Exhibit
10.33


 


FIRST
SUPPLEMENTAL INDENTURE*


 


FIRST SUPPLEMENTAL INDENTURE, dated as of October 10, 2003 (this “Supplement”), 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 supplements the Amended and Restated Indenture dated as of December 13,
2002 (the “Base Indenture”),
as supplemented by the Amended and Restated Series 2002-1 Supplement dated as
of December 13, 2002 (as amended from time to time, the “2002-1 Supplement”; 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 503 of the Indenture.
 Section 503 of the Indenture hereby is
amended and restated in its entirety as follows:


 


Section 503. 
Determination of Requisite Global Majority.  A Requisite Global Majority shall exist with
respect to any action proposed to be taken pursuant to the terms of this
Indenture or any Supplement if (a) the Control Party or Control Parties
representing more than seventy-two percent (72%) of the Outstanding Obligations
of all Series then Outstanding shall approve or direct such proposed action (in
making such a determination, each Control Party shall be deemed to have voted
the entire Outstanding Obligations of the related Series either in favor or in
opposition to such action, as the case may be) and (b) each Series Enhancer
shall approve or direct such proposed action.


 


Section 3.                                          Amendments
to Definitions Set Forth in Exhibit B to the Indenture.


 


(a)                                  The following definitions set forth in Exhibit B to the Indenture hereby are amended and
restated in their 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.


 

















 


Aggregate
Required Amortization Amount:  As
of any Payment Date on or after the Conversion Date, if no Early Amortization
Event has occurred and is continuing on such Payment Date, an amount equal to
the excess, if any, of (1) the sum of (A) the product of (i) ninety-percent
(90%) and (ii) all Engine Revenues actually received by, or on behalf of, the
Issuer during the related Collection Period with respect to the Series 2002-1
Engines (other than Engines constituting Excess Assets) and (B) the product of
(x) a fraction, expressed as a percentage, the numerator of which shall equal
the Aggregate Note Principal Balance (prior to giving effect to any payments of
principal on such Payment Date) and the denominator of which shall equal the
sum of the Net Book Values of all Series 2002-1 Engines (other than Engines
constituting Excess Assets) (calculated as of the last day of the immediately
preceding month) and (y) the greater of (i) the sum of the Net Book Values of
all Series 2002-1 Engines (other than Engines constituting Excess Assets) sold
during the related Collection Period (which Net Book Values will be determined
as of the last day of the month immediately preceding such sale), and (ii) the
aggregate Sales Proceeds of all Series 2002-1 Engines (other than Engines
constituting Excess Assets) sold during the related Collection Period, over (2)
the sum of the amounts paid pursuant to clauses (A) through (G) inclusive, (I),
and (J) of Section 3.2(I) of the Series 2002-1 Supplement on any such Payment
Date with funds then on deposit in the Series 2002-1 Series Account and any
other funds available for application to the Series 2002-1 Notes.


 


Control
Party:  With respect to a Series,
Noteholders of such Series representing more than seventy-two percent (72%) of
the then unpaid principal balance of all Notes Outstanding within such Series,
unless otherwise specified in the Supplement related to such Series.  As long as Fortis Bank and Barclays Bank
PLC, or any of their Affiliates, own all of the Series 2002-1 Notes, Control
Party shall mean both (1) Fortis Bank or an Affiliate designated by it and (2)
Barclays Bank PLC or an Affiliate designated by it.


 


Conversion
Date:  September 9, 2004; provided,
however, that such Conversion Date may be extended for a period of no longer
than 364 days, if approved by all of the Holders of the Class A and Class B
Notes.


 


Eligible
Engine:  Any Engine that, individually
or when considered with all Eligible Engines then owned (either directly or
beneficially) by the Issuer, as applicable, complies with each of the following
requirements, unless, and only to the extent, any of such requirements (with
the exception of requirement (7)) is waived in writing by the Deal Agent:


 


(1)                                  Eligible Lease.  Each Engine is subject to an Eligible Lease
on the related Transfer Date; provided that an Engine shall not be required to
be subject to an Eligible Lease on the related Transfer Date so long as, after
giving effect to the transfer of all Engines which are transferred on any
Transfer Date, the On-Lease Percentage of all Eligible Engines as of such
Transfer Date shall not be less than the Target On-Lease Percentage;


 


2

















 


(2)                                  On-Lease Percentage.  The On-Lease Percentage of all Eligible
Engines as of the related Transfer Date shall be greater
than                 percent
(     %);*


 


(3)                                  Engine
Representations and Warranties.  Each
Engine complies with the Engine Representations and Warranties on the related
Transfer Date, including without limitation, that representation and warranty
of the Seller set forth in Section 3.01(o) of the Contribution and Sale
Agreement;


 


(4)                                  Casualty Loss.  No Casualty Loss shall have been suffered by
the related Engine;


 


(5)                                  Depreciation
Policy.  The depreciation method
utilized in calculating the Net Book Value of such Engine as of such Transfer
Date is the Depreciation Policy;


 


(6)                                  Owner Trust.  (a) Such Engine shall have been transferred
to, and owned by and leased by, an Owner Trustee on behalf of an Owner Trust
created by the Issuer pursuant to a Trust Agreement substantially in the form
attached to the Series 2002-1 Supplement as Exhibit H-1, (b) such Owner Trustee
shall have executed and delivered to the Collateral Custodian a facsimile copy
of an Owner Trustee Guaranty substantially in the form attached to the Series
2002-1 Supplement as Exhibit H-2 (the original counterpart of which shall be
delivered to the Collateral Custodian within ten Business Days after such
execution and delivery), (c) such Owner Trustee shall have executed and
delivered to FAA Counsel, and to the Collateral Custodian a facsimile copy of,
a Owner Trustee Mortgage substantially in the form attached to the Series
2002-1 Supplement as Exhibit H-3 (the original counterpart of which shall be
delivered to the Collateral Custodian within three (3) Business Days after the
filing thereof with the FAA), and (d) the Issuer shall have executed and
delivered to the Collateral Custodian a facsimile copy of a Beneficial Interest
Pledge Agreement substantially in the form attached to the Series 2002-1
Supplement as Exhibit H-4 (the original counterpart of which shall be delivered
to the Collateral Custodian within ten Business Days after such execution and
delivery); and


 


(7)                                  Term
Securitization.  Following the consummation of
the Term Securitization, the Requisite Global Majority has approved such
Engine.


 


Note
Commitment:  With respect to the Subclass
A-1 Notes, an amount equal to $180,000,000; with respect to the Subclass A-2
Notes, an amount equal to the Subclass A-2 Maximum Limit; with respect to the
Subclass B-1 Notes, an amount equal to $20,000,000; and with respect to the
Subclass B-2 Notes, an amount equal to the Subclass B-2 Maximum Limit.


 












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


 


3

















 


Revolving
Period:  With respect to the Class A
Notes and the Class B Notes, from and after October 10, 2003 through the
Business Day prior to the Conversion Date.


 


Subclass
A-2 Maximum Limit:  The
lesser of (i) for the period commencing on the October 10, 2003 through and
including December 14, 2003, $18,000,000, for the period commencing on December
15, 2003 through and including March 14, 2004, $17,100,000, for the period
commencing on March 15, 2004 through and including June 14, 2004, $16,200,000,
for the period commencing on June 15, 2004 through and including September 14,
2004, $15,300,000, and for all periods from and after September 15, 2004,
$14,400,000 and (ii) such lesser amount as may be specified by the Issuer in
writing to the Deal Agent pursuant to Section 2.05 of the Subclass A-2 Note Purchase
Agreements in connection with a concurrent pro rata reduction of the
Subclass B-2 Maximum Limit pursuant to Section 2.05 of the Subclass B-2 Note
Purchase Agreement.


 


Subclass
B-2 Maximum Limit:  The lesser of (i)
for the period commencing on the October 10, 2003 through and including
December 14, 2003, $2,000,000, for the period commencing on December 15, 2003
through and including March 14, 2004, $1,900,000, for the period commencing on
March 15, 2004 through and including June 14, 2004, $1,800,000, for the period
commencing on June 15, 2004 through and including September 14, 2004,
$1,700,000, and for all periods from and after September 15, 2004, $1,600,000
and (ii) such lesser amount as may be specified by the Issuer in writing to the
Deal Agent pursuant to Section 2.05 of the Subclass B-2 Note Purchase Agreement
in connection with a concurrent pro rata reduction of the Subclass A-2 Maximum
Limit pursuant to Section 2.05 of the Subclass A-2 Note Purchase Agreement.


 


Weighted
Average Lease Rate Factor:  As
of any date of determination shall mean a fraction (expressed as a percentage)
the numerator of which shall be equal to the sum of the Scheduled Payments due
in the current month under all Lease Agreements then in effect with respect to
the Eligible Engines and the denominator of which shall be equal to the
Aggregate Net Book Value of all Eligible Engines subject to a Lease Agreement
as of such date of determination.


 


(b)                                 The following
definitions set forth in Exhibit B to the Indenture hereby are deleted
in their entirety:  “Subclass A-2 Amortization Amount”, “Subclass A2/B2 Amortization Amount”, “Subclass A2/B2 Amortization Commencement Date” and “Subclass B-2 Amortization Amount”.


 


Section 4.                                          Representations
and Warranties.  To
induce the Indenture Trustee to enter into this Supplement (and to cause the
Control Parties and the Noteholders to consent thereto), the Issuer represents
and warrants to the Indenture Trustee, the Control Parties 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 Supplement, continue to be
true and correct in all material respects on the date hereof


 


4

















 


(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 Supplement and the performance by the Issuer of its obligations under this
Supplement (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 Supplement 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, 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 Supplement, no Early Amortization Event has occurred and
is continuing.


 


Section 5.                                          Conditions
to Effectiveness.  This
Supplement shall become effective on the date when the following conditions
precedent have been satisfied (such date the “Supplement Effective Date”):


 


(a)                                  The
prior written consent of the Control Party of each affected Series, the Issuer
and the Indenture Trustee to the execution and delivery of this Supplement
shall have been received.


 


(b)                                 With
regards to the amendment of the term “Conversion Date”, the approval by all of
the Holders of the Class A and Class B Notes to such amendment shall have been
received.


 


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


 


(d)                                 The
Series 2002-1 Supplement shall have been amended in form, scope and substance
satisfactory to the Issuer, the Indenture Trustee and the Control Parties; and
the Deal Agent shall have received executed counterparts thereto from the
Issuer, the Indenture Trustee and the Control Parties.


 


5

















 


(e)                                  The
Note Purchase Agreements shall have been amended in form, scope and substance
satisfactory to the parties party thereto; and the Deal Agent shall have
received executed counterparts from each party thereto.


 


(f)                                    The
Guarantor shall have delivered to the Deal Agent an executed consent,
substantially in the form attached hereto as Exhibit A.


 


(g)                                 The
Indenture Trustee shall have received the Opinion of Counsel contemplated by
Section 1003 of the Indenture.


 


(h)                                 The
representations and warranties set forth in Section 4 hereof shall be true and
correct in all material respects on the date hereof and on the Supplement
Effective Date.


 


Section 6.                                          Reference to
and Effect on Indenture.


 


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


 


(b)                                 Except
as expressly set forth herein, this Supplement 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,
covenants or agreements contained in the Related Documents in similar or
difference circumstances.


 


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


 


Section 7.                                          Benefits of
Supplement.  The terms
and provisions of this Supplement 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 8.                                          Interpretation.  The Section headings used in this Supplement
are for convenience of reference only and shall not affect the construction
hereof.


 


Section 9.                                          Execution in
Counterparts.  This
Supplement 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 Supplement.  Faxed signatures of
this Supplement shall be binding for all purposes.


 


6

















 


Section 10.                                   Severability.  If any provision of this Supplement 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 11.                                   Governing
Law.  THIS SUPPLEMENT
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
12.                                   Entire Agreement.  This Supplement 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.


 


Section
13.                                   Consents by Control Parties and Noteholders.  The Noteholders party hereto hereby (a)
represent and warrant that they constitute all of the Control Parties and all
of the Noteholders of the Series 2002-1 Notes necessary to authorize the Issuer
and the Indenture Trustee to execute and deliver this Supplement and (b)
consent to and authorize the Issuer and the Indenture Trustee to so execute and
deliver this Supplement.


 


[signature pages follow]


 


7

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplement 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

  	
   

  
							



 

















 


	
   

  	
  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, New York Branch,

  as Control Party, Subclass B-1 Note Purchaser and Subclass

  B-2 Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PIERRE DULEYRIE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Pierre Duleyrie

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
								



 

















 


	
   

  	
  FORTIS
  BANK (NEDERLAND) N.V.,

  as Control Party and Subclass B-1 Note Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M. H. SCHIPPER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M. H. Schipper

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WIJNAND TUTUARIMA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wijnand Tutuarima

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 

















 


EXHIBIT A

GUARANTOR CONSENT


 


Dated as of
October 10, 2003


 


The
Bank of New York,

as the Indenture Trustee under 

the Indenture referred to below


101
Barclay Street


8th
Floor West


New
York, New York 10286


Attention:                                         Asset
Backed Finance Unit


 


Each
Holder of a Class B Note

issued pursuant to the

Indenture referred to below


 


Re:                               Willis Engine Funding, LLC – Consent to Supplement


 


Ladies and Gentlemen:


 


The undersigned
heretofore made the Amended and Restated Guaranty dated as of December 13, 2002
(the “Guaranty”) for the
benefit of the Holders of the Class B Notes issued by Willis Engine Funding,
LLC, a Delaware limited liability company (the “Issuer”), pursuant to the Amended and Restated Indenture
dated as of December 13, 2002, as supplemented by the Amended and Restated
Series 2002-1 Supplement dated as of December 13, 2002 (as so supplemented, the
“Indenture”), between the
Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”).  Terms defined in the Indenture and not
otherwise defined herein are used herein as therein defined.


 


The undersigned has been
informed that the Issuer and the Indenture Trustee propose to enter into the
First Supplemental Indenture dated on or about the date hereof, a copy of which
is attached hereto as Annex A and the First Amendment to Series
Supplement dated on or about the date hereof, a copy of which is attached
hereto as Annex B.  The
undersigned hereby consents to the execution and delivery of the foregoing
documents and ratifies and affirms in all respects its obligations to the
Holders of the Class B Notes under or in respect of the Guaranty.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIS LEASE FINANCE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD A. NUNEMAKER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donald A. Nunemaker

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer