Prepared by MERRILL CORPORATION




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Exhibit 10.21  


 
 

THIRD AMENDMENT TO
  NOTE PURCHASE AGREEMENT    
  


    THIS THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of February 7, 2001 (this "Third Amendment"), is entered into by and among WLFC FUNDING
CORPORATION, as issuer (the "Issuer"), WILLIS LEASE FINANCE CORPORATION, as servicer (the "Servicer"), VARIABLE FUNDING CAPITAL CORPORATION, as a purchaser ("VFCC"), the Investors, FIRST UNION
SECURITIES, INC. (f/k/a First Union Capital Markets Corp.), as deal agent (the "Deal Agent") and FIRST UNION NATIONAL BANK, as liquidity agent ("FUNB"). Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below). 



    WHEREAS,
the parties hereto entered into that certain Note Purchase Agreement, dated as February 11, 1999, as amended by the First Amendment, dated as of May 12, 1999,
and a Second Amendment, dated as of February 9, 2000 (the "Agreement"); and 


    WHEREAS,
the parties hereto desire to amend the Agreement in certain respects as provided herein; 


    NOW
THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows: 


    SECTION
1.  Amendments.  



	(a)
	The
definition of "Commitment Termination Date" in Section 1.1 of the Agreement is hereby modified, amended and restated to read in its entirety as follows: 






"Commitment Termination Date: February 6, 2002 or such later date to which the Commitment Termination Date may be extended (if extended) in the
sole discretion of the Purchasers in accordance with the terms of Section 2.3(b)." 




	(2)
	The
following definition is hereby added in its entirety to Section 1.1 of the Agreement: 




"Third Amendment Date: The date on which the Third Amendment to the Agreement shall become effective." 




	(c)
	The
first sentence of Section 2.1 of the Agreement is hereby amended and restated to read in its entirety as follows: 






"On
the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Issuer agrees to deliver to the Deal Agent on behalf of the Purchasers on the Third
Amendment Date, the Class A Note with a maximum principal amount of $180,000,000, which Class A Note shall be duly executed by the Issuer, duly authenticated by the Indenture Trustee and
registered in the name of the Deal Agent on behalf of the Purchasers." 






    SECTION
2.  Agreement in Full Force and Effect as Amended.  Except as specifically amended hereby, the
Agreement shall remain in full force and effect. All references to the agreement shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this Third Amendment, as though such terms and conditions were set forth herein. 


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    SECTION 3.  Miscellaneous.  


    (a) This
Third Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument but all of which together shall constitute one and the same agreement. 


    (b) The
descriptive headings of the various sections of this Third Amendment are inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof. 


    (c) This
Third Amendment may not be amended or otherwise modified except as provided in the Agreement. 


    (d) THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.


[Remainder
of Page Intentionally left Blank] 


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    IN WITNESS WHEREOF, the parties have caused this Third Amendment to the Agreement to be executed by their respective officers thereunto
duly authorized as, of the date first above written. 



	THE ISSUER:	 	WLFC FUNDING CORPORATION
	

 	
 	

By:	
 	

/s/ NICHOLAS J. NOVASIC   

	 	 	Title:	 	Chief Financial Officer
	

THE SERVICER:	
 	
WILLIS LEASE FINANCE CORPORATION
	

 	
 	

By:	
 	

/s/ NICHOLAS J. NOVASIC   

	 	 	Title:	 	Chief Financial Officer
	

THE INVESTOR:	
 	
FIRST UNION NATIONAL BANK
	

 	
 	

By:	
 	

/s/ BILL A. SHIRLEY   

	 	 	Title:	 	Senior Vice President
	

 	
 	

 	
 	

First Union National Bank

One First Union Center, TW-9

Charlotte, North Carolina 28288

Attention: Credit Administration

Facsimile No.: (704) 374-6355

Confirmation No.: (704) 374-4001
	

VFCC:	
 	
VARIABLE FUNDING CAPITAL CORPORATION
	

 	
 	

By:	
 	
FIRST UNION SECURITIES, INC.,

as attorney-in-fact
	

 	
 	

By:	
 	
DOUGLAS R. WILSON, SR.

	 	 	Title:	 	Vice President
	

 	
 	

 	
 	

Variable Funding Capital Corporation

c/o First Union Securities, Inc.

One First Union Center, TW-9

Attention: Conduit Administration

Facsimile No.: (704) 383-6036

Confirmation No.: (704) 383-9343



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                        with a copy to:	
 	

 	
 	

Lord Securities Corp.

2 Wall Street, 19th Floor

New York, New York

Attention: Vice President

Facsimile No.: (212) 346-9012

Confirmation No.: (212) 346-9008
	

THE DEAL AGENT:	
 	
FIRST UNION SECURITIES, INC.
	

 	
 	

By:	
 	

/s/ LEAH W. FORSTNER   

	 	 	Title:	 	Director
	

 	
 	

 	
 	

First Union Securities, Inc.

One First Union Center, TW-9

Charlotte, North Carolina 28288

Attention: Conduit Administration

Facsimile No.: (704) 383-6036

Telephone No.: (704) 383-9343
	

THE LIQUIDITY AGENT:	
 	
FIRST UNION NATIONAL BANK
	

 	
 	

By:	
 	

/s/ BILL A. SHIRLEY   

	 	 	Title:	 	Senior Vice President
	

 	
 	

 	
 	

First Union National Bank

One First Union Center, TW-9

Charlotte, North Carolina 28288

Attention; Credit Administration

Facsimile No.: (704) 374-6355

Telephone No.: (704) 374-4001




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THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT