Exhibit
10.34


 


FIRST AMENDMENT TO SERIES
SUPPLEMENT*


 


FIRST AMENDMENT TO SERIES SUPPLEMENT, dated
as of October 10, 2003 (this “Amendment”),
is entered into between WILLIS ENGINE FUNDING
LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK, as Indenture Trustee
(the “Indenture Trustee”),
and amends the Amended and Restated Series 2002-1 Supplement dated as of
December 13, 2002 (as amended from time to time, the “2002-1 Supplement”) that supplements
the Amended and Restated Indenture dated as of December 13, 2002 (the “Base Indenture”; and the Base Indenture
as supplemented by the 2002-1 Supplement and as further amended, supplemented
or otherwise modified from time to time, the “Indenture”), between the Issuer and the Indenture Trustee.


 


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 Indenture
and not otherwise defined herein are used herein as therein defined.


 


Section 2.                                          Amendment to
Section 2.4(a) of the 2002-1 Supplement. 
Section 2.4(a) of the 2002-1 Supplement hereby is amended
by deleting therefrom the reference to “Subclass A2/B2 Amortization
Commencement Date” and inserting in lieu thereof “Conversion Date”.


 


Section 3.                                          Amendment to Section 3.2(I)(I) of the 2002-1
Supplement.  Clause (I) of Section 3.2(I) of the 2002-1
Supplement hereby is amended and restated in its entirety as follows:


 


(I)                                    On a pro
rata basis, (i) to each Holder of a Class A Note on the immediately
preceding Record Date, an amount equal to its pro
rata portion of the Class A Note Minimum Principal Payment Amount
and (ii) to each Interest Rate Hedge Provider any termination payments owing
under the related Interest Rate Hedge Agreement;


 


Section 4.                                          Amendment to Section 3.2(I)(J) of the 2002-1
Supplement.  Clause (J) of Section 3.2(I) of the 2002-1
Supplement hereby is amended and restated in its entirety as follows:


 












*                 Portions of the
material in this Exhibit have been redacted pursuant to a request for
confidential treatment, and the redacted material has been filed separately
with the Securities and Exchange Commission (the “Commission”).  An asterisk has been placed in the precise
places in this Agreement where we have redacted information, and the asterisk
is keyed to a legend which states that the material has been omitted pursuant
to a request for confidential treatment.


 

















 


(J)                                   On a pro
rata basis, to each Holder of a Class B Note on the immediately
preceding Record Date, an amount equal to its pro
rata portion of the Class B Note Minimum Principal Payment Amount;


 


Section 5.                                          Amendment to Section 5.2 of the 2002-1 Supplement.
 Clause (n) of Section 5.2 of the 2002-1 Supplement hereby is
amended and restated in its entirety as follows:


 


(n)                                 Reserved.


 


Section 6.                                          Amendment to Section 5.2(t) of the 2002-1 Supplement.
 Section 5.2(t) of the 2002-1 Supplement hereby is amended and
restated in its entirety as follows:


 


(t)                                    On Lease Percentage. 
After giving effect to the transfer of Engines on any Transfer Date, the
On-Lease Percentage of all Eligible Engines (relating to Existing and Possible
Loans) as of such Transfer Date shall not be less than                      
percent (        %).*


 


Section 7.                                          Amendment to Section 5.2(u) of the 2002-1 Supplement.
 Section 5.2(u) of the 2002-1 Supplement
hereby is amended and restated in its entirety as follows:


 


(u)                                 Weighted Average Lease Rate Factor. 
After giving effect to the transfer of Engines on any Transfer Date, the
Weighted Average Lease Rate Factor (calculated by reference to all Eligible
Engines subject to Lease Agreements relating to Existing and Possible Loans)
shall not be less than the Weighted Average Lease Rate Percentage.


 


Section 8.                                          Amendment to Section 7.1(ix) of the 2002-1 Supplement.  Section
7.1(ix) of the 2002-1 Supplement hereby is amended and restated in its entirety
as follows:


 


(ix)                                The failure to pay in full on any Payment
Date (a) interest accrued on the Notes, (b) the Class A Minimum Principal
Payment Amount and the Class B Minimum Principal Payment Amount or (c) after
the Conversion Date, the Class A Note Distributable Amortization Amount and the
Class B Note Distributable Amortization Amount.


 


Section 9.                                          Amendments to Schedule 1 to the 2002-1 Supplement.


 


(a)                                  The definition of “Applicable Percentage” set
forth in Section 1 of Schedule 1 to the 2002-1 Supplement hereby is amended and
restated in its entirety as follows:


 












*                                         This
redacted material has been omitted pursuant to a request for confidential
treatment, and the material has been filed separately with the Commission.


 


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“Applicable
Percentage” means
                      
percent (      %).*


 


(b)                                 The “Geographic Concentration Table” set
forth in Section 3 of Schedule 1 to the 2002-1 Supplement hereby is amended and
restated in its entirety as follows:


 




	
  Geographic Region

  	
   

  	
  Maximum
  Geographic Percentage

  	
   

  
	
  Africa/Middle
  East/Emerging Europe

  	
   

  	
   

  	
  %*

  
	
  Emerging Asia

  	
   

  	
   

  	
  %*

  
	
  China(People’s Republic of
  China, excluding Hong Kong)

  	
   

  	
   

  	
  %*

  
	
  Developed Asia/Pacific Rim

  	
   

  	
   

  	
  %*

  
	
  Developed Europe

  	
   

  	
   

  	
  %*

  
	
  North America

  	
   

  	
   

  	
  %*

  
	
  Emerging Latin/South
  America

  	
   

  	
   

  	
  %*

  
	
  Total Emerging Markets

  	
   

  	
   

  	
  %*

  






 


Section 10.                                   Representations
and Warranties.  To
induce the Indenture Trustee to enter into this Amendment (and to cause the
Control Parties to consent thereto), the Issuer represents and warrants to the
Indenture Trustee and the Noteholders 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 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 Indenture, as amended
hereby, constitute the legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with its terms, except as
enforceability is limited by bankruptcy,


 












*                                         This
redacted material has been omitted pursuant to a request for confidential
treatment, and the material has been filed separately with the Commission.


 


3

















 


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 11.                                   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
written consent of the Control Parties of the Series 2002-1 Notes shall have
been received by the Issuer and the Indenture Trustee.


 


(b)                                 The
Issuer, the Indenture Trustee and each Control Party shall have delivered to
the Deal Agent an executed counterpart of this Amendment.


 


(c)                                  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 Deal 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.


 


(d)                                 The
representations and warranties set forth in Section 10 hereof shall be true and
correct in all material respects on the date hereof and on the Amendment
Effective Date.


 


Section 12.                                   Reference to
and Effect on 2002-1 Supplement.


 


(a)                                  Upon
the effectiveness of this Amendment, each reference in the 2002-1 Supplement to
“this Agreement”, “hereunder”, “hereof” or words of like import, and each
reference in the other Related Documents to the 2002-1 Supplement, shall mean
and be a reference to the 2002-1 Supplement as amended hereby.


 


(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 Deal Agent or any Noteholder 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,


 


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


 


Section 15.                                   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 16.                                   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 17.                                   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 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
18.                                   Entire Agreement.  This Amendment together with all other
instruments, agreements, and certificates executed by the parties in connection
herewith or with reference


 


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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.


 


Section
19.                                   Consents by Control Parties.  The Noteholders party hereto
hereby (a) represent and warrant that together they constitute all of the
Control Parties necessary to authorize the Issuer and the Indenture Trustee to
execute and deliver this Amendment and (b) consent to and authorize the Issuer
and the Indenture Trustee to so execute and deliver this Amendment.


 


[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
  ENGINE FUNDING LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD A. NUNEMAKER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald A. Nunemaker

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 

















 


	
   

  	
  THE
  BANK OF NEW YORK,

  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CATHERINE L. CERILLES

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Catherine L. Cerilles

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
						



 

















 


	
   

  	
  BARCLAYS
  BANK PLC, New York Branch,

  as Control Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PIERRE DULEYRIE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pierre Duleyrie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 

















 


	
   

  	
  FORTIS
  BANK (NEDERLAND) N.V.,

  as Control Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. H. SCHIPPER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M. H. Schipper

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WIJNAND TUTUARIMA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wijnand Tutuarima

  	
   

  
	
   

  	
   

  	
  Title: