECTION 10.10.


  	

  Limited Recourse


  
	

  SECTION

  10.11.


  	

  Survival


  
	

  SECTION 10.12.


  	

  Third-Party

  Beneficiaries


  
	

  SECTION 10.13.


  	

  Appointment of Agent

  for Service of Process


  





 




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  SCHEDULES


  	

   


  
	

   


  	

   


  
	

  SCHEDULE

  1


  	

  Percentage

  Interests and Addresses for Delivery of Payments


  
	

   


  	

   


  
	

  SCHEDULE

  2


  	

  Conditions

  Precedent to Initial Purchase


  
	

   


  	

   


  
	

  EXHIBITS


  	

   


  
	

   


  	

   


  
	

  EXHIBIT A


  	

  Form of Loan Request


  





 




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CLASS B NOTE PURCHASE AGREEMENT (“Class B Note

Purchase Agreement”) dated as of September 12, 2002, among WILLIS ENGINE

FUNDING LLC (the “Issuer”), WILLIS LEASE FINANCE CORPORATION (the “Servicer”),

FORTIS BANK (NEDERLAND) N.V. (a “Class B Note Purchaser”) and BARCLAYS

BANK PLC, as a Class B Note Purchaser (in such capacity, a “Class B Note

Purchaser” and, together with Fortis Bank (Nederland) N.V., the “Class B

Note Purchasers”) and as the Purchasers’ Agent (in such capacity, the “Purchasers’

Agent”).




 




The parties hereto agree as follows:




 




ARTICLE I


DEFINITIONS




 




SECTION 1.01.  Certain Defined Terms.  Capitalized terms

used herein without definition shall have the meanings set forth in the Indenture

(as defined below), as applicable. 

Additionally, the following terms shall have the following meanings:




 




“Administration Agreement” means,

the Administration Agreement dated as of September 12, 2002, among the Issuer

and the Indenture Trustee, as the same may be amended, supplemented or

otherwise modified from time to time.




 




“Affected Person” means the Purchasers’ Agent,

each Owner, and each of their respective Affiliates, successors and assigns.




 




“Base Indenture” means the

Indenture dated as of September 12, 2002, between the Issuer, as issuer, and

the Indenture Trustee, as indenture trustee.




 




“Class A Note Purchase Agreement”

means the Class A Note Purchase Agreement, dated as of September 12, 2002,

among the Issuer, the Servicer, Sheffield Receivables Corporation and Barclays

Bank PLC.




 




“Class A Note Purchasers” has the

meaning specified in the Class A Note Purchase Agreement.




 




“Class A Notes” means $165,343,500

initial principal amount of the Issuer’s Class A Notes dated September 12,

2002.




 




“Class B Increased Costs” shall mean, with

respect to any Interest Accrual Period, an amount equal to the sum of (a) the

aggregate amount payable to all Affected Persons pursuant to Sections 2.08,

2.09 and 2.10 of this Agreement in respect of such Interest Accrual Period and

(b) the aggregate of such amounts with respect to prior Interest Accrual

Periods which remain unpaid.




 




“Class B Note Purchasers” means

Fortis Bank (Nederland) N.V. and Barclays Bank PLC, in its capacity as a Class

B Note Purchaser.




 




“Class B Notes” means $18,371,500

initial principal amount of the Issuer’s Class B Notes dated September 12,

2002.




 





























 




“Commercial Paper Notes” means any

commercial paper notes issued by the Class A Note Purchaser.




 




“Commitment Termination Date” means

September 11, 2003 or such later date to which the Commitment Termination Date

may be extended (if extended) in the sole discretion of the Class B Note

Purchasers in accordance with the terms of Section 2.03(b) hereof.




 




“Deal Documents” means the Series

2002-1 Transaction Documents and each other document, agreement, certificate,

schedule or other writing entered into or delivered in connection with the

foregoing, as the same may be amended, supplemented, restated, replaced or

otherwise modified from time to time.




 




“Dollars” or “$” means the

lawful currency of the United States of America.




 




“Exchange Act” means the Securities

Exchange Act of 1934, as amended.




 




“Excluded Taxes”

has the meaning specified in Section 2.10(a) hereof.




 




“Federal Bankruptcy Code” means the

bankruptcy code of the United States of America codified in Title 11 of the

United States Code.




 




“Funding” means a funding by the

Class B Note Purchasers of a Loan to the Issuer pursuant to Article II.




 




“Funding Date” means as to the

initial Funding, the Closing Date, and as to any Incremental Funding, any

Business Day that is (i) at least one (1) calendar week following the

immediately preceding Funding Date and (ii) two (2) Business Days immediately

following the receipt by the Purchasers’ Agent of a written request by the

Issuer to obtain a Loan, such notice to be in the form of Exhibit A

hereto and to conform to requirements of Section 3.02 hereof.




 




“Governmental Actions” means any

and all consents, approvals, permits, orders, authorizations, waivers,

exceptions, variances, exemptions or licenses of, or registrations,

declarations or filings with, any Governmental Authority required under any

Governmental Rules.




 




“Governmental Authority” means any

nation or government, any state or other political subdivision thereof, any

central bank (or similar monetary or regulatory authority) thereof, any entity

exercising executive, legislative, judicial, regulatory or administrative

functions of or pertaining to government, and any corporation or other entity

owned or controlled, through stock or capital ownership or otherwise by any of

the foregoing.




 




“Governmental Rules” means any and

all laws, statutes, codes, rules, regulations, ordinances, orders, writs,

decrees and injunctions, of any Governmental Authority and any and all legally

binding conditions, standards, prohibitions, requirements and judgments of any

Governmental Authority.




 




“Increased Costs” has the meaning

specified in Section 2.08 hereof.




 




2





























 




“Incremental Funding” means any

Funding that increases the aggregate outstanding Class B Note Principal

Balance.




 




“Indemnified Party” has the meaning

specified in Section 8.01 hereof.




 




“Indenture” means the Base

Indenture, as supplemented by the Indenture Supplement, as the same may be

amended and supplemented from time to time.




 




“Indenture Supplement” means the

Series 2002-1 Supplement dated as of September 12, 2002, between the Issuer and

the Indenture Trustee, as the same may be amended, supplemented or otherwise

modified from time to time.




 




“Indenture Trustee” means The Bank

of New York, as trustee under the Indenture.




 




“Interpretation” as used in Sections 2.08

and 2.09 hereof with respect to any law or regulation means the interpretation

or application of such law or regulation by any governmental authority

(including, without limitation, any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to

government), central bank, accounting standards board, financial services

industry advisory body or any comparable entity.




 




“Investment Company Act” means the

United States Investment Company Act of 1940, as amended.




 




“Issuer” means Willis Engine

Funding LLC, a Delaware limited liability company.




 




“Issuer Documents” has the meaning

specified in Section 4.01(ii) hereof.




 




“Loan Request” means any request by

the Issuer pursuant to Section 2.04(b) and in the form of Exhibit A.




 




“Losses” has the meaning specified

in Section 8.01 hereof.




 




“Notes” means the Class A Notes and

the Class B Notes.




 




“Other Taxes” means any present or future stamp

or documentary taxes or any other excise or property taxes, charges or similar

levies that arise from any payment or deposit required to be made hereunder,

under the Indenture or from the execution, delivery or registration of, or

otherwise with respect to, any of the foregoing.




 




“Owner” shall mean each Class B Note Purchaser.




 




“Percentage Interest” means, with respect to

any Class B Note, a percentage equal to (x) the maximum principal balance of

such Class B Note divided by (y) the maximum aggregate principal amount of all

Class B Notes.




 




3





























 




“Purchase” means the initial

purchase by the Class B Note Purchasers of the Class B Notes from the Issuer.




 




“Purchasers” means the Class B Note

Purchasers.




 




“Purchasers’ Agent” means Barclays

Bank PLC.




 




“Requirement of Law” means, as to

any Person, any law (statutory or common), treaty, rule or regulation or

determination of an arbitrator or of a Governmental Authority, in each case

applicable to or binding upon such Person or any of its property or to which

such Person or any of its property is subject.




 




“Section 2.10(a) Amount” has the meaning

specified in Section 2.10(a) hereof.




 




“Securities Act” means the Securities

Act of 1933, as amended.




 




“Servicer” means Willis Lease

Finance Corporation.




 




“Taxes” has the

meaning specified in Section 2.10(a) hereof.




 




“Termination Date” means the

earliest of (a) the date of the occurrence of an Early Amortization Event and

(b) the Commitment Termination Date.




 




“Third Party Claim” has the meaning

specified in Section 8.02 hereof.




 




“UCC” means the Uniform Commercial Code as in effect in the

applicable jurisdiction.




 




“United States” means the United States of America.




 




“WLFC Documents” has the meaning specified in Section

4.02(i) hereof.




 




SECTION 1.02.  Other Definitional Provisions.




 




(a)           All terms defined in this Class B Note

Purchase Agreement shall have the defined meanings when used in any certificate

or other document made or delivered pursuant hereto unless otherwise defined

therein.




 




(b)           As used herein and in any certificate or

other document made or delivered pursuant hereto or thereto, accounting terms

not defined in Section 1.01, have the meanings assigned to them in accordance

with generally accepted accounting principles in the United States.




 




(c)           The words “hereof,” “herein” and

“hereunder” and words of similar import when used in this Class B Note Purchase

Agreement shall refer to this Class B Note Purchase Agreement as a whole and

not to any particular provision of this Class B Note Purchase Agreement; and

Section, subsection, Schedule and Exhibit references contained in this Class B 




 




4





























 




Note Purchase Agreement are references to

Sections, subsections, Schedules and Exhibits in or to this Class B Note

Purchase Agreement unless otherwise specified.




 




ARTICLE II


PURCHASE AND SALE




 




SECTION 2.01.  Sale and Delivery of the Class B Notes.   In

reliance on the representations, warranties and agreements set forth in this

Agreement and subject to the terms and conditions herein set forth, the Issuer

agrees to sell, transfer and deliver to the Purchasers’ Agent on behalf of the

Class B Note Purchasers on the Closing Date,  the Class B Notes with a

maximum aggregate principal amount of $20,000,000 and in the Percentage

Interests specified on Schedule 1 hereto, which Class B Notes shall be duly

executed by the Issuer, duly authenticated by the Indenture Trustee and

registered in the name of the Purchasers’ Agent on behalf of the Class B Note

Purchaser.  The actual outstanding

principal balance of the Class B Notes will be increased and decreased from

time to time in accordance with the terms hereof and of the Indenture

Supplement.  The Class B Notes will be

delivered to the Purchasers’ Agent against payment of the amount of the

Loan related to the initial Funding made pursuant to Section 2.04.




 




SECTION 2.02.  Acceptance and Custody of Series 2002-1 Class B Notes.  On

the Closing Date, the Purchasers’ Agent shall take delivery of the Class B

Notes and maintain custody thereof on behalf of the Class B Note Purchasers.




