Exhibit
10.35


 


AMENDMENT NO.
1 TO

NOTE PURCHASE AGREEMENTS


 


THIS
AMENDMENT NO. 1, dated as of October 10, 2003 (this “Amendment”), is entered into among WILLIS LEASE FINANCE CORPORATION, a
Delaware corporation, as Servicer under the Note Purchase Agreements referred
to below (the “Servicer”), WILLIS ENGINE FUNDING LLC, a Delaware
limited liability company (the “Issuer”),
SHEFFIELD RECEIVABLES CORPORATION,
as Subclass A-1 Note Purchaser (the “Subclass
A-1 Note Purchaser”) and Subclass A-2 Note Purchaser (the “Subclass A-2 Note Purchaser”), FORTIS BANK (NEDERLAND) N.V., as a Subclass
B-1 Note Purchaser  (a “Subclass B-1 Note Purchaser”) and BARCLAYS BANK PLC, as a Subclass B-1 Note
Purchaser (a “Subclass B-1 Note Purchaser”),
Subclass B-2 Note Purchaser (the “Subclass
B-2 Note Purchaser”; the Subclass B-2 Note Purchaser, together
with the Subclass A-1 Note Purchaser, the Subclass A-2 Note Purchasers and the
Subclass B-1 Note Purchaser, are sometimes referred to herein as the “Note Purchasers”), and as Purchaser’s
Agent for the Note Purchasers (in such capacities, the “Purchaser’s Agent”), and amends:


 


(a)                                  the
Amended and Restated Subclass A-1 Note Purchase Agreement dated as of December
13, 2002 (as amended, restated, supplemented or otherwise modified from time to
time, the “Subclass A-1 Note Purchase
Agreement”) among the Issuer, the Servicer, the Subclass A-1
Note Purchaser and the Purchaser’s Agent;


 


(b)                                 the
Amended and Restated Subclass B-1 Note Purchase Agreement dated as of December
13, 2002 (as amended, restated, supplemented or otherwise modified from time to
time, the “Subclass B-1 Note Purchase
Agreement”) among the Issuer, the Servicer, the Subclass B-1
Note Purchasers and the Purchaser’s Agent;


 


(c)                                  the
Subclass A-2 Note Purchase Agreement dated as of December 13, 2002 (as amended,
restated, supplemented or otherwise modified from time to time, the “Subclass A-2 Note Purchase Agreement”)
among the Issuer, the Servicer, the Subclass A-2 Note Purchaser and the
Purchaser’s Agent; and


 


(d)                                 the
Subclass B-2 Note Purchase Agreement dated as of December 13, 2002 (as amended,
restated, supplemented or otherwise modified from time to time, the “Subclass B-2 Note Purchase Agreement”;
and, together with the Subclass A-1 Note Purchase Agreement, the Subclass B-1
Note Purchase Agreement and the Subclass A-2 Note Purchase Agreement, the “Note Purchase Agreements”) among the
Issuer, the Servicer, the Subclass B-2 Note Purchaser and the Purchaser’s
Agent.


 


In consideration of the mutual agreements herein contained and other
good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:


 

















 


Section
1.                                          Definitions.  Terms defined in the Note
Purchase Agreements (or the Indenture referred to therein) and not otherwise
defined herein are used herein as therein defined.


 


Section 2.                                          Amendment to
the Subclass A-1 Note Purchase Agreement. 
(a)  The definition of “Commitment
Termination Date” set forth in Section 1.01 of the Subclass A-1 Note
Purchase Agreement hereby is amended and restated in its entirety as follows:


 


“Commitment
Termination Date” means September 9, 2004.


 


(b)                                 The last sentence
of Section 2.03(b) of the Subclass A-1 Note Purchase Agreement hereby is
amended and restated in its entirety as follows:


 


“It
shall be a condition to the extension of the Commitment Termination Date that
the commitment under the Subclass B-1 Note Purchase Agreement be extended to
the same date.”


 


Section 3.                                          Amendment to
the Subclass B-1 Note Purchase Agreement. 
The definition of “Commitment Termination Date” set forth in
Section 1.01 of the Subclass B-1 Note Purchase Agreement hereby is amended and
restated in its entirety as follows:


 


“Commitment
Termination Date” means September 9, 2004.


 


Section 4.                                          Amendment to
the Subclass A-2 Note Purchase Agreement. 
The definition of “Commitment Termination Date” set forth in
Section 1.01 of the Subclass A-2 Note Purchase Agreement hereby is amended and
restated in its entirety as follows:


 


“Commitment
Termination Date” means September 9, 2004.


 


Section 5.                                          Amendment to
the Subclass B-2 Note Purchase Agreement. 
The definition of “Commitment Termination Date” set forth in
Section 1.01 of the Subclass B-2 Note Purchase Agreement hereby is amended and
restated in its entirety as follows:


 


“Commitment
Termination Date” means September 9, 2004.


 


Section
6.                                          Representations
and Warranties.  To
induce the Purchaser’s Agent and the Note Purchasers to enter into this
Amendment, the Issuer represents and warrants to the Purchaser’s Agent and the
Note Purchasers that:


 


(a)                                  Representations
and Warranties in Related Documents. 
Each of the representations and warranties of the Issuer contained in
the Related Documents to which it is a party (i) were true and correct
when made and (ii) after giving effect to this Amendment, continue to be
true and correct in all material respects on the date hereof (except to the
extent that such representations and warranties relate expressly to an earlier
date).


 


(b)                                 Authority.  The execution and delivery by the Issuer of
this Amendment and the performance by the Issuer of its obligations under this
Amendment (i) are within


 


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its power and authority,
(ii) have been duly authorized by all necessary proceedings, (iii) do
not and will not conflict with or result in any breach or contravention or any
provision of law, statute, rule or regulation to which the Issuer is subject or
any judgment, order, writ, injunction, license or permit applicable to the
Issuer so as to materially adversely affect the assets, business or any
activity of the Issuer, (iv) do not conflict with any provision of the
certificate of formation or operating agreement of the Issuer or any material
agreement or other instrument binding upon the Issuer and (v) do not and
will not require any waivers, consents or approvals which has not been
obtained.


 


(c)                                  Enforceability.  This Amendment and the Note Purchase
Agreements, as amended hereby, constitute the legal, valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with
their respective terms, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors’ rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.


 


(d)                                 No
Early Amortization Event.  After
giving effect to this Amendment, no Early Amortization Event has occurred and
is continuing.


 


Section
7.                                          Conditions
to Effectiveness.  This
Amendment shall become effective on the date when the following conditions
precedent have been satisfied (such date the “Amendment Effective Date”):


 


(a)                                  The
Purchaser’s Agent, each Note Purchaser, the Servicer and the Issuer shall have
delivered to the Purchaser’s Agent an executed counterpart of this Amendment.


 


(b)                                 The
Base Indenture shall have been amended in form, scope and substance satisfactory
to the Issuer, the Indenture Trustee, the Noteholders and the Control Parties;
the Purchaser’s Agent shall have received executed counterparts thereto from
the Issuer, the Indenture Trustee, the Noteholders and the Control Parties; and
all conditions precedent to the effectiveness of such amendment shall have been
satisfied other than the effectiveness of this Amendment.


 


(c)                                  The
representations and warranties set forth in Section 6 hereof shall be true and
correct in all material respects on the date hereof and on the Amendment
Effective Date.


 


Section
8.                                          Reference to
and Effect on Note Purchase Agreements.


 


(a)                                  Upon
the effectiveness of this Amendment, each reference in any Note Purchase
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import,
and each reference in the other Related Documents to any Note Purchase
Agreement, shall mean and be a reference to the Note Purchase Agreements as
amended hereby.


 


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(b)                                 Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Indenture Trustee, the Purchaser’s Agent or any Note
Purchaser under the Related Documents, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Related Documents, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.


 


(c)                                  Nothing
herein shall be deemed to entitle the Issuer to a waiver, amendment,
modification or other change of any of the terms, conditions, obligations,
covenants or agreements contained in the Related Documents in similar or
difference circumstances.


 


(d)                                 This
Amendment shall be a Related Document for all purposes.


 


Section
9.                                          Benefits of
Amendment.  The terms and
provisions of this Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns to the extent
contemplated by the Related Documents.


 


Section
10.                                   Interpretation.  The Section headings used in this Amendment
are for convenience of reference only and shall not affect the construction
hereof.


 


Section
11.                                   Execution in
Counterparts.  This
Amendment may be executed in any number of counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original
and all of which counterparts, taken together, shall constitute but one and the
same Amendment.  Faxed signatures of
this Amendment shall be binding for all purposes.


 


Section
12.                                   Severability.  If any provision of this Amendment shall be
held to be invalid, illegal or unenforceable under applicable law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality and enforceability of such
provision in any other jurisdiction.


 


Section
13.                                   Governing
Law.  THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN NEW YORK.  THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS CONSENT SHALL BE TRIED AND
LITIGATED ONLY IN A FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, STATE OF
NEW YORK.  EACH OF THE PARTIES HERETO
WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.  THE PARTIES HERETO HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS CONSENT OR ANY OF THE


 


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TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.  EACH OF THE PARTIES
HERETO REPRESENTS THAT IT HAS REVIEWED THIS CONSENT AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  IN THE EVENT OF LITIGATION, A
COPY OF THIS CONSENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


Section 14.                                   Entire Agreement.  This Amendment together with all other
instruments, agreements, and certificates executed by the parties in connection
herewith or with reference thereto, embody the entire understanding and
agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supercede all prior agreements, understandings,
and inducements, whether express or implied, oral or written.


 


[signature pages
follow]


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.


 


	
   

  	
  WILLIS LEASE FINANCE CORPORATION,

  a Delaware corporation,

  as Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD A. NUNEMAKER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald A. Nunemaker

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIS ENGINE FUNDING LLC,

  a Delaware limited liability company,

  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD A. NUNEMAKER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald A. Nunemaker

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


	
   

  	
  SHEFFIELD RECEIVABLES CORPORATION,

  as Subclass A-1 Note Purchaser and Subclass A-2

  Note Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Barclays Bank PLC, as Attorney in Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID LISTER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Lister

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC,

  as a Subclass B-1 Note Purchaser, Subclass B-2 Note

  Purchaser and the Purchaser’s Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PIERRE DULEYRIE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pierre Duleyrie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 

















 


	
   

  	
  FORTIS BANK (NEDERLAND) N.V.,

  as a Subclass B-1 Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. H. SCHIPPER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M. H. Schipper

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WIJNAND TUTUARIMA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wijnand Tutuarima

  	
   

  
	
   

  	
   

  	
  Title: