Exhibit 10.32




 




SUBCLASS A-2 NOTE

PURCHASE AGREEMENT




 




 




among




 




 




WILLIS ENGINE FUNDING

LLC,


as Issuer




 




 




WILLIS LEASE FINANCE

CORPORATION,


as Servicer




 




 




SHEFFIELD RECEIVABLES

CORPORATION,


as Subclass A-2 Note Purchaser




 




 




and




 




 




BARCLAYS BANK PLC,
 as Purchaser’s Agent




 




 




dated as of December 13,

2002




 




 





























 




TABLE OF CONTENTS




 




	

  ARTICLE

  I


  DEFINITIONS


  
	

   


  
	

  SECTION 1.01.  Certain Defined Terms


  
	

  SECTION 1.02.  Other Definitional Provisions.


  
	

   


  
	

  ARTICLE II


  PURCHASE AND SALE


  
	

  SECTION 2.01.  Sale and Delivery of the Subclass A-2 Note


  
	

  SECTION 2.02.  Acceptance and Custody of Series 2002-1

  Subclass A-2 Note


  
	

  SECTION 2.03.  Funding of Loans.


  
	

  SECTION 2.04.  The Initial Funding, Subsequent Fundings

  and Incremental Fundings.


  
	

  SECTION 2.05.  Reduction of the Subclass A-2 Maximum

  Limit


  
	

  SECTION 2.06.  Determination of Interest


  
	

  SECTION 2.07.  Payments, Computations, Etc.


  
	

  SECTION 2.08.  Increased Costs


  
	

  SECTION 2.09.  Increased Capital.


  
	

  SECTION 2.10.  Taxes.


  
	

   


  
	

  ARTICLE III


  CONDITIONS PRECEDENT TO OBLIGATION OF THE PURCHASER


  
	

  SECTION 3.01.  Conditions Precedent to Initial Purchase


  
	

  SECTION 3.02.  Conditions Precedent to All Fundings


  
	

  SECTION 3.03.  Conditions Precedent to Initial Funding

  and Each Incremental Funding


  
	

   


  
	

  ARTICLE IV


  REPRESENTATIONS AND WARRANTIES


  
	

  SECTION 4.01.  Representations and Warranties of the

  Issuer


  
	

  SECTION 4.02.  Representations and Warranties and

  Agreements of WLFC


  
	

   


  
	

  ARTICLE

  V


  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


  
	

  SECTION 5.01.  Organization


  
	

  SECTION 5.02.  Authority, etc


  
	

  SECTION 5.03.  Securities Act.


  
	

  SECTION 5.04.  Investment Company Act.


  
	

   


  
	

  ARTICLE VI


  COVENANTS OF THE ISSUER


  
	

  SECTION 6.01.  [Reserved]


  
	

  SECTION 6.02.  Information from the Issuer


  
	

  SECTION 6.03.  Access to Information


  
	

  SECTION 6.04.  Security Interests; Further Assurances


  
	

  SECTION 6.05.  Covenants


  
	

  SECTION 6.06.  Securities Act


  





 




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  ARTICLE VII


  MUTUAL COVENANTS AND AGREEMENTS


  
	

  SECTION 7.01.  Legal Conditions to Closing


  
	

  SECTION 7.02.  Expenses and Fees


  
	

  SECTION 7.03.  Mutual Obligations


  
	

   


  
	

  ARTICLE VIII


  INDEMNIFICATION


  
	

  SECTION 8.01.  Indemnification by the Issuer


  
	

  SECTION 8.02.  Procedure


  
	

  SECTION 8.03.  Defense of Claims


  
	

   


  
	

  ARTICLE IX


  THE PURCHASERS’ AGENT


  
	

  SECTION 9.01.  Authorization and Action


  
	

  SECTION 9.02.  Purchaser’s Agent’s Reliance, Etc


  
	

  SECTION 9.03.  Purchaser’s Agent and Affiliate


  
	

  SECTION 9.04.  Indemnification


  
	

  SECTION 9.05.  Purchase Decision


  
	

  SECTION 9.06.  Successor Purchaser’s Agent


  
	

   


  
	

  ARTICLE

  X


  MISCELLANEOUS


  
	

  SECTION

  10.01.  Amendments


  
	

  SECTION

  10.02.  Notices


  
	

  SECTION

  10.03.  No Waiver; Remedies


  
	

  SECTION

  10.04.  Binding Effect; Assignability


  
	

  SECTION

  10.05.  Provision of Documents and

  Information


  
	

  SECTION

  10.06.  GOVERNING LAW; JURISDICTION


  
	

  SECTION

  10.07.  No Proceedings.


  
	

  SECTION

  10.08.  Execution in Counterparts


  
	

  SECTION

  10.09.  No Recourse


  
	

  SECTION

  10.10.  Limited Recourse


  
	

  SECTION

  10.11.  Survival


  
	

  SECTION

  10.12.  Third-Party Beneficiaries


  
	

  SECTION

  10.13.  Appointment of Agent for

  Service of Process


  





 




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  SCHEDULES


  	

   


  
	

   


  	

   


  
	

  SCHEDULE 1


  	

  Addresses for Delivery of Payments


  
	

   


  	

   


  
	

  SCHEDULE 2


  	

  Conditions Precedent to Initial Purchase


  
	

   


  	

   


  
	

  EXHIBITS


  	

   


  
	

   


  	

   


  
	

  EXHIBIT A


  	

  Form of Loan Request


  





 




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SUBCLASS

A-2 NOTE PURCHASE AGREEMENT (“Subclass A-2 Note Purchase Agreement”)

dated as of December 13, 2002, among WILLIS ENGINE FUNDING LLC (the “Issuer”),

WILLIS LEASE FINANCE CORPORATION (the “Servicer”), SHEFFIELD RECEIVABLES

CORPORATION, as a Subclass A-2 Note Purchaser (the “Subclass A-2 Note

Purchaser”), and BARCLAYS BANK PLC, as the Purchaser’s Agent (in such

capacity, the “Purchaser’s Agent”).




 




The

parties hereto agree as follows:




 




ARTICLE I


DEFINITIONS




 




SECTION 1.01.  Certain Defined Terms.  Capitalized terms used herein without

definition shall have the meanings set forth in Exhibit B to the Indenture (as

defined below), as applicable. 

Additionally, the following terms shall have the following meanings:




 




“Affected

Person” means the Purchaser’s Agent, each Owner, and each of their

respective Affiliates, successors and assigns.




 




“Base Indenture”

means the Amended and Restated Indenture dated as of December 13, 2002, between

the Issuer, as issuer, and the Indenture Trustee, as indenture trustee.




 




“Class A Notes”

means, collectively, the $180,000,000 in stated principal amount of the

Issuer’s Subclass A-1 Notes dated December 13, 2002 and issued pursuant to the

Subclass A-1 Note Purchase Agreement and the $45,000,000 in stated principal

amount of the Issuer’s Subclass A-2 Notes dated December 13, 2002 and issued

pursuant to the Subclass A-2 Note Purchase Agreement.