 




SECTION 2.03.  Funding

of Loans.




 




(a)           On

the terms and conditions hereinafter set forth, the Issuer may, at its option,

request Loans from the Class B Note Purchasers.  The Purchasers’ Agent may act on behalf of and for the benefit of

the Class B Note Purchasers in this regard. 

The Class B Note Purchasers shall fund Loans from time to time according

to their respective Percentage Interests in the Class B Notes during the period

from the date hereof to but not including the Termination Date; provided,

however, that no Loan shall be funded under this Agreement unless on the

applicable Funding Date a Loan is funded under the Class A Note Purchase

Agreement in an amount that is nine (9) times the amount of the Loan funded

under this Agreement.  Under no

circumstances shall the Class B Note Purchasers fund any Loan if after giving

effect to such Funding or Incremental Funding, the aggregate Class B Note

Principal Balance outstanding hereunder would (i) exceed the Class B Note

Commitment or (ii) exceed the product of (y) one-ninth (1/9) and (z) the

aggregate Class A Note Principal Balance outstanding under the Class A Note

Purchase Agreement after giving effect to the Funding or Incremental Funding

made thereunder on the same date.




 




(b)           The

Issuer may, within 60 days, but no later than 45 days, prior to the then

existing Commitment Termination Date, by written notice to the Purchasers’

Agent, make written request for the Class B Note Purchasers to extend the

Commitment Termination Date for an additional period of 364 days.  The Purchasers’ Agent will give prompt

notice to the Class B Note Purchasers and the Class A Note Purchaser of its

receipt of such request for extension of the Commitment Termination Date.  The Class B Note Purchasers shall make a

collective determination, in their sole discretion and after a full credit

review, not more than 30 days and 




 




5





























 




not less than 15 days prior to the then applicable

Commitment Termination Date as to whether or not it will agree to extend the

Commitment Termination Date; provided, however, that the failure

of the Class B Note Purchasers to make a timely response to the Issuer’s

request for extension of the Commitment Termination Date shall be deemed to

constitute a refusal by the Class B Note Purchasers to extend the Commitment

Termination Date.  It shall be a

condition to the extension of the Commitment Termination Date that the

commitment under the Class A Note Purchase Agreement be extended to the same

date.




 




SECTION 2.04.  The Initial Funding and Incremental

Fundings.




 




(a)           The

Class B Notes shall bear interest at the applicable Interest Rate as provided

in the Indenture.  Subject to the

conditions described in Sections 2.03, 3.01 and 3.02, as applicable, the

initial Funding and each Incremental Funding shall be made in accordance with

the procedures described in Section 2.04(b).




 




(b)           The

initial Funding and each Incremental Funding shall be made, after receipt by

the Class B Note Purchasers of a Loan Request delivered by the Issuer to the

Purchasers’ Agent at least two Business Days prior to such proposed Funding

Date and each such notice shall specify (i) the aggregate amount of such

initial Funding or Incremental Funding which amount must satisfy the applicable

minimum requirement set forth in the following sentence and (ii) the date of

such Funding or Incremental Funding. 

The Issuer shall deliver no more than two such notices in any calendar

month, and each amount specified in any such notice must satisfy the following

minimum requirements, as applicable, as a condition to the related

Funding:  (i) the initial Funding shall

be in an amount equal to $500,000 or an integral multiple of $1,000 in excess

thereof; (ii) each Incremental Funding hereunder shall be in an amount equal to

$100,000 or an integral multiple of $1,000 in excess thereof; provided,

however, that if such Incremental Funding is to be made hereunder at a time

when there is no outstanding Commercial Paper Notes issued in respect of a

Funding under the Class A Note Purchase Agreement of $4,500,000 or an integral

multiple of $9,000 in excess thereof, then such Incremental Funding under this

Class B Note Purchase Agreement shall be in an amount equal to $500,000 or an

integral multiple of $1,000 in excess thereof. 

Each notice delivered by the Issuer pursuant to this Section 2.04 shall

be irrevocable.  Following receipt of

such notice, the initial Funding or Incremental Funding will be made by the

Class B Note Purchasers in accordance with their respective Percentage

Interests in the Class B Notes.  On the

date of such Funding or Incremental Funding, as the case may be, the Class B

Note Purchasers shall, upon satisfaction of the applicable conditions set forth

in Article III, make available to the Issuer by wire transfer in immediately

available funds, at such bank or other location reasonably designated by Issuer

in its Loan Request given pursuant to this Section 2.04(b), in accordance with

their respective Percentage Interests in the Class B Notes, an amount equal to

the amount of such Loan related to such initial Funding or Incremental Funding,

as the case may be.  Notwithstanding any

other provision of this Section 2.04(b), following the consummation of the Term

Securitization, the Class B Note Purchasers shall not be obligated to fund a

Loan under this Agreement and the Series 2002-1 Supplement until the Issuer and

the Class B Note Purchasers have agreed in writing regarding the Spread for

such Loan.




 




SECTION 2.05.  Reduction of the Class B Maximum Limit.  The

Issuer may, upon at least five Business Days’ notice to the Purchasers’ Agent,

terminate in whole or reduce 




 




6





























 




in part the portion of

the Class B Maximum Limit that exceeds the sum of the aggregate Class B Note

Principal Balance and interest accrued and to accrue thereon through the date

of payment; provided, however, that each partial reduction of the

Class B Maximum Limit shall be in an aggregate amount equal to $100,000 or an

integral multiple thereof; and provided further, however, that

each partial reduction of the Class B Maximum Limit shall be accompanied by a

partial reduction of the Class A Maximum Limit under the Class A Note Purchase

Agreement in an amount equal to nine (9) times the amount of the partial

reduction hereunder.  Each notice of

reduction or termination pursuant to this Section 2.05 shall be

irrevocable.




 




SECTION 2.06.  Determination

of Interest.  The

Purchasers’ Agent shall determine the Interest (including unpaid Interest, if

any, due and payable on a prior Payment Date) on the Class B Notes to be paid

on each Payment Date for the applicable Interest Accrual Period and shall

advise the Issuer and the Indenture Trustee thereof prior to 2:00 p.m. (New

York City time) on the related Determination Date.




 




SECTION 2.07.  Payments, Computations, Etc.




 




(a)           Unless

otherwise expressly provided herein, all amounts to be paid or deposited by the

Issuer or the Servicer hereunder shall be paid or deposited in accordance with

the terms hereof no later than 11:00 a.m. (New York City time) on the day when

due in lawful money of the United States in immediately available funds to

accounts maintained by the Class B Note Purchasers as shown on Schedule 1

hereto, or such other accounts designated from time to time by the Class B Note

Purchasers.  The Issuer shall, to the

extent permitted by law, pay to the Class B Note Purchasers Default Interest at

the Overdue Rate as provided in the Indenture; provided, however, that such

interest rate shall not at any time exceed the maximum rate permitted by

applicable law.  All computations of

interest and other fees hereunder shall be made on the basis of a year of 360

days for the actual number of days (including the first but excluding the last

day) elapsed.




 




(b)           Whenever

any payment hereunder shall be stated to be due on a day other than a Business

Day, such payment shall be made on the next succeeding Business Day, and such

extension of time shall in such case be included in the computation of payment

of Interest or any fee payable hereunder, as the case may be.




 




(c)           If

any Funding or Incremental Funding requested by the Issuer and approved by the

Class B Note Purchasers pursuant to Section 2.04, is not, for any reason

whatsoever related to a default or nonperformance by the Issuer, made or

effectuated, as the case may be, on the date specified therefor, the Issuer

shall indemnify the Class B Note Purchasers against any reasonable loss, cost

or expense incurred by the Class B Note Purchasers, including, without

limitation, any loss (excluding loss of anticipated profits), cost or expense

incurred by reason of the liquidation or reemployment of deposits or other

funds acquired by the Class B Note Purchasers to fund or maintain such Funding

or Incremental Funding, as the case may be, during such Interest Accrual

Period.




 




SECTION 2.08.  Increased

Costs.   If

due to the introduction of or any change (including, without limitation, any

change by way of imposition or increase of reserve requirements) in or in the

Interpretation of any law or regulation or the imposition of any 




 




7





























 




guideline or request from any central bank or other Governmental

Authority after the date hereof reflecting such change, there shall be an

increase in the cost to an Affected Person of making or maintaining any

investment in the Class B Notes or any interest therein or of agreeing to

purchase or invest in the Class B Notes or any interest therein, as the case

may be (other than by reason of any Interpretation of or introduction of or

change in laws or regulations relating to Taxes or Excluded Taxes), such

Affected Person shall promptly submit to the Issuer, the Servicer and, if such

Person is not the Purchasers’ Agent, the Purchasers’ Agent, a certificate

setting forth in reasonable detail, the calculation of such increased costs

incurred by such Affected Person.  In

determining such amount, such Affected Person may use any reasonable averaging

and attribution methods, consistent with the averaging and attribution methods

generally used by such Affected Person in determining amounts of this

type.  The amount of increased costs set

forth in such certificate (which certificate shall, in the absence of manifest

error, be prima facie evidence as to such amount) shall be included in the

Class B Increased Costs for the Interest Accrual Period immediately succeeding

the date on which such certificate was delivered (or if such certificate was

delivered during the last Interest Accrual Period, for such last Interest

Accrual Period) and to the extent remaining outstanding, each Interest Accrual

Period thereafter until paid in full. 

The Purchasers’ Agent, out of amounts received by it in respect of Class

B Increased Costs for Affected Persons for any Interest Accrual Period, shall

pay such increased costs to such Affected Persons; provided, however,

that if the amount so distributable in respect of the Class B Increased Costs

is less than the aggregate amount payable to all such Affected Persons pursuant

to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be

allocated among such Affected Persons on a pro rata basis (determined by the

amount owed to each).




 




SECTION 2.09.  Increased

Capital.  If the

introduction of or any change in or in the Interpretation of any law or

regulation or the imposition of any guideline or request from any central bank

or other governmental authority reflecting such change after the date hereof

affects or would affect the amount of capital required or expected to be

maintained by any Affected Person, and such Affected Person determines that the

amount of such capital is increased as a result of (i) the existence of the

Class B Note Purchasers’ agreement to make or maintain an investment in the

Class B Notes or any interest therein and other similar agreements or

facilities, or (ii) the existence of any agreement by Affected Persons to make

or maintain an investment in the Class B Notes or any interest therein or to

fund any such investment and any other commitments of the same type, such

Affected Person shall promptly submit to the Issuer, the Servicer and, if such

Person is not the Purchasers’ Agent, the Purchasers’ Agent, a certificate

setting forth in reasonable detail, the calculation of the additional amounts

required to compensate such Affected Person in light of such

circumstances.  In determining such

amount, such Affected Person may use any reasonable averaging and attribution

methods, consistent with the averaging and attribution methods generally used

by such Affected Person in determining amounts of this type.  The amount set forth in such certificate (which

certificate shall, in the absence of manifest error, be prima facie evidence as

to such amount) shall be included in the Class B Increased Costs for the

Interest Accrual Period immediately succeeding the date on which such

certificate was delivered (or if such certificate was delivered during the last

Interest Accrual Period, for such last Interest Accrual Period), and to the

extent remaining outstanding, each Accrual Period thereafter until paid in

full.  The Purchasers’ Agent, out of

amounts received by it in respect of Class B Increased Costs for Affected

Persons for any Interest Accrual Period, shall pay such increased costs to such

Affected Persons; provided, however, that if the amount so

distributable in respect of the Class B Increased Costs is less than the

aggregate amount payable 




 




8





























 




to all such Affected Persons pursuant to Sections

2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among

such Affected Persons on a pro rata basis (determined by the amount owed to each).




 




SECTION 2.10.  Taxes.

 (a) Any and all payments and deposits

required to be made under this Agreement, the Class B Notes or the Indenture by

the Issuer or the Indenture Trustee to or for the benefit of an Owner shall be

made, to the extent allowed by law, free and clear of and without deduction for

any and all present or future taxes, levies, imposts, deductions, charges or

withholdings, and all liabilities with respect thereto, now or hereafter

imposed, levied, collected, withheld or assessed by any Governmental

Authority.  If, as a result of any

change in law, treaty or regulation or in the interpretation or administration

thereof by any governmental or regulatory agency or body charged with the

administration or interpretation thereof, or the adoption of any law, treaty or

regulation, any taxes, levies, imposts, duties, charges or fees are required to

be withheld from any amount payable to any Owner hereunder, the amount so

payable to such Owner shall be increased to the extent necessary to yield to

such Owner (after payment of all taxes, levies, imposts, duties, charges or

fees) the amount stated to be payable to such Owner hereunder (such increase

and any similar increase described in Section 2.10(d), a “Section 2.10(a)

Amount”); provided, however, that this sentence shall not apply

with respect to (i) income taxes (including, without limitation, branch profits

taxes, minimum taxes and taxes computed under alternative methods, at least one

of which is based on net income) and franchise taxes that are based on income

or any other tax upon or measured by income or gross receipts imposed on any

Owner, in each case, as a result of a present or former connection (other than

any connection arising out of the transactions contemplated by this Agreement)

between the jurisdiction of the government or taxing authority imposing such

tax and such Owner; (ii) any taxes, levies, imposts, duties, charges or fees

that would not have been imposed but for the failure by such Owner to provide

and keep current any certification or other documentation permitted by

applicable law to be delivered by such Owner and required to qualify for an

exemption from or reduced rate thereof; (iii) any taxes, levies, imposts,

duties, charges or fees imposed as a result of a change by any Owner of the

office through which the Class B Notes or any interest therein hereunder is

acquired, accounted for or booked as a result of the sale, transfer or

assignment by any Owner of its interest hereunder, other than any such taxes,

levies, imposts, duties, charges or fees imposed as a result of any such change

or adoption occurring after any such Class B Notes or interest therein is

acquired, accounted for or booked; (iv) taxes measured by income, gross

receipts, assets or capital of any Owner by the taxing authority of the

jurisdiction where such Owner is organized, incorporated, managed, controlled

or is considered to be doing business or in which it maintains an office,

branch or agency (other than Taxes imposed on the gross amount of any payments made

to under this Agreement without regard to such place of origination or

incorporation, such management or control, the conduct of such business or the

maintenance of such office, branch or agency); (v) any Taxes imposed on such

Owner as a result of payments not related to this Agreement; and (vi) any

withholding tax with respect to any Owner (all such exclusions being

hereinafter called “Excluded Taxes” and all other taxes, levies, imposts,

duties, charges or fees being hereinafter called “Taxes”).  To the extent that any Owner actually

realizes a tax benefit on its income tax returns (whether by reason of a

deduction, credit or otherwise) (a “Tax Benefit”) for a given year that is

attributable to the payment by the Issuer or the Indenture Trustee of any such

Taxes on behalf of such Owner, such Owner shall reimburse the Issuer for the

amount of such Tax Benefit, it being understood that the taking of any action

to realize any Tax Benefit shall be within the sole discretion of such Owner; 




 




9





























 




provided, however, that for purposes of reimbursing

the Issuer, such Owner shall calculate the amount of the Tax Benefit realized

that is attributable to the Issuer’s or the Indenture Trustee’s payment of such

Taxes on behalf of such Owner as if such Owner realized or received such Tax

Benefit pro rata with all other Tax Benefits available to it for such year.




 




(b)           Each

of the Issuer and, to the extent not prohibited by applicable law (including

the Code), each Owner agrees that, with respect to all Federal, state and local

income franchise taxes, it will treat the Class B Notes as indebtedness.  Each Owner not organized under the laws of

the United States or a State thereof covenants that to the extent that it is

entitled to receive payments under this Agreement without deduction or

withholding of any United States federal income taxes (other than Withholding

Taxes) because such income is effectively connected with a United States trade

or business, it will continue to hold the Class B Notes in connection with a

United States trade or business for so long as it is an Owner.




 




(c)           Any

Section 2.10(a) Amounts payable to an Owner hereunder shall be included in the

Class B Increased Costs (i) for the Interest Accrual Period in respect of which

the payment subject to withholding is made and (ii) to the extent remaining

outstanding, each Interest Accrual Period thereafter until paid in full.  The Purchasers’ Agent, out of amounts

received by it in respect of Class B Increased Costs for Affected Persons for

any Interest Accrual Period, shall pay such increased costs to such Affected

Persons; provided, however, that if the amount so distributable

in respect of the Class B Increased Costs is less than the aggregate amount

payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10

hereof, the resulting shortfall shall be allocated among such Affected Persons

on a pro rata basis (determined by the amount owed to each).




 




ARTICLE III


CONDITIONS

PRECEDENT TO OBLIGATION OF THE PURCHASER




 




SECTION 3.01.  Conditions Precedent to Initial Purchase.  The initial Purchase hereunder is subject to

the condition precedent that the Purchasers’ Agent shall have received on or

before the date of such purchase the items listed in Schedule 2, each

(unless otherwise indicated) dated such date, in form and substance

satisfactory to the Purchasers’ Agent and the Class B Note Purchasers.




 




SECTION 3.02.  Conditions Precedent to All Fundings.

 Each Funding (including the initial Funding)

by the Class B Note Purchasers and each Incremental Funding (each, a

“Transaction”) shall be subject to the further conditions precedent that (a)

with respect to any Funding (including the initial Funding) or Incremental

Funding, the Servicer shall have delivered to the Purchasers’ Agent, on or

prior to the date of such Funding or Incremental Funding in form and substance

satisfactory to the Purchasers’ Agent, a Loan Request substantially in the form

of Exhibit A, and containing such additional information as may be

reasonably requested by the Purchasers’ Agent; (b) on the date of such

Transaction the following statements shall be true and the Issuer shall be

deemed to have certified that:




 




(i)            The representations and warranties

contained in Sections 4.01 and 4.02 are true and correct on and as of such day

as though made on and as of such date;




 




10





























 




(ii)           No event has occurred and is

continuing, or would result from such Transaction which constitutes an Early

Amortization Event;




 




(iii)          On and as of such day, after giving

effect to such Transaction, the outstanding Class B Note Principal Balance does

not exceed the Class B Note Commitment and the outstanding Aggregate Note

Principal Balance does not exceed the sum of the Class B Note Commitment and

the Class A Note Commitment;




 




(iv)          On and as of such day, the Issuer and

the Servicer each has performed all of the agreements contained in this

Agreement to be performed by such person at or prior to such day;




 




(v)           No law or regulation shall prohibit,

and no order, judgment or decree of any federal, state or local court or

governmental body, agency or instrumentality shall prohibit or enjoin, the

making of such Loan, remittance of collections or Incremental Funding by the

Class B Note Purchasers in accordance with the provisions hereof;




 




(vi)          McAfee & Taft shall have delivered

to the Purchasers’ Agent its written opinion, dated the applicable Transfer

Date, which shall state that it may be relied upon by subsequent Class B Noteholders,

in form and substance satisfactory to the Purchasers’ Agent and the Class B

Note Purchasers, with respect to FAA and recordation matters; and




 




(vii)         on the date of such Transaction, the

Purchasers’ Agent shall have received such other approvals, opinions or

documents as the Purchasers’ Agent may reasonably require.




 




SECTION 3.03.  Conditions Precedent to Initial Funding

and Each Incremental Funding.  The initial Funding and each Incremental Funding are subject to

the condition precedent, in addition to the conditions precedent set forth in

Section 3.02 hereof, that the Issuer shall have delivered, or shall have caused

to be delivered, to each designated recipient named in Schedule G to the

Indenture Supplement, each of the Funding Deliverables scheduled to be

delivered thereunder on or before the Funding Date of such Funding.




 




ARTICLE IV


REPRESENTATIONS AND WARRANTIES




 




SECTION 4.01.  Representations and Warranties of the

Issuer.  The Issuer represents (as of the Effective

Date and as of each date on which a Loan is made by the Class B Noteholders

pursuant to the Supplement, unless otherwise indicated) and warrants to, and

agrees with, the Class B Note Purchasers that:




 




(i)            The Issuer is a limited liability

company duly organized, validly existing and in good standing under the laws of

the State of Delaware, with its chief executive office located at 2320

Marinship Way, Suite 300, Sausalito, California 94965, and has the power to own

its assets and to engage in the activities in which it is presently engaged and

is duly qualified and in good standing under the laws of each jurisdiction

where its 




 




11





























 




ownership of property or the conduct of its activities

requires such qualification, if the failure to so qualify would have a material

adverse effect on the financial condition of the Issuer or on the

enforceability of the Class B Notes or the ability of the Issuer to perform its

obligations under this Agreement and the other Related Documents to which it is

a party.  One hundred percent of the

beneficial ownership of the Issuer is owned by Willis Lease Finance Corporation

(“WLFC”).  The Issuer has no

subsidiaries other than WLFC Funding (Ireland) Limited;




 




(ii)           The Issuer has the power, authority

and legal right to execute, deliver and perform its obligations under this

Agreement and the other Related Documents to which it is a party (collectively,

the “Issuer Documents”); the execution, delivery, and performance of the Issuer

Documents by the Issuer have been duly authorized by the Issuer by all

necessary action, the Issuer Documents, other than the Class B Notes and the

Class A Note, have been duly executed and delivered by the Issuer, and each of

the Class B Notes and the Class A Note, when issued in accordance with the

terms hereof and of the Indenture and the Supplement, will have been duly

executed and delivered;




 




(iii)          Each of the Issuer Documents (other

than the Class B Notes), assuming due authorization, execution and delivery by

the other parties thereto, constitutes, and each of the Class B Notes and the

Class A Note, when issued and authenticated in accordance with the terms of the

Indenture, will constitute, a legal, valid and binding obligation of the

Issuer, enforceable against the Issuer in accordance with its terms, except

that such enforcement may be limited by (A) bankruptcy, insolvency,

reorganization, moratorium or other similar laws (whether statutory, regulatory

or decisional) now or hereafter in effect relating to creditors’ rights

generally and (B) general principles of equity (regardless of whether such

enforceability is considered in a proceeding in equity or at law);




 




(iv)          The consummation of the transactions

contemplated by the Issuer Documents and the fulfillment of the terms therein

will not conflict with or result in any breach of any of the terms and

provisions of or constitute (with or without notice, lapse of time or both) a

default under the certificate of formation or limited liability company

agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust,

commitment letter or funding arrangement with any lending institution or

investment bank or other instrument to which the Issuer is a party or by which

it is bound, or result in the creation or imposition of any lien, claim or

encumbrance upon any of its properties pursuant to the terms of such indenture,

agreement, mortgage, deed of trust, commitment letter or funding arrangement

with any lending institution or investment bank or other such instrument, other

than as created pursuant to the Indenture and the Supplement, or violate any

law or, any order, rule or regulation applicable to the Issuer of any court or

of any federal or state regulatory body, administrative agency or other

governmental instrumentality having jurisdiction over the Issuer or any of its

properties and there are no legal or governmental proceedings pending or, to

the best knowledge of the Issuer, threatened or contemplated that would result

in a material modification or revocation thereof;




 




12





























 




(v)           There are no litigation, proceedings

or investigations to which the Issuer, or any Affiliate of the Issuer, is a

party pending, or, to the knowledge of Issuer, threatened, before any court,

regulatory body, administrative agency or other tribunal or governmental

instrumentality (A) asserting the invalidity of the Class B Notes or and the

Class A Note or the other Issuer Documents, (B) seeking to prevent the issuance

of the Class B Notes or the consummation of any of the transactions

contemplated by the other Issuer Documents, or (C) seeking any determination or

ruling that would materially and adversely affect the performance by the Issuer

of its obligations under, or the validity or enforceability of; the Class B

Notes or and the Class A Note or the other Issuer Documents;




 




(vi)          All approvals, authorizations,

consents, orders or other actions of any person, corporation or other

organization, or of any court, governmental agency or body or official,

required in connection with the execution and delivery of the Issuer Documents

by the Issuer and with the valid and proper authorization, issuance and sale of

the Class B Notes and the Class A Note pursuant to this Agreement, have been or

will be taken or obtained on or prior to the Effective Date;




 




(vii)         No written materials delivered to the

Class B Note Purchaser by or on behalf of the Issuer in connection with the

sale of the Class B Notes contain any untrue statement of a material fact or

omit a material fact necessary to make the statements contained therein or

herein not misleading.  There is no fact

peculiar to the Issuer or any Affiliate of the Issuer or, to the knowledge of

the Issuer, any Lease Agreement, Lessee or Engine which the Issuer has not

disclosed to the Purchasers’ Agent in writing which materially adversely

affects or, so far as the Issuer can now reasonably foresee, will materially

adversely affect the ability of the Issuer to perform the transactions

contemplated hereby and by the other Related Documents;




 




(viii)        The List of Engines to be created as of

the Closing Date and each supplement thereto will be available to the

Purchasers’ Agent by the Issuer and will be complete as of the date thereof and

will include an accurate (in all material respects) description of the Engines;




 




(ix)           The representations and warranties

made by the Issuer in the Issuer Documents are true and correct in all material

respects and the Class B Note Purchaser shall be entitled to rely on such

representations and warranties;




 




(x)            Any taxes, fees and other

governmental charges payable by the Issuer in connection with the execution and

delivery of the Issuer Documents, the pledge of the Collateral to the Indenture

Trustee, and the execution, delivery and sale of the Class B Notes and the

Class A Note, have been paid;




 




(xi)           To the extent the Exchange Act may be

deemed to apply to the Class B Notes and the Class A Note and the Loans, none

of the transactions contemplated in the Issuer Documents (including, without

limitation thereof; the use of the proceeds from the sale of the Class B Notes)

will violate or result in a violation of Section 7 of the Exchange Act, or any

regulations issued pursuant thereto;




 




13





























 




(xii)          Concurrently with the execution and

delivery of this Agreement, the Issuer is executing no other note purchase

agreement with respect to the Class B Notes;




 




(xiii)         The Issuer is not an “investment

company” within the meaning of the Investment Company Act of 1940, as amended;




 




(xiv)        For so long as the Series 2002-1 Class A

and Class B Notes are the only Notes outstanding under the Indenture, each of

the Indenture and the Supplement need not be qualified as an “indenture”

pursuant to the terms of the Trust Indenture Act of 1939, as amended;




 




(xv)         The Issuer has not taken and will not

take, directly or indirectly, any action, prohibited by Rules 101 and 102 under

Regulation M of the Securities and Exchange Commission in connection with the

offering of the Class B Notes and the Class A Note;




 




(xvi)        To the extent that the Securities Act

may be deemed to apply to the Class B Notes and the Class A Note and the Loans,

neither the Issuer nor any affiliate (as defined in Rule 501(b) of Regulation D

under the Securities Act (“Regulation D”)) of the Issuer has directly, or

through any agent, including, without limitation, the Purchasers’ Agent, (i)

sold, offered for sale, solicited offers to buy or otherwise negotiated in

respect of; any security (as defined in the Securities Act) which is or will be

integrated with the sale of the Class B Notes and the Class A Note in a manner

that would render the issuance and sale of the Class B Notes or the Class A

Note a violation of the Securities Act or require the registration of the Class

B Notes or the Class A Note under the Securities Act or (ii) engaged in any

form of general solicitation or general advertising (within the meaning of

Regulation D) in connection with the offering of the Class B Notes and the

Class A Note;




 




(xvii)       To the extent that the Securities Act may

be deemed to apply to the Class B Notes and the Class A Note and the Loans, it

is not necessary in connection with the offer, sale and delivery of the Class B

Notes in the manner contemplated by this Agreement or the Class A Note in the

manner contemplated by the Class A Note Purchase Agreement to register the

Class B Notes or the Class A Note under the Securities Act assuming that the

Class B Note Purchaser is an “accredited investor” as defined in Regulation D

under the Securities Act;




 




(xviii)      No event has occurred and is continuing

that constitutes, or with the passage of time or the giving of notice or both

would constitute, an Early Amortization Event under, and as defined in, the

Indenture.  The Issuer is not in

violation of any agreement, charter instrument, bylaw or other instrument to

which they are a party or by which they are or may be bound;




 




(xix)         The aggregate amount of Scheduled

Payments payable by the Lessees under the Lease Agreements during each

Collection Period is sufficient to pay the monthly Servicing Fee, and the

principal and interest on the Class B Notes and the Class A Note, as such

payments become due and payable, in accordance with the Indenture;




 




14





























 




(xx)          The Issuer agrees that it will not

directly or indirectly, sell or offer to sell the Class B Notes or the Class A

Note or similar security in a manner that would render the issuance and sale of

the Class B Notes or the Class A Note pursuant to this Agreement a violation of

Section 5 of the Securities Act.




 




SECTION 4.02.  Representations

and Warranties and Agreements of WLFC. 

WLFC hereby represents (as of the Effective Date and

as of each date on which a Loan is made by a Class B Noteholder pursuant to the

Indenture Supplement, unless otherwise indicated) and warrants to, and agrees

with, the Class B Note Purchasers that:




 




(i)            The representations and warranties

made by WLFC in this Class B Note Purchase Agreement, the Class A Note Purchase

Agreement, the Guaranty, the Contribution and Sale Agreement, the Servicing

Agreement and any other Related Document to which it is a party (collectively,

the “WLFC Documents”) are true and correct in all material respects and the

Class B Note Purchaser shall be entitled to rely on such representations and

warranties;




 




(ii)           No written materials delivered to the

Class B Note Purchasers by or on behalf of WLFC in connection with the sale of

the Class B Notes or the Class A Note contain any untrue statement of a

material fact or omit a material fact necessary to make the statements

contained therein or herein not misleading. 

There is no fact peculiar to WLFC or any Affiliate of WLFC or, to the

knowledge of WLFC, any Lease Agreement, Lessee or Engine which WLFC had not

disclosed to the Purchasers’ Agent in writing which materially affects

adversely or, so far as WLFC can now reasonably foresee, will materially affect

adversely the ability of WLFC to perform the transactions contemplated hereby

and by the Base Indenture, the Indenture Supplement, the Servicing Agreement,

the Class B Notes and the Class A Note;




 




(iii)          Any taxes, fees and other governmental

charges payable by WLFC on or prior to the Effective Date in connection with

the execution and delivery of the WLFC Documents, have been, or will be, paid

on or prior to the Effective Date;




 




(iv)          To the extent that the Exchange Act

may be deemed to apply to the Class B Notes and the Class A Note and the Loans,

none of the transactions contemplated herein or in the Class A Note Purchase

Agreement (including, without limitation thereof; the use of the proceeds from

the sale of the Class B Notes and the Class A Note) will violate or result in a

violation of Section 7 of the Exchange Act or any regulations issued pursuant

thereto including, without limitation, Regulations T, U and X of the Federal

Reserve Board, 12 C.F.R., Chapter II. 

WLFC will not use any distribution from the Issuer of proceeds received

by the Issuer from the sale of the Class B Notes and the Class A Note to purchase

or carry, directly or indirectly, margin stock;




 




(v)           No event has occurred and is

continuing that constitutes, or with the passage of time or the giving of

notice or both would constitute a Servicer Event of Default or an Early

Amortization Event under, and as defined in, the Servicing Agreement or the

Indenture, respectively.  WLFC is not in

violation in any material 




 




15





























 




respect of any term of any agreement, charter

instrument, bylaw or other instrument to which it is a party or by which it is

or may be bound;




 




(vi)          The aggregate amount of Scheduled

Payments payable by the Lessees under the Lease Agreements during each

Collection Period is sufficient to cover the monthly Servicing Fee, and pay the

principal and interest on the Class B Notes and the Class A Note, as such

payments become due and payable, in accordance with the Indenture; and




 




(vii)         To the extent that the Securities Act

may be deemed to apply to the Class B Notes and the Class A Note and the Loans,

neither WLFC nor any affiliate (as defined in Rule 501(b) of Regulation D) of

WLFC has directly, or through any agent, including, without limitation, the

Purchasers’ Agent, (i) sold, offered for sale, solicited offers to buy or

otherwise negotiated in respect of; any security (as defined in the Securities

Act) which is or will be integrated with the sale of the Class B Notes and the

Class A Note in a manner that would render the issuance and sale of the Class B

Notes or the Class A Note a violation of the Securities Act or require the

registration of the Class B Notes or the Class A Note under the Securities Act

or (ii) engaged in any form of general solicitation or general advertising

(within the meaning of Regulation D) in connection with the offering of the

Class B Notes and the Class A Note.  It

is not necessary in connection with the offer, sale and delivery of the Class B

Notes and the Class A Note to register the Class B Notes or the Class A Note

under the Securities Act.




 




ARTICLE V


REPRESENTATIONS

AND WARRANTIES OF THE PURCHASER




 




Each of the Class B Note Purchasers hereby

makes the following representations and warranties as to itself to the Issuer

as of the Closing Date:




 




SECTION 5.01.  Organization.

 Such Class B Note Purchaser has been duly

organized and is validly existing and in good standing as a corporation under

the laws of its jurisdiction of incorporation, with power and authority to own

its properties and to transact the business in which it is now engaged, and

such Class B Note Purchaser is duly qualified to do business and is in good

standing in each State of the United States where the nature of its business

requires it to be so qualified.




 




SECTION 5.02.  Authority, etc.  Such Class B Note Purchaser has all

requisite power and authority to enter into and perform its obligations under

this Class B Note Purchase Agreement and to  consummate the

transactions contemplated hereby.  The

execution and delivery by such Class B Note Purchaser of this Class B Note

Purchase Agreement and the consummation by such Class B Note Purchaser of the

transactions contemplated hereby have been duly and validly authorized by all

necessary corporate action on the part of such Class B Note Purchaser.  This Class B Note Purchase Agreement has

been duly and validly executed and delivered by such Class B Note Purchaser and

constitutes a legal, valid and binding obligation of such Class B Note

Purchaser, enforceable against such Class B Note Purchaser in accordance with

its terms, subject as to enforcement to bankruptcy, reorganization, insolvency,

moratorium and other similar laws of general applicability relating to or

affecting creditors’ rights and to 




 




16





























 




general

principles of equity.  Neither the

execution and delivery by such Class B Note Purchaser of this Class B Note

Purchase Agreement nor the consummation by such Class B Note Purchaser of any

of the transactions contemplated hereby, nor the fulfillment by such Class B

Note Purchaser of the terms hereof, will conflict with, or violate, result in a

breach of or constitute a default under (i) any term or provision of the

Articles of Incorporation or By–laws of such Class B Note Purchaser or

any Governmental Rule applicable to such Class B Note Purchaser or (ii) any

term

or provision of any indenture or other agreement or

instrument, to which such Class B Note Purchaser is a party or by which such

Class B Note Purchaser or any portion of its properties are bound.  No Governmental Action which has not been

obtained is required by or with respect to such Class B Note Purchaser in

connection with the execution and delivery of this Class B Note Purchase

Agreement by such Class B Note Purchaser or the consummation by such Class B

Note Purchaser of the transactions contemplated hereby or thereby.




 




SECTION 5.03.  Securities Act.




 




(a)           The Class B Notes purchased by the

Class B Note Purchasers pursuant to this Class B Note Purchase Agreement will

be acquired for investment only and not with a view to any public distribution

thereof, and each Class B Note Purchaser (as to itself) will not offer to sell

or otherwise dispose of its Class B Notes (or any interest therein) in

violation of any of the registration requirements of the Securities Act or any

applicable state or other securities laws. 

The Class B Note Purchasers acknowledges that it has no right to require

the Issuer to register the Class B Notes under the Securities Act or any other

securities law.  Each of the Class B

Note Purchasers agrees that the Class B Notes may not be reoffered, resold,

pledged or otherwise transferred except in compliance with the Securities Act

and to a person that such Class B Note Purchaser reasonably believes is a

Qualified Institutional Buyer within the meaning of  Rule 144A (a “QIB”) purchasing for its own account or a QIB

purchasing for the account of a QIB, and whom the holder has informed, in each

case, that the reoffer, resale or pledge or other transfer is being made in

reliance on Rule 144A under the Securities Act.  Neither the Class B Note Purchasers nor any of their Affiliates

nor any persons acting on their behalf have engaged or will engage in any

general solicitation or general advertising with respect to the Class B Notes.




 




(b)           Each

of the Class B Note Purchasers (as to itself) is aware of the following:  (i) there are significant restrictions on

and conditions to the transferability of the Class B Notes (and the Class B

Notes will bear legends referring to such restrictions) and there is no market

for the Class B Notes and no market is expected to develop for the Class B

Notes, and accordingly, it may not be possible for a Class B Note Purchaser to

liquidate such Class B Note Purchaser’s investment in the Class B Notes; (ii)

no governmental agency has made any findings as to the fairness of the terms of

this Agreement or the terms and conditions of the Class B Notes; (iii) there

are numerous risks and uncertainties involved in such Class B Note Purchaser’s

acquisition of the Class B Notes and such Class B Note Purchaser has been

advised of and understands such risks and uncertainties; and (iv) any

projections or predictions that may have been made available to such Class B

Note Purchaser are based on estimates, assumptions, and forecasts which may

prove to be incorrect; and no assurance is given that actual results will

correspond with the results contemplated by the various projections.




 




17





























 




(c)           Each

Class B Note Purchaser (as to itself) has knowledge and experience in financial

and business matters, is capable of evaluating the merits and risks of an

investment in the Class B Notes and has carefully considered the suitability of

an investment in such Notes and has determined that the Class B Notes are a

suitable investment.  Such Class B Note

Purchaser has received and carefully read the Transaction Documents and such

Class B Note Purchaser confirms that all documents, records and books

pertaining to the Class B Notes, the Issuer and its assets and the other

parties to the Transaction Documents which are relevant to such Class B Note

Purchaser’s investment decision have been made available to such Class B Note

Purchaser.  Such Class B Note Purchaser

is capable of bearing the risks and burdens of its investment in the Class B

Notes and is aware that an early redemption of the Class B Notes may occur and

that no premium will be paid upon any early redemption.




 




SECTION 5.04.  Investment Company Act.




 




(a)           Neither of the Class B Note Purchasers

(as to itself) nor the Purchasers’ Agent is required to register as an

“investment company” nor is either of the Class B Note Purchasers or the

Purchasers’ Agent controlled by an “investment company” within the meaning of

the Investment Company Act.




 




(b)           The

Class B Note Purchasers and the Purchasers’ Agent acknowledge that the Issuer

has not registered as an investment company under the Investment Company

Act.  In connection with the exclusion

of the Issuer from classification as an investment company under the Investment

Company Act, each Class B Note Purchaser represents as to itself that it

constitutes no more than seven “beneficial owners” of the Class B Notes for

purposes of Section 3(c)(1) of the Investment Company Act.  Such Class B Note Purchaser further

represents that:  (i) it is investing no

more than 40% of its assets in the Class B Notes; (ii) it was not formed for

the purpose of investing in the Class B Notes; (iii) (a) the shareholders,

partners or other holders of equity or beneficial interests in such Class B

Note Purchaser are not able to decide individually whether to acquire the Class

B Notes or to determine the extent of such acquisition and (b) it is not a

defined contribution or similar benefit plan that allows participants to

determine whether or how much will be invested in investments on their behalf; (iv) it is

acquiring the Class B Notes in a principal amount of not less than the minimum

denominations set forth in the Indenture; and (v) it is acquiring the Class B

Notes for investment and not for sale in connection with any distribution

thereof.  Such Class B Note Purchaser

further understands and agrees that it will not permitted to

transfer any or all of the Class B Notes or any interest

therein unless the Issuer has consented

to such transfer and the transferee has delivered to the Issuer and the Indenture Trustee

an investment letter making representations and warranties substantially the

same as the foregoing representations and warranties in

this Section 5.04(b).  The Issuer will

not consent to any proposed

transfer which, after giving effect to such proposed transfer, would result in

the Issuer’s outstanding securities being owned by more than 100 beneficial

owners for purposes of Section 3(c)(1) of the Investment Company Act; and,

except as provided in Section 5.05 of this Agreement, it will not hold the

Class B Notes for the benefit of any person or account and it will be the sole

beneficial owner of the Class B Notes for all purposes and it will not sell

participation interests therein or enter into any arrangement pursuant to which

any other person or account shall be entitled to a beneficial interest in the

Class B Notes.




 




18





























 




ARTICLE VI


COVENANTS OF THE ISSUER




 




SECTION 6.01.  [Reserved].




 




SECTION 6.02.  Information from the Issuer.  So long as the Class B Note Purchasers

shall own the Class B Notes, the Issuer will furnish to the Class B Note

Purchasers and the Purchasers’ Agent:




 




(a)           a copy of each certificate, report,

statement, notice or other communication (other than investment instructions)

furnished by or on behalf of the Issuer to the Indenture Trustee under the

Indenture concurrently therewith, and promptly after receipt thereof, a copy of

each notice, demand or other communication received by or on behalf of the Issuer

under the Indenture;




 




(b)           such other information, documents,

records or reports respecting the Collateral or the Issuer, as either Class B

Note Purchaser or Purchasers’ Agent may from time to time reasonably request

without unreasonable expense to the Issuer;




 




(c)           such publicly available information,

documents, records or reports respecting the Issuer or the condition or

operations, financial or otherwise of the Issuer as either Class B Note

Purchaser or Purchasers’ Agent may from time to time reasonably request;




 




(d)           as soon as possible and in any event

within five Business Days after the occurrence thereof, notice of

(i) the occurrence of any Event of Default, (ii) the occurrence of

any Early Amortization Event, (iii) any fact, condition or event which,

with the giving of notice or the passage of time or both, would become an Event

of Default, (iv) any fact, condition or event which, with the giving of

notice or the passage of time or both, would become an Early Amortization

Event, (v) the failure of the Issuer to observe any of its material

undertakings under the Deal Documents or (vi) any change in the status or

condition of the Issuer or the Servicer that would reasonably be expected to

adversely affect the Issuer’s or the Servicer’s ability to perform its

obligations under the Deal Documents; and




 




(e)           on or before April 30 of each year,

beginning April 30, 2003, the report required to be delivered by the Servicer

pursuant to Section 5.10 of the Servicing Agreement.




 




SECTION 6.03.  Access to Information.  So long as the

Class B Note Purchaser shall own any Notes, the Issuer will, at any time and

from time to time during regular business hours, on reasonable notice to the

Issuer, permit the Class B Note Purchaser or the Purchasers’ Agent, or its

agents or representatives to:




 




(a)           examine all books, records and documents

(including computer tapes and disks) in the possession or under the control of

the Issuer relating to the Collateral, and




 




(b)           visit the offices and property of the

Issuer for the purpose of examining the materials described in clause (a)

above.




 




Except as provided in Section 10.05 hereof, any information

obtained by either Class B Note Purchaser or the Purchasers’ Agent pursuant to

this Section 6.03 shall be held in confidence by 




 




19





























 




the Class B Note Purchasers or Purchasers’ Agent unless such

information (i) has become available to the public, (ii) is required or

requested by any Governmental Authority or in any court proceeding, or (iii) is

required by any Governmental Rule to be disclosed or otherwise made available

and, in the case of (ii) and (iii) such disclosure shall be only to the extent

required.




 




SECTION 6.04.  Security Interests; Further Assurances. 

The Issuer will take all action necessary to maintain the Indenture

Trustee’s first priority perfected security interest in the Collateral.




 




SECTION 6.05.  Covenants. 

The Issuer will duly observe and perform each of its covenants set forth

in the Indenture.




 




SECTION 6.06.  Securities Act.  The

Issuer agrees not to sell, offer for sale or solicit offers to buy or otherwise

negotiate in respect of any security (as defined in the Securities Act) that

would be integrated with the sale of the Class B Notes and the Class A Note in

a manner that would require the registration under the Securities Act of the

sale to the Class B Note Purchasers and the Class A Note Purchaser of the Class

B Notes and the Class A Note, respectively.




 




ARTICLE VII


MUTUAL

COVENANTS AND AGREEMENTS




 




SECTION 7.01.  Legal Conditions to Closing. 

The Class B Note Purchasers, the Purchasers’ Agent, the Issuer, and the

Servicer will take all reasonable actions necessary to comply promptly with all

legal requirements which may be imposed on any of them with respect to the

Closing (including satisfaction of the conditions contained in this Class B

Note Purchase Agreement), and will promptly cooperate with and furnish

information to one another in connection with any such legal requirements.  The Class B Note Purchasers, the Purchasers’

Agent, the Issuer, and the Servicer will take all reasonable action necessary

to obtain (and will cooperate with one another in obtaining) any consent,

authorization, permit, license, franchise, order or approval of, or any

exemption by, any Governmental Authority or any other Person, required to be

obtained or made by it in connection with any of the transactions contemplated

by this Class B Note Purchase Agreement.




 




SECTION 7.02.  Expenses and Fees.  Subject to Section

10.10, except as otherwise expressly provided herein, all costs and expenses

incurred in connection with the  entering into

this Class B Note Purchase Agreement and the transactions contemplated hereby

shall  be paid by the Issuer.




 




SECTION 7.03.  Mutual Obligations.  On and after the

date of this Class B Note Purchase Agreement, the Class B Note Purchasers, the

Purchasers’ Agent, the Issuer and the Servicer will do, execute and perform all

such other acts, deeds and documents as the other party may from time to time

reasonably require in order to carry out the intent of this Class B Note

Purchase Agreement.




 




20





























 




ARTICLE VIII


INDEMNIFICATION




 




SECTION 8.01.  Indemnification by the Issuer. 

The Issuer agrees to indemnify and hold harmless the Class B Note

Purchasers and the Purchasers’ Agent, and any other Owners and any of their

respective officers, directors, employees, agents, representatives, assignees

and Affiliates (each an “Indemnified Party”) against any and all losses,

claims, damages, liabilities or expenses (including legal and accounting fees)

(collectively, “Losses”), as incurred (payable promptly upon written request),

for or on account of or arising from or in connection with any breach of any

representation, warranty or covenant of the Issuer in this Class B Note

Purchase Agreement or in any certificate or other written material delivered

pursuant hereto; provided, however, that the Issuer shall not be so required to

indemnify any such Person or otherwise be liable to any such Person hereunder

for any Losses arising from such Person’s negligence, willful misconduct or bad

faith. Notwithstanding the foregoing, the Issuer shall not be liable for any

settlement of any proceeding effected without its written consent




 




SECTION 8.02.  Procedure. 

In order for any Indemnified Party to be entitled to any indemnification

provided for under this Class B Note Purchase Agreement in respect of, arising

out of, or involving a claim made by any Person against the Indemnified Party

(a “Third Party Claim”), such Indemnified Party must notify the Issuer in

writing of the Third Party Claim within five Business Days of receipt of a

summons, complaint or other notice of the commencement of litigation and within

ten Business Days after receipt by such  Indemnified

Party of any other written notice of the Third Party

Claim.  Thereafter, the Indemnified

Party shall deliver to the Issuer, within a reasonable time after the

Indemnified Party’s receipt thereof, copies of all notices and documents

(including court papers) received by the Indemnified Party relating to the

Third Party Claim.




 




SECTION 8.03.  Defense of Claims.  If a Third Party

Claim is made against an Indemnified Party, (a) the Issuer will be entitled to

participate in the defense thereof and, (b) if it so chooses, to assume

the defense thereof with counsel selected by the Issuer, provided that in

connection with such assumption (i) such counsel is not reasonably objected to

by the Indemnified Party and (ii) the Issuer first admits in writing its

liability to indemnify the Indemnified Party with respect to all elements of

such claim in full.  Should the Issuer

so elect to assume the defense of a Third Party Claim, none of the Issuer will

be liable to the Indemnified Party for any legal expenses subsequently incurred

by the Indemnified Party in connection with the defense thereof.  If the Issuer elects to assume the defense

of a Third Party Claim, the Indemnified Party will (i) cooperate in  all reasonable

respects with the Issuer in connection with such defense and (ii) not admit any

liability with respect to, or settle, compromise or discharge, such Third Party

Claim without the Issuer’s prior written consent.  If the Issuer shall assume the defense of any Third Party Claim,

the Indemnified Party shall be entitled to participate in (but not control)

such defense with its own counsel at its own expense.  If the Issuer does not assume the defense of any such Third Party

Claim, the Indemnified Party may defend the same in such manner as it may deem

appropriate, including settling such claim or litigation after giving notice to

the Issuer of such terms and, the Issuer will promptly reimburse the

Indemnified Party upon written request.




 




21





























 




ARTICLE IX


THE PURCHASERS’ AGENT




 




SECTION 9.01.  Authorization and Action. 

Each Owner hereby accepts the appointment of Barclays Bank PLC, as

Purchasers’ Agent hereunder, and authorizes the Purchasers’ Agent to take such

action as agent on its behalf and to exercise such powers as are delegated to

the Purchasers’ Agent by the terms hereof, together with such powers as are

reasonably incidental thereto.  The

Purchasers’ Agent reserves the right, in its sole discretion, to take any

actions, exercise any rights or remedies under this Class B Note Purchase

Agreement and any related agreements and documents.  Except for actions which the Purchasers’ Agent is expressly

required to take pursuant to this Class B Note Purchase Agreement, the

Purchasers’ Agent shall not be required to take any action which exposes the

Purchasers’ Agent to personal liability or which is contrary to applicable law

unless the Purchasers’ Agent shall receive further assurances to its

satisfaction from the Owners of the indemnification obligations under Section

9.04 hereof against any and all liability and expense which may be incurred in

taking or continuing to take such action. 

The Purchasers’ Agent agrees to give to each Owner prompt notice of each

notice and determination given to it by the Issuer, the Servicer and the

Indenture Trustee, pursuant to the terms of this Class B Note Purchase

Agreement or the Indenture.  Subject to

Section 9.06 hereof, the appointment and authority of the Purchasers’ Agent

hereunder shall terminate upon the payment to (a) each  Sheffield Owner

of all amounts owing to such Owner hereunder and (b) the Purchasers’ Agent of

all amounts due hereunder.




 




SECTION 9.02.  Purchasers’ Agent’s Reliance, Etc. 

Neither the Purchasers’ Agent nor any of its directors, officers, agents

or employees shall be liable for any action taken or omitted to be taken by it

or them as Purchasers’ Agent under or in connection with this Class B Note

Purchase Agreement or any related agreement or document, except for its or

their own gross negligence or willful misconduct.  Without limiting the foregoing, the Purchasers’ Agent:  (i) may consult with legal counsel,

independent public accountants and other experts selected by it and shall not

be liable for any action taken or omitted to be taken in good faith by it in

accordance with the advice of such counsel, accountants or experts; (ii) makes

no warranty or representation to any Owner and shall not be responsible to any

Owner for any statements, warranties or representations made by the Issuer, the

Servicer or the Indenture Trustee in connection with this Class B Note Purchase

Agreement; (iii) shall not have any duty to ascertain or to inquire as to the

performance or observance of any of the terms, covenants or conditions of this

Class B Note Purchase Agreement on the part of the Issuer, the Servicer or the  Indenture

Trustee or to inspect the property (including the books and records) of the

Issuer, the Servicer or the Indenture Trustee; (iv) shall not be responsible to

any Owner for the due execution, legality, validity, enforceability,

genuineness, sufficiency or value of this Class B Note Purchase Agreement or

any other instrument or document furnished pursuant hereto; and (v) shall incur

no liability under or in respect of this Class B Note Purchase Agreement by

acting upon any notice (including notice by telephone), consent, certificate or

other instrument or writing (which may be by telex) believed by it in good

faith to be genuine and signed or sent by the proper party or parties.




 




SECTION 9.03.  Purchasers’ Agent and Affiliate.  Barclays Bank PLC

and its Affiliates may generally engage in any kind of business with the Issuer

or the Servicer, any of their respective Affiliates and any Person who may do

business with or own securities of the 




 




22





























 




Issuer or the

Servicer or any of its Affiliates, all as if Barclays Bank PLC were not the

Purchasers’ Agent and without any duty to account therefor to the Owners.




 




SECTION 9.04.  Indemnification.  Each Owner severally

agrees to indemnify the Purchasers’ Agent (to the extent not reimbursed by the

Issuer or the Servicer), from and against any and all liabilities, obligations,

losses, damages, penalties, actions, judgments, suits, costs, or reasonable

out-of-pocket expenses or disbursements of any kind or nature whatsoever which

may be imposed on, incurred by, or asserted against the Purchasers’ Agent in

any way relating to or arising out of this Class B Note Purchase Agreement or

any action taken or omitted by the Purchasers’ Agent under this Class B Note

Purchase Agreement; provided, that (i) an Owner shall not be liable for any

portion of such liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements resulting or arising from

the Purchasers’ Agent’s gross negligence or willful misconduct and (ii) an

Owner shall not be liable for any amount in respect of any compromise or

settlement or any of the foregoing unless such compromise or settlement is

approved by the Class B Note Purchasers. 

Without limitation of the generality of the foregoing, each Owner agrees

to reimburse the Purchasers’ Agent, promptly upon demand, for any reasonable  out-of-pocket

expenses (including reasonable counsel fees) incurred by the Purchasers’ Agent

in connection with the administration, modification, amendment or enforcement

(whether through negotiations, legal proceedings or otherwise) of, or legal

advice in respect of rights or responsibilities under, this Class B Note

Purchase Agreement; provided, that no Owner shall be responsible for the costs

and expenses of the Purchasers’ Agent in defending itself against any

claim alleging the gross negligence or willful

misconduct of the Purchasers’ Agent to the extent such gross negligence or willful

misconduct is determined by a court of competent jurisdiction in a final and

non-appealable decision.




 




SECTION 9.05.  Purchase Decision.  Each Owner

acknowledges that it has, independently and without reliance upon the

Purchasers’ Agent, any other Owner or any of their respective Affiliates, and

based on such documents and information as it has deemed appropriate, made its

own evaluation and decision to enter into this Class B Note Purchase Agreement

and to purchase an interest in the Class B Notes.  Each Owner also acknowledges that it will, independently and

without reliance upon the Purchasers’ Agent, any other Owner or any of their

respective Affiliates, and based on such documents and information as it shall

deem appropriate at the time, continue to make its own decisions in taking or

not taking

action under this Class B Note Purchase Agreement or

any related agreement, instrument or other document.




 




SECTION 9.06.  Successor Purchasers’ Agent.  (a) The

Purchasers’ Agent may resign at any time by giving sixty days’ written notice

thereof to the Owners, the Issuer, the Servicer and the Indenture Trustee.  Upon any such resignation, a majority of the

Owners shall have the right to appoint a successor Purchasers’ Agent approved

by the Issuer (which approval will not be unreasonably withheld or

delayed).  If no successor Purchasers’

Agent shall have been so appointed by a majority of the Owners and shall have

accepted such appointment, within sixty days after the retiring Purchasers’

Agent’s giving of notice or resignation, then the retiring Purchasers’ Agent

may, on behalf of the Owners appoint a successor Purchasers’ Agent.  If such successor Purchasers’ Agent is not

an Affiliate of Barclays Bank PLC, such successor Purchasers’ Agent shall be

subject to the Issuer’s prior written consent. 

Upon the acceptance of any appointment as Purchasers’ Agent hereunder by

a successor Purchasers’ Agent, such successor Purchasers’ Agent shall thereupon

succeed to and become vested with all of the rights, 




 




23





























 




powers,

privileges and duties of the retiring Purchasers’ Agent, and the retiring

Purchasers’ Agent shall be discharged from its duties and obligations under

this Class B Note Purchase Agreement. 

After any retiring Purchasers’ Agent’s resignation or removal hereunder

as Purchasers’ Agent, the provisions of this Article IX shall inure to its

benefit as to any actions taken or omitted to be taken by it while it was an

Purchasers’ Agent under this Class B Note Purchase Agreement.




 




ARTICLE X


MISCELLANEOUS




 




SECTION

10.01.  Amendments.  No amendment or

waiver of any provision of this Class B Note Purchase Agreement shall in any

event be effective unless the same shall be in writing and signed by all of the

parties hereto, and then such amendment, waiver or consent shall be effective

only in the specific instance and for the specific purpose for which given.




 




SECTION

10.02.  Notices.  All notices and

other communications provided for hereunder shall, unless otherwise stated

herein, be in writing (including telecopies) or delivered by overnight courier

service, as to each party hereto, at its address set forth below or at such

other address as shall be designated by such party in a written notice to the

other parties hereto.  All such notices

and communications shall, when telecopied or sent by overnight delivery

service, be effective with respect to telecopy notices, when the sending

machine receives confirmation of the transmission, and with respect to

overnight delivery service when confirmed by signed receipt.




 




	

  If to the

  Class B Note Purchasers:


  
	

   


  
	

  Barclays

  Bank PLC


  
	

  222

  Broadway


  
	

  New York,

  New York 10038


  
	

  Attention:  Asset Securitization Group


  
	

  Telephone

  No.  (212) 412-3266


  
	

  Facsimile

  No. (212) 412-6846


  
	

   


  
	

  Fortis Bank

  (Nederland) N.V.


  
	

  Coolsingel

  93


  
	

  3012 AE

  Rotterdam


  
	

  Attention:  Maarten Schipper


  
	

  Telephone

  No. (31) 10 401 9522


  
	

  Facsimile

  No. (31) 10 401 6118


  





 




24





























 




	

   


  
	

  If to the

  Issuer:


  
	

   


  
	

  Willis

  Engine Funding LLC


  
	

  2320 Marinship

  Way


  
	

  Suite 300


  
	

  Sausalito,

  California 94965


  
	

  Telephone

  No.  (415) 331-5281


  
	

  Facsimile

  No.  (415) 331-5167


  
	

   


  
	

  If to

  Purchasers’ Agent:


  
	

   


  
	

  Barclays

  Bank PLC


  
	

  222

  Broadway


  
	

  New York,

  New York 10038


  
	

  Attention:  Asset Securitization Group


  
	

  Telephone

  No.  (212) 412-3266


  
	

  Facsimile

  No.  (212) 412-6846


  





 




SECTION

10.03.  No Waiver; Remedies.  No failure on the

part of any party hereto to exercise, and no delay in exercising, any right

hereunder shall operate as a waiver thereof; nor shall any single or partial

exercise of any right hereunder preclude any other or  further exercise

thereof or the exercise of any other right. 

The remedies herein provided are cumulative and not exclusive of any

remedies provided by law.




 




SECTION

10.04.  Binding Effect; Assignability.  This Class B Note Purchase Agreement shall be binding upon and

inure to the benefit of the Issuer, the Purchasers’ Agent and the Class B Note

Purchasers and their respective successors and assigns (including any subsequent

holders of the Class B Notes); provided, however, that the Issuer shall not

have the right to assign its rights hereunder

or any interest herein (by operation of law or

otherwise) without the prior written consent of the Class B Note

Purchasers.  The Issuer acknowledges

that the Class B Note Purchasers may at any time assign any and all of its

rights hereunder to the Owners.  This

Class B Note Purchase Agreement shall create and constitute the continuing

obligation of the parties hereto in accordance with its terms, and shall remain

in full force and effect until such time as all amounts payable with respect to

the Class B Notes shall have been paid in full.




 




SECTION 10.05. 

[Reserved].




 




SECTION

10.06.  GOVERNING LAW; JURISDICTION. 

THIS CLASS B NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED

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

CONFLICT OF LAW PROVISIONS.  EACH OF THE

PARTIES TO  THIS CLASS B NOTE PURCHASE AGREEMENT HEREBY

AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN

DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE

JUDGMENTS THEREOF.  EACH OF THE PARTIES

HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO 




 




25





























 




VENUE OF ANY

ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO

THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH

COURT.




 




SECTION 10.07. 

No Proceedings.  Each of the Class B Note Purchasers and the

Purchasers’ Agent agrees that so long as any of the Class B Notes shall be

outstanding or there shall not have elapsed one year plus one day since the

last day on which any of the Class B Notes shall have been outstanding, it

shall not file, or join in the filing of, a petition against the Issuer under

the Federal Bankruptcy Code, or join in the commencement of any bankruptcy,

reorganization, arrangement, insolvency, liquidation or other similar

proceeding against the Issuer.




 




SECTION 10.08.  Execution in Counterparts.  This Class B Note

Purchase Agreement may be executed in any number of counterparts and by

different parties hereto in separate counterparts, each of which when so

executed shall be deemed to be an original and all of which when taken together

shall constitute one and the same agreement.




 




SECTION

10.09.  No Recourse.  The obligations of

the Class B Note Purchasers under this Class B Note Purchase Agreement, or any

other agreement, instrument, document or certificate executed and delivered by

or issued by the Class B Note Purchasers or any officer thereof are solely the

corporate obligations of the Class B Note Purchasers.  No recourse shall be had for payment of any fee or other obligation

or claim arising out of or relating to this Class B Note Purchase Agreement or

any other agreement, instrument, document or certificate executed and delivered

or issued by a Class B Note Purchaser or any officer thereof in connection

therewith, against any stockholder, employee, officer, director or incorporator

of a Class B Note Purchaser.




 




SECTION

10.10.  Limited Recourse.  The obligations of

the Issuer under this Class B Note Purchase Agreement shall be payable only out

of the Collateral and the Class B Note Purchasers shall not look to any

property or assets of the Issuer, other than to the Collateral remaining after

all obligations of the Issuer under the Indenture are satisfied. To the extent

that the proceeds of the Collateral after application in accordance with the

provisions of the Indenture are insufficient to satisfy the obligations of the

Issuer under the Indenture and under this Agreement, the Issuer shall have no

further obligation in respect hereof and any remaining outstanding obligation

shall be extinguished.




 




SECTION

10.11.  Survival.  All

representations, warranties, guaranties and indemnifications (including the

payment obligations in Section 9.04 hereof) contained in this Class B Note

Purchase Agreement and in any document, certificate or statement delivered

pursuant hereto or in connection herewith shall survive the sale and transfer

of the Class B Notes.




 




SECTION 10.12.  Third-Party Beneficiaries.  The parties

hereto agree and acknowledge that the Owners are and shall be third-party

beneficiaries under this Class B Note Purchase Agreement.




 




26





























 




SECTION 10.13.  Appointment of Agent for Service of Process. 

The Issuer hereby appoints CT Corporation Systems having

an address at 1633 Broadway, New York, New York 10019 as its agent for service of process in the State of New

York.




 




27





























 




IN WITNESS WHEREOF, the parties have

caused this Class B Note Purchase Agreement to be executed by their respective

officers thereunto duly authorized, as of the date first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING LLC
 as Issuer,


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

   MONICA J. BURKE


  	

   


  
	

   


  	

   


  	

  Name:  Monica J. Burke


  
	

   


  	

   


  	

  Title:  Chief Financial Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WILLIS LEASE FINANCE CORPORATION,
 as Servicer,


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  DONALD A. NUNEMAKER


  	

   


  
	

   


  	

   


  	

  Name: Donald A.

  Nunemaker


  
	

   


  	

   


  	

  Title: Executive

  Vice President,


  Chief Operating Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  FORTIS BANK (NEDERLAND) N.V.,
 as a Class B Note Purchaser


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  M.H. SCHIPPER


  	

   


  
	

   


  	

   


  	

  Name:  M.

  H. Schipper


  
	

   


  	

   


  	

  Title:  Senior

  Manager


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  PRG Zaman


  	

   


  
	

   


  	

   


  	

  Name:  PRG Zaman


  
	

   


  	

   


  	

  Title:  Deputy Director


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BARCLAYS BANK PLC,
  as a Class B Note Purchaser and as
  Purchasers’ Agent


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  PIERRE DULEYRIE


  	

   


  
	

   


  	

   


  	

  Name:   Pierre

  Duleyrie


  
	

   


  	

   


  	

  Title:  Director


  





 




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SCHEDULE 1




 




Percentage

Interests in Class B Notes:




 




Barclays Bank PLC:  50%




Fortis Bank (Nederland) N.V.: 

50%




 




Account to which cash payments shall be made to Barclays Bank PLC:




 




	

  Barclays Bank PLC


  
	

  ABA #:  026-00-2574


  
	

  Account Number: 

  050-791-516


  
	

  Account Name:  Sheffield

  4(2) Funding Account


  
	

  Ref:  Willis Engine

  Finance


  
	

  Telephone:  (212)

  412-2932


  
	

  Fax:  (212) 412-6846


  
	

  e-mail: 

  pierre.duleyrie@barcap.com


  





 




Account to which cash payments shall be made to Fortis Bank

(Nederland) N.V.:




 




	

  ABN AMRO

  Bank N.V., New York


  
	

  Swift address:


  	

   


  	

  ABNAUS33


  
	

  ABA Number:


  	

   


  	

  026009580


  
	

  Account

  Number:


  	

   


  	

  63 70 70 34

  27 41


  
	

  Account

  Name:


  	

   


  	

  Fortis Bank

  (Nederland) N.V.


  
	

  Swift

  Address:


  	

   


  	

  MeesNL2A


  
	

  Reference


  	

   


  	

  For the further credit to Account Number

  25.66.24.267 / ref.: Willis Engine Funding


  





 




	

  Fortis Bank

  (Nederland) N.V.


  
	

  Coolsingel

  93, 3012


  
	

  AE

  Rotterdam


  
	

  Attention:  Maarten Schipper


  
	

  Telephone:  (31) 10 401 9522


  
	

  Fax:  (31) 10 401 6118


  





 




 





























 




SCHEDULE 2




 




Conditions of the Class B

Note Purchasers’ Obligation.  The Class B Note Purchasers’ obligation to make

the initial Loan shall be subject to the accuracy in all material respects of

the representations and warranties of the Issuer and WLFC in each of the Series

2002-1 Transaction Documents, to the performance in all material respects by

WLFC and the Issuer of their respective obligations thereunder, to the

satisfaction of all of the conditions precedent set forth in Sections 5.1 and

5.2 of the Indenture Supplement and to the following additional conditions:




 




(a)           All

of the respective representations and warranties of the Issuer under the Issuer

Documents and of WLFC under the WLFC Documents shall be true and correct in all

material respects as of the date made, and no event shall have occurred which,

with notice or the passage of time, would constitute an Event of Default under

the Indenture or an Early Amortization Event under the Indenture and each of

such Issuer Documents and WLFC Documents shall have been duly authorized,

executed and delivered and shall be in full force and effect;




 




(b)           Cooley

Godward LLP shall have delivered to the Purchasers’ Agent its written opinion,

dated the Closing Date, which shall state that it may be relied upon by

subsequent Class B Noteholders, in form and substance satisfactory to the

Purchasers’ Agent and the Class B Note Purchasers, with respect to the Deal

Documents;




 




(c)           Ray

Quinney & Nebeker shall have delivered to the Purchasers’ Agent its written

opinion, dated the initial Transfer Date, which shall state that it may be

relied upon by subsequent Class B Noteholders, in form and substance

satisfactory to the Purchasers’ Agent and the Class B Note Purchasers, with

respect to the Owner Trust Documents related to each Contributed Engine

conveyed on the initial Transfer Date;




 




(d)           Gibson,

Dunn & Crutcher LLP, counsel to the Issuer, shall have furnished to the

Purchasers’ Agent its written opinions, dated the Closing Date, in form and

substance satisfactory to the Purchasers’ Agent and the Class B Note

Purchasers;




 




(e)           Gibson,

Dunn & Crutcher LLP, counsel for WLFC and the Issuer, shall have delivered

to the Purchasers’ Agent its written opinions, dated the Closing Date, in form

and substance satisfactory to the Purchasers’ Agent and the Class B Note

Purchasers;




 




(f)            Emmet,

Marvin & Martin, counsel to the Indenture Trustee, shall have furnished to

the Purchasers’ Agent and to the Issuer its written opinion, dated the Closing

Date, in form and substance satisfactory to the Purchasers’ Agent and the Class

B Note Purchasers;




 




(g)           The

Issuer shall have furnished to the Purchasers’ Agent on the Closing Date a

certificate, dated the Closing Date, signed by an authorized officer, to the

effect that:




 




(i)            The

representations and warranties made by the Issuer in the Issuer Documents are

true and correct in all material respects on the Closing Date;




 




 





























 




(ii)           The

Issuer has complied with all of the agreements and satisfied all the conditions

on its part to be performed or satisfied on or prior to the Closing Date

pursuant to the terms of the Issuer Documents; and




 




(iii)          The

written information supplied by the Issuer to the Class B Note Purchasers

(other than projections and other estimates) did not contain any untrue

statement of a material fact, and any estimates or projections so supplied to

the Class B Note Purchaser were based on assumptions which the Issuer believed

to be reasonable (except as otherwise disclosed therein).




 




(h)           WLFC

shall have furnished to the Purchasers’ Agent on the Closing Date a

certificate, dated the Closing Date, signed by an authorized officer, to the

effect that:




 




(i)            The

representations and warranties made by WLFC in the WLFC Documents are true and

correct in all material respects on the Closing Date;




 




(ii)           WLFC

has complied with all of the agreements and satisfied all the conditions on its

part to be performed or satisfied on or prior to the Closing Date pursuant to

the terms of the WLFC Documents; and




 




(iii)          The

written factual information supplied by WLFC to the Class B Note Purchasers

(other than projections and other estimates) did not contain any untrue statement

of a material fact in light of the circumstances under which they were made,

and any estimates or projections so supplied to the Class B Note Purchasers

were based on assumptions which WLFC believed to be reasonable (except as

otherwise disclosed therein);




 




(i)            Any

taxes, fees and other governmental charges which are due and payable prior to

the Effective Date and the Closing Date by WLFC or the Issuer in connection

with the execution, delivery and performance of the Issuer Documents and WLFC

Documents shall have been paid at or prior to the Effective Date or the Closing

Date, as the case may be;




 




(j)            As

of the related Transfer Date, the Issuer has good title to, and is the sole

owner of, the Collateral, free and clear from any Lien except for the rights of

the Lessees under the Lease Agreements and the Lien of the Indenture Trustee

and, if applicable, the Owner Trustee, and shall not have assigned to any

Person other than the Indenture Trustee or, if applicable, the Owner Trustee,

any of its right, title or interest in the Lease Agreements, the Engines or any

other Transferred Assets;




 




(k)           The

Indenture Trustee or its agent shall have received, to be held in trust

pursuant to the Indenture and the Indenture Supplement, the Transferred Assets

including the Lease Agreements and all documents, instruments and other assets

required by the Indenture and the Indenture Supplement to be delivered to the

Indenture Trustee with respect thereto as of the Closing Date and as of each

related Transfer Date, as applicable;




 




(l)            No

fact or condition shall exist under applicable law or applicable regulations

thereunder or interpretations thereof by any regulatory authority which in the

Class B Note Purchasers’ reasonable opinion would make it illegal for the

Issuer to issue and sell the 




 




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Class B Notes or for the

Issuer or any of the other parties thereto to perform their respective

obligations under any Related Document;




 




(m)          The

Asset Base as of the Closing Date shall be not less than the Outstanding

Obligation and the Subordinate Asset Base as of the Closing Date shall be not

less than the Outstanding Obligations in respect of the Class B Note;




 




(n)           The

Issuer, WLFC, the Class B Note Purchasers and the Indenture Trustee shall each

have received a fully executed counterpart original and any required conformed

copies of all Related Documents delivered at or prior to the Closing Date;




 




(o)           All

corporate, trust and other proceedings in connection with the sale of the Class

B Notes and the transactions contemplated hereby and all documents and

certificates incident thereto shall be satisfactory in form and substance to

the Class B Note Purchasers and its counsel, and the Class B Note Purchasers

shall have received such other documents and certificates incident to such

transaction as the Class B Note Purchasers or such counsel shall reasonably

request;




 




(p)           WLFC

shall have furnished to the Class B Note Purchasers or to the Purchasers’ Agent

(a) a consolidated statement of income of WLFC for the fiscal quarter ended

June 30, 2002 and a consolidated balance sheet of WLFC dated as of June 30,

2002, each of which shall be in form and substance satisfactory to the Class B

Note Purchasers and the Purchasers’ Agent, and (b) from the independent

accounting firm which regularly audits WLFC’s financial statements, a

consolidated statement of income of WLFC for the fiscal year ended December 31,

2001 and a consolidated balance sheet of WLFC dated as of December 31, 2001,

each of which shall be in form and substance satisfactory to the Class B Note

Purchasers and the Purchasers’ Agent and be certified by such accounting firm

to fairly present the financial condition of WLFC, to have been prepared in

accordance with Generally Accepted Accounting Principles applied on a basis

consistent with that of the preceding fiscal year and to have been based upon

an audit by such accounting firm made in accordance with generally accepted

auditing standards;




 




(q)           The

Class B Note Purchasers or the Purchasers’ Agent shall have received the

following, in each case in form and substance satisfactory to them and their

special counsel:




 




(i)            a

copy of resolutions of the Board of Directors of the Issuer, certified by the

Secretary or an Assistant Secretary of the Issuer as of the Effective Date,

duly authorizing the issuance, sale and delivery of the Class B Notes by the

Issuer and the execution, delivery and performance by the Issuer of the Issuer

Documents and any other Related Documents to which it is a party and any other

documents executed by or on behalf of the Issuer in connection with the

transactions contemplated hereby; and an incumbency certificate of the Issuer

as to the person or persons executing and delivering each such document;




 




(ii)           a

copy of resolutions of the Board of Directors of WLFC, certified by the

Secretary or an Assistant Secretary of WLFC as of the Effective Date, duly

authorizing the execution, delivery and performance by WLFC of the WLFC

Documents 




 




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and any other Related Documents to which it is a party

and any other documents executed by or on behalf of WLFC in connection with the

transactions contemplated hereby; and an incumbency certificate of WLFC as to

the person or persons executing and delivering each such document; and




 




(iii)          such

other documents and evidence with respect to WLFC, the Issuer and the Indenture

Trustee as the Class B Note Purchasers may reasonably request in order to

establish the corporate existence and good standing of each thereof; the proper

taking of all appropriate corporate proceedings in connection with the

transactions contemplated hereby and the compliance with the conditions set

forth herein; and




 




(r)            The

Class B Note Purchasers shall receive on or before the Closing Date and each

Transfer Date, as the case may be, evidence that UCC-1 financing statements and

FAA recordations set forth in Section 2.03 of the Contribution and Sale

Agreement have been filed in the appropriate filing offices, reflecting the interest

of the Issuer and the Indenture Trustee in the Collateral;




 




(s)           [Reserved];




 




(t)            No

action or proceeding shall have been instituted nor shall any governmental

action be threatened before any court or government agency nor shall any order,

judgment or decree have been issued or proposed to be issued by any court or

governmental agency to set aside, restrain, enjoin or prevent the performance

of the Contribution and Sale Agreement, the Indenture, the other Related

Documents or any of the other agreements or the transactions contemplated

hereby;




 




(u)           [Reserved];




 




(v)           All

actions, approvals, consents, waivers, exemptions, variances, franchises,

orders, permits, authorizations, rights and licenses required to be taken,

given or obtained by or from any Federal, state or other governmental authority

or agency, or by or from any trustee or holder of any indebtedness or

obligation of WLFC or the Issuer, or that are necessary or, in the opinion of

the Class B Note Purchaser’s special counsel, advisable in connection with the

transactions contemplated herein shall have been delivered to the Class B Note

Purchasers.




 




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