Exhibit

10.30




EXECUTION COPY








 









 




 




AMENDED AND RESTATED


ADMINISTRATION AGREEMENT*




 




among




 




WILLIS ENGINE FUNDING

LLC,


as Issuer,




 




WILLIS LEASE FINANCE

CORPORATION,


as Servicer




 




BARCLAYS BANK PLC,


as Administrative Agent




 




and




 




THE BANK OF NEW YORK,


as Indenture Trustee




 




Dated as of December 13,

2002




 




 






















*                      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.








 









 




 





























 




This AMENDED AND RESTATED ADMINISTRATION AGREEMENT,

dated as of December 13, 2002 (the “Agreement”), among WILLIS ENGINE

FUNDING LLC, a Delaware limited liability company (the “Issuer”), WILLIS

LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”), BARCLAYS

BANK PLC (the “Administrative Agent”) and THE BANK OF NEW YORK, a New York

banking corporation, as Indenture Trustee (the “Indenture Trustee”).




 




W I T N

E S S E T H:




 




WHEREAS, the Issuer, the Servicer, the Administrative

Agent and the Indenture Trustee are party to the Administration Agreement dated

as of September 12, 2002 (the “Original Administration Agreement”); and




 




WHEREAS, the Issuer, the Servicer, the Administrative

Agent and, with the unanimous consent of the Holders of the outstanding Willis

Engine Funding LLC Secured Notes, Series 2002-1, Class A and B, the Indenture

Trustee have agreed to amend and restate the Original Administration Agreement

in conjunction with the execution and delivery of the Amended and Restated Indenture

dated as of December 13, 2002 (as amended, restated, supplemented or otherwise

modified, the “Indenture”) between the Issuer and the Indenture Trustee.




 




NOW, THEREFORE, in consideration of the mutual

covenants contained herein, and other, good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the parties agree as

follows:




 




SECTION 1.   Definitions.  Capitalized terms used and not otherwise

defined herein shall have the meanings assigned to such terms in the Indenture.




 




SECTION 2.   Appointment

and Authority of Administrative Agent. 

Subject to the terms and conditions set forth herein, the Indenture

Trustee, on behalf of the Noteholders, hereby appoints the Administrative Agent

to perform all of the activities set forth in Section 3 hereof.  By executing this Agreement, the

Administrative Agent hereby accepts such appointment.




 




SECTION 3.     Duties of the

Administrative Agent.  Subject to

the limitations set forth in this Agreement, the duties of the Administrative Agent

shall be limited to the following:




 




(a)                 Facilitation

of Transfer to Replacement Servicer.  Upon receipt of a copy of a notice that a Servicer Termination

Notice has been issued pursuant to Section 405(b) of the Indenture, the

Administrative Agent shall use reasonable efforts to locate a qualified

replacement Servicer to fulfill the duties of the then current Servicer in

accordance with, and subject to the terms and conditions set forth in, Section

405(b) of the Indenture.  The

Administrative Agent agrees to perform the duties set forth in Section 405(b)

of the Indenture.




 




(b)                Facilitation

of Transfer to Successor Indenture Trustee.  Upon receipt of a copy of the notice given

by the Indenture Trustee pursuant to Section 907 of the




 





























 




Indenture, the Administrative Agent shall use reasonable efforts to

locate a qualified successor trustee to fulfill the duties of the then current

Indenture Trustee.




 




(c)                 Reserved.




 




(d)                The Administrative

Agent shall take all action required of it under the Indenture or the Series

2002-1 Supplement.  All such obligations

of the Administrative Agent set forth therein are incorporated herein by

reference and failure to take any such action shall constitute a breach of this

Agreement.




 




SECTION 4.   Standard

of Care; Conformity with Applicable Law; Liability of Administrative Agent.  (a) 

The Administrative Agent will perform its duties hereunder in accordance

with the same standard of care exercised by the Administrative Agent in the

conduct of similar affairs for its own account.




 




(b)                The Administrative

Agent will not, in performing its obligations hereunder, take any action that

would be in violation of any law, rule or regulation that may be applicable to

the Administrative Agent, its property or the services to be performed hereunder.




 




(c)                 The

Administrative Agent shall not (a) be liable for any action taken or omitted to

be taken by it under or in connection with this Agreement (except for its own

gross negligence or willful misconduct), or (b) be responsible in any manner for

any recital, statement, representation or warranty made by the Issuer,

Indenture Trustee or Servicer, or any officer thereof, contained in this

Agreement or in any other Related Document, or in any certificate, report,

statement or other document referred to or provided for in, or received by the

Administrative Agent under or in connection with, this Agreement or in any

other Related Document, or for the value of any Collateral or the validity,

effectiveness, genuineness, enforceability or sufficiency of any Related

Document, or for any failure of the Issuer, Indenture Trustee or Servicer or

any other party to any Related Document to perform its obligations thereunder

except to the extent set forth therein. 

The Administrative Agent shall be entitled to rely, and shall be fully

protected in relying, upon any writing, resolution, notice, consent,

certificate, affidavit, letter, telegram, facsimile or other document

reasonably believed by it to be genuine and correct and to have been signed or

sent by the proper Person or Persons, and upon advice and statements of legal

counsel, independent accountants and other experts selected by the

Administrative Agent.




 




SECTION 5.   Records.  The Administrative Agent shall maintain

appropriate books of account and records relating to services performed

hereunder, which books of account and records shall upon prior written notice

to the Administrative Agent be accessible for inspection at the offices of the

Administrative Agent by the Issuer, the Servicer and the Indenture Trustee, and

the agents of any of them, at such inspecting party’s expense during the

Administrative Agent’s normal business hours.




 




SECTION 6.   Indemnification.  (a) 

The Administrative Agent hereby agrees to indemnify and hold harmless

the Indenture Trustee, each Noteholder and their respective directors, officers

and shareholders (each an “Indemnified Party”) from and against any and

all damages, losses, liabilities, costs and expenses incurred by an Indemnified

Party resulting from 




 




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the gross negligence or willful misconduct of the Administrative Agent

in performing (or failing to perform) its obligations under this

Agreement.  An Indemnified Party shall

immediately notify the Administrative Agent of any damages, losses,

liabilities, costs or expenses which an Indemnified Party has determined has

given or would give rise to a right of indemnification hereunder and the

Administrative Agent shall have the exclusive right to compromise or defend any

such liability or claim at its own expense, which decision shall be binding and

conclusive upon an Indemnified Party. 

Failure to give such notice shall not relieve the Administrative Agent

of its obligations hereunder; provided, however, that the Administrative

Agent shall not be liable or otherwise be held responsible for any damages,

losses, liabilities, costs or expenses resulting from the failure to give such

notice.  The Administrative Agent hereby

agrees to indemnify and hold harmless the Issuer from and against any and all

damages, losses, liabilities, costs and expenses incurred by the Issuer

resulting from the gross negligence or willful misconduct of the Administrative

Agent in performing its obligations under Section 2.2(c) of the Series 2002-1 Supplement.




 




(b)                The Issuer and the

Servicer shall jointly and severally indemnify and hold harmless the

Administrative Agent from and against any and all liabilities, obligations,

losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements

of any kind whatsoever which may at any time (including at any time following

the repayment of any Outstanding Obligations and the termination or resignation

of the related Administrative Agent) be imposed on, incurred by or asserted

against the Administrative Agent in any way relating to or arising out of this

Agreement or any document contemplated by or referred to herein or therein or

the transactions contemplated hereby or thereby or any action taken or omitted

by the Administrative Agent under or in connection with any of the foregoing; provided,

however, that neither the Issuer nor the Servicer shall be liable

for the payment to the Administrative Agent of any portion of such liabilities,

obligations, losses, damages, penalties, actions, judgments, suits, costs,

expenses or disbursements resulting solely from the Administrative Agent’s

gross negligence or willful misconduct.




 




SECTION 7.   Compensation.  As compensation for the performance of the

Administrative Agent’s obligations under this Agreement, the Issuer agrees to

pay quarterly in arrears, beginning with the third Payment Date following the

Closing Date, to the Administrative Agent a fee at the rate of

       %* per annum of the sum of the

Aggregate Note Principal Balance of all Series then Outstanding on the related

quarterly Payment Date; notwithstanding payment of such fee by the Servicer,

each of the parties hereto acknowledge that the Administrative Agent is the

agent of the Noteholders.  If the

Servicer fails to pay such fee, the Issuer shall pay such unpaid amounts from

amounts on deposit in the Series 2002-1 Series Account in accordance with the

provisions of Section 3.2 of the Series 2002-1 Supplement.  In addition, the Administrative Agent shall

also be entitled to be reimbursed in accordance with Section 3.2 of the Series

2002-1 Supplement for its expenses incurred in taking any actions required

pursuant to Section 405(b) of the Indenture.




 




SECTION 8.   Independence

of the Administrative Agent.  For

all purposes of this Agreement, the Administrative Agent shall be an agent of

the Noteholders and shall not be




 






















*                                         This

redacted material has been omitted pursuant to a request for confidential

treatment, and the material has been filed separately with the Commission.




 




3





























 




subject to the supervision of the Issuer, Servicer or Indenture Trustee

with respect to the manner in which it accomplishes the performance of its

obligations hereunder; provided, however, that the Administrative

Agent shall act in accordance with directions from the Requisite Global

Majority when required by the Indenture or the Related Documents.




 




SECTION 9.   No

Joint Venture.  Nothing contained in

this Agreement (i) shall constitute the Administrative Agent, the Issuer,

the Servicer and the Indenture Trustee as members of any partnership, joint

venture, association, syndicate, unincorporated business or other separate

entity, (ii) shall be construed to impose any liability as such on any of them

or (iii) shall be deemed to confer on any of them any express, implied or

apparent authority to incur any obligation or liability on behalf of the

others.




 




SECTION 10.  Other

Activities of the Administrative Agent. 

Nothing herein shall prevent the Administrative Agent or its Affiliates

from engaging in other businesses or, in its sole discretion, from acting in a

similar capacity as an administrator for any other Person even though such

Person may engage in business activities similar to those of the Issuer and/or

the Servicer.




 




 




SECTION 11.   Term

of Agreement; Resignation and Removal of Administrative Agent.  (a) 

This Agreement shall continue in force until all of the Outstanding

Obligations under the Indenture are paid in full, upon which event this

Agreement shall automatically terminate.




 




(b)                     The

Administrative Agent may resign its duties hereunder by providing each of the

Issuer, the Servicer and the Indenture Trustee with at least 60 days’ prior

written notice.




 




(c)                      The

Indenture Trustee, acting at the written direction of the Requisite Global

Majority, or of the Issuer, may remove the Administrative Agent immediately

upon written notice of termination to the Administrative Agent (with a copy to

each of the Issuer and the Servicer) if any of the following events shall occur:




 




(i)                                              the

Administrative Agent shall default in any material respect the performance of

any of its duties under this Agreement which failure continues unremedied for a

period of fifteen (15) days after the receipt by the Administrative Agent of

written notice thereof specifying with reasonable detail the default;




 




(ii)                                           a

court having jurisdiction in the premises shall enter a decree or order for

relief, and such decree or order shall not have been vacated within 60 days, in

respect of the Administrative Agent in any involuntary case under any

applicable bankruptcy, insolvency or other similar law now or hereafter in

effect or appoint a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official for the Administrative Agent or any

substantial part of its property or order the winding-up or liquidation of its

affairs; or




 




(iii)                                        the

Administrative Agent shall commence a voluntary case under any applicable

bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent

to the entry of an order for relief in an involuntary case under any such law,

or shall consent to the appointment of a receiver, liquidator, assignee,

trustee, custodian, sequestrator or similar official for the Administrative

Agent or any substantial part of its property, shall consent




 




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to the taking of possession by any such official of any substantial

part of its property, shall make any general assignment for the benefit of

creditors or shall fail generally to pay its debts as they become due.




 




(d)                     No

resignation or removal of the Administrative Agent pursuant to this Section 11

shall be effective until (i) a successor Administrative Agent shall have been

appointed by the Requisite Global Majority (which successor shall also be

reasonably acceptable to the Issuer) and (ii) such successor Administrative

Agent shall have agreed in writing to be bound by the terms of this Agreement

in the same manner as the Administrative Agent is bound hereunder or as

otherwise approved by the Requisite Global Majority.  A copy of any such appointment and the agreement executed by such

successor Administrative Agent shall be promptly sent to each of the Issuer,

the Servicer and the Indenture Trustee.




 




SECTION 12.   Action

upon Termination; Resignation or Removal. 

Promptly upon the effective date of termination of this Agreement

pursuant to Section 11(a) of this Agreement or the resignation or removal of

the Administrative Agent pursuant to Section 11(b) or (c) of this

Agreement, respectively, the Administrative Agent shall be entitled to be paid

all fees and reimbursable expenses accruing to it to the date of such

termination, resignation or removal.  In

the event of the resignation or removal of the Administrative Agent pursuant to

Section 11(b) or (c) of this Agreement, respectively, the Administrative Agent

shall cooperate with the Indenture Trustee and take all reasonable steps

requested to assist the Requisite Global Majority and the Indenture Trustee in

making an orderly transfer of the duties of the Administrative Agent.




 




SECTION 13.   Notices.  Any notice, report or other communication

given hereunder shall be in writing and addressed as follows:




 




(a)                      If to the

Issuer, to:




 




Willis Engine Funding LLC


2320 Marinship Way


Sausalito, California  94965


Attention:  Counsel


Fax:     (415) 331-0607




 




with a copy to:




 




the Servicer and


Gibson, Dunn & Crutcher LLP


333 South Grand Avenue


Los Angeles, CA  90071


Attention:  Brian D. Kilb


Telephone:     (213) 229-7236


Fax:                (213)

229-7520




 




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(b)                     If to the

Administrative Agent, to:




 




Barclays Bank PLC


200 Park Avenue


New York, New York 10166


Attn:  Asset Securitization Group




 




(c)                      If to the

Indenture Trustee, to:




 




The Bank of New York


101 Barclay Street


8th Floor West


Asset Backed Securities Unit


New York, New York  10286


Fax:     (212) 815-2493




 




(d)                     If to the

Servicer, to:




 




Willis Lease Finance Corporation


2320 Marinship Way, Suite 300


Sausalito, California  94965


Attention:  Counsel


Fax:     415/331-0607




 




with a copy to:




 




Gibson, Dunn & Crutcher LLP


333 South Grand Avenue


Los Angeles, CA  90071


Attention:  Brian D. Kilb


Telephone:     (213) 229-7236


Fax:                (213)

229-7520




 




(e)                      If to any

Noteholder, at the address set forth in the Note Register, or to such other

address as any party shall have provided to the other parties in writing.  Any notice required to be in writing

hereunder shall be deemed given if such notice is mailed by certified mail,

postage prepaid, or hand-delivered (or, in the case of the Issuer or the

Servicer, by internationally recognized courier service) to the address of such

party as provided above.




 




SECTION 14.   Amendments.  This Agreement may be amended from time to

time by the parties hereto, provided that any amendment must be accompanied by

the written consent of the Requisite Global Majority.  Prior to the execution of any amendment to this Agreement, the

Issuer will provide notice of any such amendment to each Rating Agency, if any.




 




SECTION 15.   Successors

and Assigns.  This Agreement may not

be assigned by the Administrative Agent except to an Affiliate unless (i) such

assignment is previously consented to in writing by the Indenture Trustee

(acting at the direction of the Control Party of




 




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each Series), (ii) such assignee is reasonably acceptable to the

Issuer, and (iii) each Rating Agency, if any, shall have received prior notice

of each such assignment.




 




SECTION 16.   GOVERNING

LAW.  THIS AGREEMENT SHALL BE

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND

REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH

LAWS WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.




 




SECTION 17.   Consent

to Jurisdiction.  Any legal suit,

action or proceeding against any of the parties hereto arising out of or

relating to this Agreement, or any transaction contemplated hereby, may be

instituted in any federal or state court in New York County, State of New York,

and each of the parties hereto hereby waives any objection which it may now or

hereafter have to the laying of venue of any such suit, action or proceeding,

and, solely for the purposes of enforcing this Agreement, each of the Issuer

and the Servicer hereby irrevocably submits to the non-exclusive jurisdiction

of any such court in any such suit, action or proceeding.  Each of the Issuer and the Servicer hereby

irrevocably appoints and designates CT Corporation Systems, 1633 Broadway,

New York, New York 10019, its true and lawful attorney-in-fact and duly

authorized agent for the limited purpose of accepting service of legal process

and the Issuer agrees that service of process upon such party shall constitute

personal service of such process on such Person.  Each of the Issuer and the Servicer shall maintain the

designation and appointment of such authorized agent until all amounts payable

under this Agreement shall have been paid in full.  If such agent shall cease to so act, each of the Issuer and the

Servicer shall immediately designate and appoint another such agent

satisfactory to the Administrative Agent and shall promptly deliver to the

Administrative Agent evidence in writing of such other agent’s acceptance of

such appointment.




 




SECTION 18.   Headings.  The section headings hereof have been

inserted for convenience of reference only and shall not be construed to affect

the meaning, construction or effect of this Agreement.




 




SECTION 19.   Counterparts.  This Agreement may be executed in

counterparts, each of which when so executed shall together constitute but one

and the same agreement.




 




SECTION 20.   Severability.  Any provision of this Agreement that is

prohibited or unenforceable under any applicable law, rule or regulation or

that would result in the imposition of any fine or adverse regulatory or other

consequence in any jurisdiction shall be ineffective to the extent thereof

without invalidating the remaining provisions hereof and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.




 




SECTION 21.    Agreement Not to File

Petition in Bankruptcy.  The

Administrative Agent hereby agrees that it shall not institute against, or join

any other person in instituting against, the Issuer any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceeding, or other

proceeding under any insolvency, bankruptcy or similar law of any




 




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jurisdiction, for one year and a day after the last date on which any

Note of any Series was Outstanding.




 




SECTION 22.   Binding

Effect Third-Party Beneficiaries. 

This Agreement will inure to the benefit of and be binding upon the

parties hereto.




 




SECTION 23.   Merger

and Integration.  Except as

specifically stated otherwise herein, this Agreement sets forth the entire

understanding of the parties relating to the subject matter hereof, and all prior

understandings, written or oral, are superseded by this Agreement.  This Agreement may not be modified, amended,

waived or supplemented except as provided herein.




 




SECTION 24.   Effect on

Original Administration Agreement. The Issuer, the Servicer, the

Administrative Agent and the Indenture Trustee hereby agree that as of the

Effective Date the terms and provisions of the Original Administration

Agreement shall be and hereby are amended and restated in their entirety by the

terms and provisions of this Agreement.




 




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IN WITNESS WHEREOF, the parties have caused this

Administration Agreement to be duly executed and delivered as of the day and

year first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING LLC, as Issuer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ MONICA J. BURKE


  
	

   


  	

   


  	

  Name:


  	

  Monica J. Burke


  
	

   


  	

   


  	

  Title:


  	

  Chief Financial Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  BARCLAYS BANK PLC, as Administrative Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ PIERRE DULEYRIE


  
	

   


  	

   


  	

  Name:


  	

  Pierre Duleyrie


  
	

   


  	

   


  	

  Title:


  	

  Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  WILLIS LEASE FINANCE CORPORATION, as Servicer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ DONALD A. NUNEMAKER


  
	

   


  	

   


  	

  Name:


  	

  Donald A. Nunemaker


  
	

   


  	

   


  	

  Title:


  	

  Executive Vice President


  Chief Operating Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK, not in its individual capacity

  but solely as Indenture Trustee


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ SCOTT J. TEPPER


  
	

   


  	

   


  	

  Name:


  	

  Scott J. Tepper


  
	

   


  	

   


  	

  Title:


  	

  Assistant Vice President