 




“Class B Notes”

means, collectively, the $20,000,000 in stated principal amount of the Issuer’s

Subclass B-1 Notes dated December 13, 2002 and issued pursuant to the Subclass

B-1 Note Purchase Agreement and the $5,000,000 in stated principal amount of

the Issuer’s Subclass B-2 Notes dated December 13, 2002 and issued pursuant to

this Subclass B-2 Note Purchase Agreement.




 




“Commercial Paper

Notes” means short-term promissory notes issued or to be issued by

Sheffield Receivables Corporation.




 




“Commitment

Termination Date” means March 31, 2003.




 




“Deal Documents”

means the Series 2002-1 Transaction Documents and each other document,

agreement, certificate, schedule or other writing entered into or delivered in

connection with the foregoing, as the same may be amended, supplemented,

restated, replaced or otherwise modified from time to time.




 




“Dollars” or “$”

means the lawful currency of the United States of America.




 




“Exchange Act”

means the Securities Exchange Act of 1934, as amended.




 





























 




“Excluded Taxes”

has the meaning specified in Section 2.10(a) hereof.




 




“Federal Bankruptcy

Code” means the bankruptcy code of the United States of America codified in

Title 11 of the United States Code.




 




“Funding” means a

funding by the Subclass A-2 Note Purchaser of a Loan to the Issuer pursuant to

Article II.




 




“Funding Date”

means as to the initial Funding, the Effective Date, and as to any Incremental

Funding, any Business Day that is (i) at least one (1) calendar week following

the immediately preceding Funding Date and (ii) two (2) Business Days

immediately following the receipt by the Purchaser’s Agent of a written request

by the Issuer to obtain a Loan, such notice to be in the form of Exhibit A

hereto and to conform to requirements of Section 3.02 hereof.




 




“Governmental Actions”

means any and all consents, approvals, permits, orders, authorizations,

waivers, exceptions, variances, exemptions or licenses of, or registrations,

declarations or filings with, any Governmental Authority required under any

Governmental Rules.




 




“Governmental Rules”

means any and all laws, statutes, codes, rules, regulations, ordinances,

orders, writs, decrees and injunctions, of any Governmental Authority and any

and all legally binding conditions, standards, prohibitions, requirements and

judgments of any Governmental Authority.




 




“Increased Costs”

has the meaning specified in Section 2.08 hereof.




 




“Incremental Funding”

means any Funding that increases the aggregate outstanding Subclass A-2 Note

Principal Balance.




 




“Indemnified Party”

has the meaning specified in Section 8.01 hereof.




 




“Indenture” means

the Base Indenture, as supplemented by the Indenture Supplement, as the same

may be amended and supplemented from time to time.




 




“Indenture Supplement”

means the Amended and Restated Series 2002-1 Supplement dated as of December

13, 2002, between the Issuer and the Indenture Trustee, as the same may be

amended, supplemented or otherwise modified from time to time.




 




“Interpretation”

as used in Sections 2.08 and 2.09 hereof with respect to any law or

regulation means the interpretation or application of such law or regulation by

any governmental authority (including, without limitation, any entity

exercising executive, legislative, judicial, regulatory or administrative

functions of or pertaining to government), central bank, accounting standards

board, financial services industry advisory body or any comparable entity.




 




“Investment Company

Act” means the United States Investment Company Act of 1940, as amended.




 




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“Issuer Documents”

has the meaning specified in Section 4.01(ii) hereof.




 




“Liquidity Agreement”

means the Revolving Asset Purchase Agreement dated as of December

    , 2002, among the Subclass A-2 Note Purchaser, the

Purchaser’s Agent and the additional Sheffield Purchasers, if any, named

therein, as the same may be amended, supplemented or otherwise modified from

time to time.




 




“Liquidity Providers”

means the banks at any time party to the Liquidity Agreement.




 




“Loan Request”

means any request by the Issuer pursuant to Section 2.04(b) and in the form of

Exhibit A.




 




“Losses” has the

meaning specified in Section 8.01 hereof.




 




“Notes” means the

Class A Notes and the Class B Notes.




 




“Other Taxes”

means any present or future stamp or documentary taxes or any other excise or

property taxes, charges or similar levies that arise from any payment or

deposit required to be made hereunder, under the Indenture or from the

execution, delivery or registration of, or otherwise with respect to, any of

the foregoing.




 




“Owner” shall mean

the Subclass A-2 Note Purchaser and each other Person (including a participant

to the extent of its undivided interest) that has purchased, or has entered

into a commitment to purchase, the Subclass A-2 Note, or an interest therein,

from the Class A Note Purchaser whether pursuant to a Liquidity Agreement or

otherwise.




 




“Purchase” means

the initial purchase by the Subclass A-2 Note Purchaser of the Subclass A-2

Note from the Issuer.




 




“Purchaser” means

Sheffield Receivables Corporation.




 




“Purchaser’s Agent”

means Barclays Bank PLC.




 




“Requirement of Law”

means, as to any Person, any law (statutory or common), treaty, rule or

regulation or determination of an arbitrator or of a Governmental Authority, in

each case applicable to or binding upon such Person or any of its property or

to which such Person or any of its property is subject.




 




“Section 2.10(a)

Amount” has the meaning specified in Section 2.10(a) hereof.




 




“Sheffield Owners”

means the Subclass A-2 Note Purchaser and the Sheffield Purchasers.




 




“Sheffield Purchasers”

means each of the purchasers from time to time party to the Liquidity

Agreement.




 




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“Subclass A-2

Increased Costs” shall mean, with respect to any Interest Accrual Period,

an amount equal to the sum of (a) the aggregate amount payable to all Affected

Persons pursuant to Sections 2.08, 2.09 and 2.10 of this Agreement in respect

of such Interest Accrual Period and (b) the aggregate of such amounts with

respect to prior Interest Accrual Periods which remain unpaid.




 




“Subclass A-2 Note

Purchaser” means Sheffield Receivables Corporation, in its capacity as a

Subclass A-2 Note Purchaser.




 




“Taxes” has the

meaning specified in Section 2.10(a) hereof.




 




“Termination Date”

means the earliest of (a) the date of the occurrence of an Early Amortization

Event and (b) the Commitment Termination Date.




 




“Third Party Claim”

has the meaning specified in Section 8.02 hereof.




 




“United States”

means the United States of America.




 




“WLFC Documents”

has the meaning specified in Section 4.02(i) hereof.




 




SECTION 1.02.  Other Definitional Provisions.




 




(a)           All terms defined in this Subclass

A-2 Note Purchase Agreement shall have the defined meanings when used in any

certificate or other document made or delivered pursuant hereto unless

otherwise defined therein.




 




(b)           As used herein and in any certificate

or other document made or delivered pursuant hereto or thereto, accounting

terms not defined in Section 1.01, have the meanings assigned to them in

accordance with generally accepted accounting principles in the United States.




 




(c)           The words “hereof,” “herein” and

“hereunder” and words of similar import when used in this Subclass A-2 Note

Purchase Agreement shall refer to this Subclass A-2 Note Purchase Agreement as

a whole and not to any particular provision of this Subclass A-2 Note Purchase

Agreement; and Section, subsection, Schedule and Exhibit references contained

in this Subclass A-2 Note Purchase Agreement are references to Sections,

subsections, Schedules and Exhibits in or to this Subclass A-2 Note Purchase

Agreement unless otherwise specified.




 




ARTICLE II


PURCHASE AND SALE




 




SECTION 2.01.  Sale and Delivery of the Subclass A-2

Note.  In reliance on the

representations, warranties and agreements set forth in this Agreement and

subject to the terms and conditions herein set forth, the Issuer agrees to

sell, transfer and deliver to the Purchaser’s Agent on behalf of the Subclass

A-2 Note Purchaser on the Effective Date,  the Subclass A-2 Note with a maximum

aggregate principal amount of $45,000,000, which Subclass A-2 Note shall be

duly executed by the Issuer, duly authenticated by the Indenture Trustee and

registered




 




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 in the name of

the Purchaser’s Agent on behalf of the Subclass A-2 Note Purchaser.  The actual outstanding principal balance of

the Subclass A-2 Note will be increased and decreased from time to time in

accordance with the terms hereof and of the Indenture Supplement.  The Subclass A-2 Note will be delivered to

the Purchaser’s Agent against payment of the amount of the Loan related to the

initial Funding made pursuant to Section 2.04.




 




SECTION 2.02.  Acceptance and Custody of Series 2002-1

Subclass A-2 Note.  On the Effective

Date, the Purchaser’s Agent shall take delivery of the Subclass A-2 Note and

maintain custody thereof on behalf of the Subclass A-2 Note Purchaser.




 




SECTION 2.03.  Funding of Loans.  On the terms and conditions hereinafter set

forth, the Issuer may, at its option, request Loans from the Subclass A-2 Note

Purchaser.  The Purchaser’s Agent may

act on behalf of and for the benefit of the Subclass A-2 Note Purchaser in this

regard.  The Subclass A-2 Note Purchaser

shall fund Loans from time to time during the period from the date hereof to

but not including the Termination Date; provided, however, that

no Loan shall be funded under this Agreement unless on the applicable Funding

Date a Loan is funded under the Subclass B-2 Note Purchase Agreement in an

amount that is one ninth (1/9) times the amount of the Loan funded under this

Agreement.  Under no circumstances shall

the Subclass A-2 Note Purchaser fund any Loan if after giving effect to such

Funding or Incremental Funding, (i) the aggregate Subclass A-2 Note Principal

Balance outstanding hereunder would (a) exceed the Subclass A-2 Note

Commitment, or (b) exceed the product of (y) nine (9) and (z) the aggregate

Subclass B-2 Note Principal Balance outstanding under the Subclass B-2 Note

Purchase Agreement after giving effect to the Funding or Incremental Funding made

thereunder on the same date or (ii) the Class A Note Principal Balance exceeds

the Class A Note Commitments or (iii) the Aggregate Note Principal Balance

exceeds the sum of the Class A Note Commitments and the Class B Note

Commitments.




 




SECTION 2.04.  The Initial Funding and Incremental

Fundings.




 




(a)           The Subclass A-2 Note shall bear

interest at the applicable Interest Rate as provided in the Indenture.  Subject to the conditions described in

Sections 2.03, 3.01 and 3.02, as applicable, the initial Funding and each

Incremental Funding shall be made in accordance with the procedures described

in Section 2.04(b).




 




(b)           The initial Funding and each

Incremental Funding shall be made, after receipt by the Subclass A-2 Note

Purchaser of a Loan Request delivered by the Issuer to the Purchaser’s Agent at

least two Business Days prior to such proposed Funding Date and each such

notice shall specify (i) the aggregate amount of such initial Funding or

Incremental Funding which amount must satisfy the applicable minimum requirement

set forth in the following sentence and (ii) the date of such Funding or

Incremental Funding.  The Issuer shall

deliver no more than two such notices in any calendar month, and each amount

specified in any such notice must satisfy the following minimum requirements,

as applicable, as a condition to the related Funding, the initial Funding and

each Incremental Funding shall be in an amount equal to $900,000 or an integral

multiple of $9,000 in excess thereof. 

Each notice delivered by the Issuer pursuant to this Section 2.04 shall

be irrevocable.  Following receipt of

such notice, the initial Funding or Incremental Funding will be made by the

Subclass A-2 Note Purchaser.  On the

date of such Funding or Incremental Funding, as the case may be, the Subclass

A-2 Note Purchaser 




 




5





























 




shall,

upon satisfaction of the applicable conditions set forth in Article III, make

available to the Issuer by wire transfer in immediately available funds, at

such bank or other location reasonably designated by Issuer in its Loan Request

given pursuant to this Section 2.04(b) an amount equal to the amount of such

Loan related to such initial Funding or Incremental Funding, as the case may

be.  Notwithstanding any other provision

of this Section 2.04(b), the Subclass A-2 Note Purchaser shall not be obligated

to fund a Loan under this Agreement from and after the Termination Date.




 




SECTION 2.05.  Reduction of the Subclass A-2 Maximum

Limit.  The Issuer may, upon at

least five Business Days’ notice to the Purchaser’s Agent, terminate in whole

or reduce in part the portion of the Subclass A-2 Maximum Limit that exceeds

the sum of the aggregate Subclass A-2 Note Principal Balance and interest

accrued and to accrue thereon through the date of payment; provided, however,

that each partial reduction of the Subclass A-2 Maximum Limit shall be in an

aggregate amount equal to $100,000 or an integral multiple thereof; and provided

further, however, that each partial reduction of the Subclass A-2

Maximum Limit shall be accompanied by a partial reduction of the Subclass A-2

Maximum Limit under the Subclass A-2 Note Purchase Agreement in an amount equal

to nine (9) times the amount of the partial reduction hereunder.  Each notice of reduction or termination

pursuant to this Section 2.05 shall be irrevocable.




 




SECTION 2.06.  Determination of Interest.  The Purchaser’s Agent shall determine the

Interest (including unpaid Interest, if any, due and payable on a prior Payment

Date) on the Subclass A-2 Note to be paid on each Payment Date for the

applicable Interest Accrual Period and shall advise the Issuer and the

Indenture Trustee thereof prior to 2:00 p.m. (New York City time) on the

related Determination Date.




 




SECTION 2.07.  Payments, Computations, Etc.




 




(a)           Unless otherwise expressly provided

herein, all amounts to be paid or deposited by the Issuer or the Servicer

hereunder shall be paid or deposited in accordance with the terms hereof no

later than 11:00 a.m. (New York City time) on the day when due in lawful money

of the United States in immediately available funds to an account maintained by

the Subclass A-2 Note Purchaser as shown on Schedule 1 hereto, or such

other account designated from time to time by the Subclass A-2 Note Purchaser.  The Issuer shall, to the extent permitted by

law, pay to the Subclass A-2 Note Purchaser Default Interest at the Overdue

Rate as provided in the Indenture; provided, however, that such interest rate

shall not at any time exceed the maximum rate permitted by applicable law.  All computations of interest and other fees

hereunder shall be made on the basis of a year of 360 days for the actual

number of days (including the first but excluding the last day) elapsed.




 




(b)           Whenever any payment hereunder shall

be stated to be due on a day other than a Business Day, such payment shall be

made on the next succeeding Business Day, and such extension of time shall in

such case be included in the computation of payment of Interest or any fee

payable hereunder, as the case may be.




 




(c)           If any Funding or Incremental Funding

requested by the Issuer and approved by the Subclass A-2 Note Purchaser

pursuant to Section 2.04, is not, for any reason 




 




6





























 




whatsoever

related to a default or nonperformance by the Issuer, made or effectuated, as

the case may be, on the date specified therefor, the Issuer shall indemnify the

Subclass A-2 Note Purchaser against any reasonable loss, cost or expense

incurred by the Subclass A-2 Note Purchaser, including, without limitation, any

loss (excluding loss of anticipated profits), cost or expense incurred by

reason of the liquidation or reemployment of deposits or other funds acquired

by the Subclass A-2 Note Purchaser to fund or maintain such Funding or

Incremental Funding, as the case may be, during such Interest Accrual Period.




 




SECTION 2.08.  Increased Costs.  If due to the introduction of or any change

(including, without limitation, any change by way of imposition or increase of

reserve requirements) in or in the Interpretation of any law or regulation or

the imposition of any guideline or request from any central bank or other

Governmental Authority after the date hereof reflecting such change, there

shall be an increase in the cost to an Affected Person of making or maintaining

any investment in the Subclass A-2 Note or any interest therein or of agreeing

to purchase or invest in the Subclass A-2 Note or any interest therein, as the

case may be (other than by reason of any Interpretation of or introduction of

or change in laws or regulations relating to Taxes or Excluded Taxes), such

Affected Person shall promptly submit to the Issuer, the Servicer and, if such

Person is not the Purchaser’s Agent, the Purchaser’s Agent, a certificate

setting forth in reasonable detail, the calculation of such increased costs

incurred by such Affected Person.  In

determining such amount, such Affected Person may use any reasonable averaging

and attribution methods, consistent with the averaging and attribution methods

generally used by such Affected Person in determining amounts of this

type.  The amount of increased costs set

forth in such certificate (which certificate shall, in the absence of manifest

error, be prima facie evidence as to such amount) shall be included in the

Subclass A-2 Increased Costs for the Interest Accrual Period immediately

succeeding the date on which such certificate was delivered (or if such

certificate was delivered during the last Interest Accrual Period, for such

last Interest Accrual Period) and to the extent remaining outstanding, each

Interest Accrual Period thereafter until paid in full.  The Purchaser’s Agent, out of amounts

received by it in respect of Subclass A-2 Increased Costs for Affected Persons

for any Interest Accrual Period, shall pay such increased costs to such

Affected Persons; provided, however, that if the amount so

distributable in respect of the Subclass A-2 Increased Costs is less than the

aggregate amount payable to all such Affected Persons pursuant to Sections 2.08,

2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such

Affected Persons on a pro rata basis (determined by the amount owed to each).




 




SECTION 2.09.  Increased Capital.  If the introduction of or any change in or

in the Interpretation of any law or regulation or the imposition of any

guideline or request from any central bank or other governmental authority

reflecting such change after the date hereof affects or would affect the amount

of capital required or expected to be maintained by any Affected Person, and

such Affected Person determines that the amount of such capital is increased as

a result of (i) the existence of the Subclass A-2 Note Purchaser’ agreement to

make or maintain an investment in the Subclass A-2 Note or any interest therein

and other similar agreements or facilities, or (ii) the existence of any

agreement by Affected Persons to make or maintain an investment in the Subclass

A-2 Note or any interest therein or to fund any such investment and any other

commitments of the same type, such Affected Person shall promptly submit to the

Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, the

Purchaser’s Agent, a certificate setting forth in reasonable detail, the

calculation of the additional amounts required to 




 




7





























 




compensate such Affected Person in light of such

circumstances.  In determining such

amount, such Affected Person may use any reasonable averaging and attribution

methods, consistent with the averaging and attribution methods generally used

by such Affected Person in determining amounts of this type.  The amount set forth in such certificate

(which certificate shall, in the absence of manifest error, be prima facie

evidence as to such amount) shall be included in the Subclass A-2 Increased

Costs for the Interest Accrual Period immediately succeeding the date on which

such certificate was delivered (or if such certificate was delivered during the

last Interest Accrual Period, for such last Interest Accrual Period), and to

the extent remaining outstanding, each Accrual Period thereafter until paid in

full.  The Purchaser’s Agent, out of

amounts received by it in respect of Subclass A-2 Increased Costs for Affected

Persons for any Interest Accrual Period, shall pay such increased costs to such

Affected Persons; provided, however, that if the amount so

distributable in respect of the Subclass A-2 Increased Costs is less than the

aggregate amount payable to all such Affected Persons pursuant to Sections

2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among

such Affected Persons on a pro rata basis (determined by the amount owed to

each).




 




SECTION 2.10.  Taxes.  (a) Any and all payments and deposits required to be made under

this Agreement, the Subclass A-2 Note or the Indenture by the Issuer or the

Indenture Trustee to or for the benefit of an Owner shall be made, to the

extent allowed by law, free and clear of and without deduction for any and all

present or future taxes, levies, imposts, deductions, charges or withholdings,

and all liabilities with respect thereto, now or hereafter imposed, levied,

collected, withheld or assessed by any Governmental Authority.  If, as a result of any change in law, treaty

or regulation or in the interpretation or administration thereof by any

governmental or regulatory agency or body charged with the administration or

interpretation thereof, or the adoption of any law, treaty or regulation, any

taxes, levies, imposts, duties, charges or fees are required to be withheld

from any amount payable to any Owner hereunder, the amount so payable to such

Owner shall be increased to the extent necessary to yield to such Owner (after

payment of all taxes, levies, imposts, duties, charges or fees) the amount stated

to be payable to such Owner hereunder (such increase and any similar increase

described in Section 2.10(d), a “Section 2.10(a) Amount”); provided, however,

that this sentence shall not apply with respect to (i) income taxes (including,

without limitation, branch profits taxes, minimum taxes and taxes computed

under alternative methods, at least one of which is based on net income) and

franchise taxes that are based on income or any other tax upon or measured by

income or gross receipts imposed on any Owner, in each case, as a result of a

present or former connection (other than any connection arising out of the

transactions contemplated by this Agreement) between the jurisdiction of the

government or taxing authority imposing such tax and such Owner; (ii) any

taxes, levies, imposts, duties, charges or fees that would not have been

imposed but for the failure by such Owner to provide and keep current any

certification or other documentation permitted by applicable law to be

delivered by such Owner and required to qualify for an exemption from or

reduced rate thereof; (iii) any taxes, levies, imposts, duties, charges or fees

imposed as a result of a change by any Owner of the office through which the

Subclass A-2 Note or any interest therein hereunder is acquired, accounted for

or booked as a result of the sale, transfer or assignment by any Owner of its

interest hereunder, other than any such taxes, levies, imposts, duties, charges

or fees imposed as a result of any such change or adoption occurring after any

such Subclass A-2 Note or interest therein is acquired, accounted for or

booked; (iv) taxes measured by income, gross receipts, assets or capital of any

Owner by the taxing authority of the jurisdiction where such Owner is

organized, incorporated, managed, controlled or is 




 




8





























 




considered to be doing business or in which it

maintains an office, branch or agency (other than Taxes imposed on the gross

amount of any payments made to under this Agreement without regard to such

place of origination or incorporation, such management or control, the conduct

of such business or the maintenance of such office, branch or agency); (v) any

Taxes imposed on such Owner as a result of payments not related to this Agreement;

and (vi) any withholding tax with respect to any Owner (all such exclusions

being hereinafter called “Excluded Taxes” and all other taxes, levies, imposts,

duties, charges or fees being hereinafter called “Taxes”).  To the extent that any Owner actually realizes

a tax benefit on its income tax returns (whether by reason of a deduction,

credit or otherwise) (a “Tax Benefit”) for a given year that is attributable to

the payment by the Issuer or the Indenture Trustee of any such Taxes on behalf

of such Owner, such Owner shall reimburse the Issuer for the amount of such Tax

Benefit, it being understood that the taking of any action to realize any Tax

Benefit shall be within the sole discretion of such Owner; provided, however,

that for purposes of reimbursing the Issuer, such Owner shall calculate the

amount of the Tax Benefit realized that is attributable to the Issuer’s or the

Indenture Trustee’s payment of such Taxes on behalf of such Owner as if such

Owner realized or received such Tax Benefit pro rata with all other Tax

Benefits available to it for such year.




 




(b)           Each of the Issuer and, to the extent

not prohibited by applicable law (including the Code), each Owner agrees that,

with respect to all Federal, state and local income franchise taxes, it will treat

the Subclass A-2 Note as indebtedness. 

Each Owner not organized under the laws of the United States or a State

thereof covenants that to the extent that it is entitled to receive payments

under this Agreement without deduction or withholding of any United States

federal income taxes (other than Withholding Taxes) because such income is

effectively connected with a United States trade or business, it will continue

to hold the Subclass A-2 Note in connection with a United States trade or

business for so long as it is an Owner.




 




(c)           Any Section 2.10(a) Amounts payable

to an Owner hereunder shall be included in the Subclass A-2 Increased Costs (i)

for the Interest Accrual Period in respect of which the payment subject to

withholding is made and (ii) to the extent remaining outstanding, each Interest

Accrual Period thereafter until paid in full. 

The Purchaser’s Agent, out of amounts received by it in respect of

Subclass A-2 Increased Costs for Affected Persons for any Interest Accrual

Period, shall pay such increased costs to such Affected Persons; provided,

however, that if the amount so distributable in respect of the Subclass

A-2 Increased Costs is less than the aggregate amount payable to all such

Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting

shortfall shall be allocated among such Affected Persons on a pro rata basis

(determined by the amount owed to each).




 




(d)           If, in connection with an agreement

or other document providing liquidity support, credit enhancement or other similar

support to any Owner in connection with this Agreement or the funding or

maintenance of its interest in the Subclass A-2 Note or any interest therein

hereunder, such Owner is required to compensate a bank or other financial

institution in respect of Taxes under circumstances similar to those described

in this Section 2.10, then the amounts payable to such Owner hereunder shall be

increased to the extent necessary to yield to such Owner (after payment of all

Taxes to such bank or other financial institutions) the amount stated to be

payable to such Owner hereunder.




 




9





























 




ARTICLE III


CONDITIONS PRECEDENT TO OBLIGATION OF THE PURCHASER




 




SECTION 3.01.  Conditions Precedent to Initial Purchase.  The initial Purchase hereunder is subject to

the condition precedent that the Purchaser’s Agent shall have received on or

before the date of such purchase the items listed in Schedule 2, each

(unless otherwise indicated) dated such date, in form and substance satisfactory

to the Purchaser’s Agent and the Subclass A-2 Note Purchaser.




 




SECTION 3.02.  Conditions Precedent to All Fundings.  Each Funding (including the initial Funding)

by the Subclass A-2 Note Purchaser and each Incremental Funding (each, a

“Transaction”) shall be subject to the further conditions precedent that (a)

with respect to any Funding (including the initial Funding) or Incremental

Funding, the Servicer shall have delivered to the Purchaser’s Agent, on or

prior to the date of such Funding or Incremental Funding in form and substance

satisfactory to the Purchaser’s Agent, a Loan Request substantially in the form

of Exhibit A, and containing such additional information as may be

reasonably requested by the Purchaser’s Agent; (b) on the date of such Transaction

the following statements shall be true and the Issuer shall be deemed to have

certified that:




 




(i)            The representations and warranties

contained in Sections 4.01 and 4.02 are true and correct on and as of such day

as though made on and as of such date;




 




(ii)           No event has occurred and is

continuing, or would result from such Transaction which constitutes an Early

Amortization Event;




 




(iii)          On and as of such day, after giving

effect to such Transaction, the outstanding Subclass A-2 Note Principal Balance

does not exceed the Subclass A-2 Note Commitment and the outstanding Aggregate

Note Principal Balance does not exceed the sum of the Class B Note Commitments

and the Class A Note Commitments;




 




(iv)          On and as of such day, the Issuer and

the Servicer each has performed all of the agreements contained in this

Agreement to be performed by such person at or prior to such day;




 




(v)           No law or regulation shall prohibit,

and no order, judgment or decree of any federal, state or local court or

governmental body, agency or instrumentality shall prohibit or enjoin, the

making of such Loan, remittance of collections or Incremental Funding by the

Subclass A-2 Note Purchaser in accordance with the provisions hereof;




 




(vi)          McAfee & Taft shall have delivered

to the Purchaser’s Agent its written opinion, dated the applicable Transfer

Date, which shall state that it may be relied upon by subsequent Subclass A-2

Noteholders, in form and substance satisfactory to the Purchaser’s Agent and

the Subclass A-2 Note Purchaser, with respect to FAA and recordation matters;

and




 




(vii)         on the date of such Transaction, the

Purchaser’s Agent shall have received such other approvals, opinions or

documents as the Purchaser’s Agent may reasonably require.




 




10





























 




SECTION 3.03.  Conditions Precedent to Initial Funding

and Each Incremental Funding.  The

initial Funding and each Incremental Funding are subject to the condition

precedent, in addition to the conditions precedent set forth in Section 3.02

hereof, that the Issuer shall have delivered, or shall have caused to be

delivered, to each designated recipient named in Schedule G to the Indenture

Supplement, each of the Funding Deliverables scheduled to be delivered

thereunder on or before the Funding Date of such Funding.




 




ARTICLE IV


REPRESENTATIONS AND WARRANTIES




 




SECTION 4.01.  Representations and Warranties of the

Issuer.  The Issuer represents (as

of the Effective Date and as of each date on which a Loan is made by the

Subclass A-2 Noteholders pursuant to the Supplement, unless otherwise

indicated) and warrants to, and agrees with, the Subclass A-2 Note Purchaser

that:




 




(i)            The Issuer is a limited liability

company duly organized, validly existing and in good standing under the laws of

the State of Delaware, with its chief executive office located at 2320

Marinship Way, Suite 300, Sausalito, California 94965, and has the power to own

its assets and to engage in the activities in which it is presently engaged and

is duly qualified and in good standing under the laws of each jurisdiction

where its ownership of property or the conduct of its activities requires such

qualification, if the failure to so qualify would have a material adverse

effect on the financial condition of the Issuer or on the enforceability of the

Subclass A-2 Note or the ability of the Issuer to perform its obligations under

this Agreement and the other Related Documents to which it is a party.  One hundred percent of the beneficial

ownership of the Issuer is owned by Willis Lease Finance Corporation

(“WLFC”).  The Issuer has no

subsidiaries other than WLFC Funding (Ireland) Limited;




 




(ii)           The Issuer has the power, authority

and legal right to execute, deliver and perform its obligations under this

Agreement and the other Related Documents to which it is a party (collectively,

the “Issuer Documents”); the execution, delivery, and performance of the Issuer

Documents by the Issuer have been duly authorized by the Issuer by all

necessary action, the Issuer Documents, other than the Subclass A-2 Notes and

the Subclass B-2 Notes, have been duly executed and delivered by the Issuer,

and each of the Subclass A-2 Notes and the Subclass B-2 Notes, when issued in

accordance with the terms hereof and of the Indenture and the Supplement, will

have been duly executed and delivered;




 




(iii)          Each of the Issuer Documents (other

than the Subclass A-2 Notes and the Subclass B-2 Notes), assuming due

authorization, execution and delivery by the other parties thereto,

constitutes, and the Subclass A-2 Notes and the Subclass B-2 Notes, when issued

and authenticated in accordance with the terms of the Indenture, will

constitute, a legal, valid and binding obligation of the Issuer, enforceable

against the Issuer in accordance with its terms, except that such enforcement

may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or

other similar laws (whether statutory, regulatory or decisional) now or

hereafter in effect relating to creditors’ rights 




 




11





























 




generally and (B) general principles of equity

(regardless of whether such enforceability is considered in a proceeding in

equity or at law);




 




(iv)          The consummation of the transactions

contemplated by the Issuer Documents and the fulfillment of the terms therein

will not conflict with or result in any breach of any of the terms and

provisions of or constitute (with or without notice, lapse of time or both) a

default under the certificate of formation or limited liability company

agreement of the Issuer, or any indenture, agreement, mortgage, deed of trust,

commitment letter or funding arrangement with any lending institution or

investment bank or other instrument to which the Issuer is a party or by which

it is bound, or result in the creation or imposition of any lien, claim or

encumbrance upon any of its properties pursuant to the terms of such indenture,

agreement, mortgage, deed of trust, commitment letter or funding arrangement

with any lending institution or investment bank or other such instrument, other

than as created pursuant to the Indenture and the Supplement, or violate any

law or, any order, rule or regulation applicable to the Issuer of any court or

of any federal or state regulatory body, administrative agency or other

governmental instrumentality having jurisdiction over the Issuer or any of its

properties and there are no legal or governmental proceedings pending or, to

the best knowledge of the Issuer, threatened or contemplated that would result

in a material modification or revocation thereof;




 




(v)           There are no litigation, proceedings

or investigations to which the Issuer, or any Affiliate of the Issuer, is a

party pending, or, to the knowledge of Issuer, threatened, before any court,

regulatory body, administrative agency or other tribunal or governmental

instrumentality (A) asserting the invalidity of the Class B Notes or the Class

A Notes or the other Issuer Documents, (B) seeking to prevent the issuance of

the Subclass A-2 Note or the consummation of any of the transactions contemplated

by the other Issuer Documents, or (C) seeking any determination or ruling that

would materially and adversely affect the performance by the Issuer of its

obligations under, or the validity or enforceability of, the Class B Notes or

the Class A Notes or the other Issuer Documents;




 




(vi)          All approvals, authorizations,

consents, orders or other actions of any person, corporation or other

organization, or of any court, governmental agency or body or official,

required in connection with the execution and delivery of the Issuer Documents

by the Issuer and with the valid and proper authorization, issuance and sale of

the Class B Notes and the Class A Notes pursuant to this Agreement, have been

or will be taken or obtained on or prior to the Effective Date;




 




(vii)         No written materials delivered to the

Subclass A-2 Note Purchaser by or on behalf of the Issuer in connection with

the sale of the Subclass A-2 Note contain any untrue statement of a material

fact or omit a material fact necessary to make the statements contained therein

or herein not misleading.  There is no

fact peculiar to the Issuer or any Affiliate of the Issuer or, to the knowledge

of the Issuer, any Lease Agreement, Lessee or Engine which the Issuer has not

disclosed to the Purchaser’s Agent in writing which materially adversely

affects or, so far as the Issuer can now reasonably 




 




12





























 




foresee, will materially adversely affect the ability

of the Issuer to perform the transactions contemplated hereby and by the other

Related Documents;




 




(viii)        Each supplement to the List of Engines

will be made available to the Purchaser’s Agent by the Issuer and will be

complete as of the date thereof and will include an accurate (in all material

respects) description of the Engines;




 




(ix)           The representations and warranties

made by the Issuer in the Issuer Documents are true and correct in all material

respects and the Subclass A-2 Note Purchaser shall be entitled to rely on such

representations and warranties;




 




(x)            Any taxes, fees and other

governmental charges payable by the Issuer in connection with the execution and

delivery of the Issuer Documents, the pledge of the Collateral to the Indenture

Trustee, and the execution, delivery and sale of the Class B Notes and the

Class A Notes, have been paid;




 




(xi)           To the extent the Exchange Act may be

deemed to apply to the Class B Notes and the Class A Notes and the Loans, none

of the transactions contemplated in the Issuer Documents (including, without

limitation thereof; the use of the proceeds from the sale of the Subclass A-2

Note) will violate or result in a violation of Section 7 of the Exchange Act,

or any regulations issued pursuant thereto;




 




(xii)          Concurrently with the execution and

delivery of this Agreement, the Issuer is executing no other note purchase

agreement with respect to the Subclass A-2 Note;




 




(xiii)         The Issuer is not an “investment

company” within the meaning of the Investment Company Act of 1940, as amended;




 




(xiv)        For so long as the Series 2002-1 Class A

and Class B Notes are the only Notes outstanding under the Indenture, each of

the Indenture and the Supplement need not be qualified as an “indenture”

pursuant to the terms of the Trust Indenture Act of 1939, as amended;




 




(xv)         The Issuer has not taken and will not

take, directly or indirectly, any action, prohibited by Rules 101 and 102 under

Regulation M of the Securities and Exchange Commission in connection with the

offering of the Class B Notes and the Class A Notes;




 




(xvi)        To the extent that the Securities Act

may be deemed to apply to the Class B Notes and the Class A Notes and the

Loans, neither the Issuer nor any affiliate (as defined in Rule 501(b) of

Regulation D under the Securities Act (“Regulation D”)) of the Issuer has

directly, or through any agent, including, without limitation, the Purchaser’s

Agent, (i) sold, offered for sale, solicited offers to buy or otherwise

negotiated in respect of; any security (as defined in the Securities Act) which

is or will be integrated with the sale of the Class B Notes and the Class A

Notes in a manner that would render the issuance and sale of the Class A Notes

or the Class B Notes a violation of the Securities Act or require the

registration of the Class B Notes or the Class A Notes under the Securities Act

or (ii) engaged in any form of general solicitation or general advertising 




 




13





























 




(within the meaning of Regulation D) in connection

with the offering of the Class B Notes and the Class A Notes;




 




(xvii)       To the extent that the Securities Act may

be deemed to apply to the Class B Notes and the Class A Notes and the Loans, it

is not necessary in connection with the offer, sale and delivery of the Class B

Notes and the Class A Notes in the manner contemplated by this Agreement or the

Subclass A-1 Note Purchase Agreement or the Class B Notes in the manner

contemplated by the Class B Note Purchase Agreements to register the Class B

Notes or the Class A Notes under the Securities Act assuming that the Subclass

A-2 Note Purchaser is an “accredited investor” as defined in Regulation D under

the Securities Act;




 




(xviii)      No event has occurred and is continuing

that constitutes, or with the passage of time or the giving of notice or both

would constitute, an Early Amortization Event under, and as defined in, the

Indenture.  The Issuer is not in

violation of any agreement, charter instrument, bylaw or other instrument to

which they are a party or by which they are or may be bound;




 




(xix)         The aggregate amount of Scheduled Payments

payable by the Lessees under the Lease Agreements during each Collection Period

is sufficient to pay the monthly Servicing Fee, and the principal and interest

on the Class B Notes and the Class A Notes, as such payments become due and

payable, in accordance with the Indenture;




 




(xx)          The Issuer agrees that it will not

directly or indirectly, sell or offer to sell the Class B Notes or the Class A

Notes or similar security in a manner that would render the issuance and sale

of the Class B Notes or the Class A Notes pursuant to this Agreement a

violation of Section 5 of the Securities Act.




 




SECTION 4.02.  Representations and Warranties and

Agreements of WLFC.  WLFC hereby

represents (as of the Effective Date and as of each date on which a Loan is

made by a Subclass A-2 Noteholder pursuant to the Indenture Supplement, unless

otherwise indicated) and warrants to, and agrees with, the Subclass A-2 Note

Purchaser that:




 




(i)            The representations and warranties

made by WLFC in this Subclass A-2 Note Purchase Agreement, the Subclass A-1

Note Purchase Agreement, the Class B Note Purchase Agreements, the Guaranty,

the Contribution and Sale Agreement, the Servicing Agreement and any other

Related Document to which it is a party (collectively, the “WLFC Documents”) are

true and correct in all material respects and the Subclass A-2 Note Purchaser

shall be entitled to rely on such representations and warranties;




 




(ii)           No written materials delivered to the

Subclass A-2 Note Purchaser by or on behalf of WLFC in connection with the sale

of the Class B Notes or the Class A Notes contain any untrue statement of a

material fact or omit a material fact necessary to make the statements

contained therein or herein not misleading. 

There is no fact peculiar to WLFC or any Affiliate of WLFC or, to the

knowledge of WLFC, any Lease Agreement, Lessee or Engine which WLFC had not

disclosed to the Purchaser’s Agent in writing which materially affects

adversely or, so far as WLFC can now reasonably foresee, will 




 




14





























 




materially affect adversely the ability of WLFC to

perform the transactions contemplated hereby and by the Base Indenture, the

Indenture Supplement, the Servicing Agreement, the Class B Notes or the Class A

Notes;




 




(iii)          Any taxes, fees and other governmental

charges payable by WLFC on or prior to the Effective Date in connection with

the execution and delivery of the WLFC Documents, have been, or will be, paid

on or prior to the Effective Date;




 




(iv)          To the extent that the Exchange Act

may be deemed to apply to the Class B Notes and the Class A Notes and the

Loans, none of the transactions contemplated herein, in the Subclass A-1 Note

Purchase Agreement or in the Class B Note Purchase Agreements (including,

without limitation thereof, the use of the proceeds from the sale of the Class

B Notes and the Class A Notes) will violate or result in a violation of Section

7 of the Exchange Act or any regulations issued pursuant thereto including,

without limitation, Regulations T, U and X of the Federal Reserve Board, 12

C.F.R., Chapter II.  WLFC will not use

any distribution from the Issuer of proceeds received by the Issuer from the

sale of the Class B Notes and the Class A Notes to purchase or carry, directly

or indirectly, margin stock;




 




(v)           No event has occurred and is

continuing that constitutes, or with the passage of time or the giving of

notice or both would constitute a Servicer Event of Default or an Early

Amortization Event under, and as defined in, the Servicing Agreement or the Indenture,

respectively.  WLFC is not in violation

in any material respect of any term of any agreement, charter instrument, bylaw

or other instrument to which it is a party or by which it is or may be bound;




 




(vi)          The aggregate amount of Scheduled

Payments payable by the Lessees under the Lease Agreements during each

Collection Period is sufficient to cover the monthly Servicing Fee, and pay the

principal and interest on the Class B Notes and the Class A Notes, as such

payments become due and payable, in accordance with the Indenture; and




 




(vii)         To the extent that the Securities Act

may be deemed to apply to the Class B Notes and the Class A Notes and the

Loans, neither WLFC nor any affiliate (as defined in Rule 501(b) of Regulation

D) of WLFC has directly, or through any agent, including, without limitation,

the Purchaser’s Agent, (i) sold, offered for sale, solicited offers to buy or

otherwise negotiated in respect of, any security (as defined in the Securities

Act) which is or will be integrated with the sale of the Class B Notes and the

Class A Notes in a manner that would render the issuance and sale of the Class

B Notes and the Class A Notes a violation of the Securities Act or require the

registration of the Class B Notes and the Class A Notes under the Securities

Act or (ii) engaged in any form of general solicitation or general advertising

(within the meaning of Regulation D) in connection with the offering of the

Class B Notes and the Class A Notes.  It

is not necessary in connection with the offer, sale and delivery of the Class B

Notes or the Class A Notes to register the Class B Notes or the Class A Notes

under the Securities Act.




 




15





























 




ARTICLE V


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER




 




The Subclass A-2 Note

Purchaser hereby makes the following representations and warranties as to

itself to the Issuer as of the Effective Date:




 




SECTION 5.01.  Organization.  The Subclass A-2 Note Purchaser has been

duly organized and is validly existing and in good standing as a corporation

under the laws of its jurisdiction of incorporation, with power and authority

to own its properties and to transact the business in which it is now engaged,

and the Subclass A-2 Note Purchaser is duly qualified to do business and is in

good standing in each State of the United States where the nature of its

business requires it to be so qualified.




 




SECTION 5.02.  Authority, etc.  The Subclass A-2 Note Purchaser has all

requisite power and authority to enter into and perform its obligations under

this Subclass A-2 Note Purchase Agreement and to consummate the transactions

contemplated hereby.  The execution and

delivery by the Subclass A-2 Note Purchaser of this Subclass A-2 Note Purchase Agreement

and the consummation by the Subclass A-2 Note Purchaser of the transactions

contemplated hereby have been duly and validly authorized by all necessary

corporate action on the part of the Subclass A-2 Note Purchaser.  This Subclass A-2 Note Purchase Agreement

has been duly and validly executed and delivered by the Subclass A-2 Note

Purchaser and constitutes a legal, valid and binding obligation of the Subclass

A-2 Note Purchaser, enforceable against the Subclass A-2 Note Purchaser in

accordance with its terms, subject as to enforcement to bankruptcy,

reorganization, insolvency, moratorium and other similar laws of general

applicability relating to or affecting creditors’ rights and to general

principles of equity.  Neither the

execution and delivery by the Subclass A-2 Note Purchaser of this Subclass A-2

Note Purchase Agreement nor the consummation by the Subclass A-2 Note Purchaser

of any of the transactions contemplated hereby, nor the fulfillment by the

Subclass A-2 Note Purchaser of the terms hereof, will conflict with, or

violate, result in a breach of or constitute a default under (i) any term or

provision of the Articles of Incorporation or By-laws of the Subclass A-2 Note

Purchaser or any Governmental Rule applicable to the Subclass A-2 Note

Purchaser or (ii) any term or provision of any indenture or other agreement or

instrument, to which the Subclass A-2 Note Purchaser is a party or by which the

Subclass A-2 Note Purchaser or any portion of its properties are bound.  No Governmental Action which has not been

obtained is required by or with respect to the Subclass A-2 Note Purchaser in

connection with the execution and delivery of this Subclass A-2 Note Purchase

Agreement by the Subclass A-2 Note Purchaser or the consummation by the

Subclass A-2 Note Purchaser of the transactions contemplated hereby or thereby.




 




SECTION 5.03.  Securities Act.




 




(a)           The Subclass A-2 Note purchased by

the Subclass A-2 Note Purchaser pursuant to this Subclass A-2 Note Purchase

Agreement will be acquired for investment only and not with a view to any

public distribution thereof, and the Subclass A-2 Note Purchaser will not offer

to sell or otherwise dispose of its Subclass A-2 Note (or any interest therein)

in violation of any of the registration requirements of the Securities Act or

any applicable state or other securities laws. 

The Subclass A-2 Note Purchaser acknowledges that it has no right to

require 




 




16





























 




the Issuer to register the Subclass A-2 Note under the

Securities Act or any other securities law. 

The Subclass A-2 Note Purchaser agrees that the Subclass A-2 Note may

not be reoffered, resold, pledged or otherwise transferred except in compliance

with the Securities Act and to a person that the Subclass A-2 Note Purchaser

reasonably believes is a Qualified Institutional Buyer within the meaning

of  Rule 144A (a “QIB”) purchasing for

its own account or a QIB purchasing for the account of a QIB, and whom the

holder has informed, in each case, that the reoffer, resale or pledge or other

transfer is being made in reliance on Rule 144A under the Securities Act.  Neither the Subclass A-2 Note Purchaser nor

any of their Affiliates nor any persons acting on their behalf have engaged or

will engage in any general solicitation or general advertising with respect to

the Subclass A-2 Note.




 




(b)           The Subclass A-2 Note Purchaser is

aware of the following:  (i) there are

significant restrictions on and conditions to the transferability of the

Subclass A-2 Note (and the Subclass A-2 Note will bear legends referring to such

restrictions) and there is no market for the Subclass A-2 Note and no market is

expected to develop for the Subclass A-2 Note, and accordingly, it may not be

possible for a Subclass A-2 Note Purchaser to liquidate the Subclass A-2 Note

Purchaser’s investment in the Subclass A-2 Note; (ii) no governmental agency

has made any findings as to the fairness of the terms of this Agreement or the

terms and conditions of the Subclass A-2 Note; (iii) there are numerous risks

and uncertainties involved in the Subclass A-2 Note Purchaser’s acquisition of

the Subclass A-2 Note and the Subclass A-2 Note Purchaser has been advised of

and understands such risks and uncertainties; and (iv) any projections or

predictions that may have been made available to the Subclass A-2 Note

Purchaser are based on estimates, assumptions, and forecasts which may prove to

be incorrect; and no assurance is given that actual results will correspond

with the results contemplated by the various projections.




 




(c)           Each Subclass A-2 Note Purchaser (as

to itself) has knowledge and experience in financial and business matters, is

capable of evaluating the merits and risks of an investment in the Subclass A-2

Note and has carefully considered the suitability of an investment in such

Notes and has determined that the Subclass A-2 Note are a suitable

investment.  The Subclass A-2 Note

Purchaser has received and carefully read the Transaction Documents and the

Subclass A-2 Note Purchaser confirms that all documents, records and books

pertaining to the Subclass A-2 Note, the Issuer and its assets and the other

parties to the Transaction Documents which are relevant to the Subclass A-2

Note Purchaser’s investment decision have been made available to the Subclass

A-2 Note Purchaser.  The Subclass A-2

Note Purchaser is capable of bearing the risks and burdens of its investment in

the Subclass A-2 Note and is aware that an early redemption of the Subclass A-2

Note may occur and that no premium will be paid upon any early redemption.




 




SECTION 5.04.  Investment Company Act.




 




(a)           Neither of the Subclass A-2 Note

Purchaser nor the Purchaser’s Agent is required to register as an “investment

company” nor is either of the Subclass A-2 Note Purchaser or the Purchaser’s

Agent controlled by an “investment company” within the meaning of the

Investment Company Act.




 




17





























 




(b)           The

Subclass A-2 Note Purchaser and the Purchaser’s Agent acknowledge that the

Issuer has not registered as an investment company under the Investment Company

Act.  In connection with the exclusion

of the Issuer from classification as an investment company under the Investment

Company Act, the Subclass A-2 Note Purchaser represents that it constitutes no

more than seven “beneficial owners” of the Subclass A-2 Note for purposes of

Section 3(c)(1) of the Investment Company Act. 

Such Subclass A-2 Note Purchaser further represents that:  (i) it is investing no more than 40% of its

assets in the Subclass A-2 Note; (ii) it was not formed for the purpose of

investing in the Subclass A-2 Note; (iii) (a) the shareholders, partners or

other holders of equity or beneficial interests in the Subclass A-2 Note

Purchaser are not able to decide individually whether to acquire the Subclass

A-2 Note or to determine the extent of such acquisition and (b) it is not a

defined contribution or similar benefit plan that allows participants to

determine whether or how much will be invested in investments on their behalf;

(iv) it is acquiring the Subclass A-2 Note in a principal amount of not less

than the minimum denominations set forth in the Indenture; and (v) it is

acquiring the Subclass A-2 Note for investment and not for sale in connection

with any distribution thereof.  Such

Subclass A-2 Note Purchaser further understands and agrees

that it will not permitted to

transfer any or all of the Subclass A-2 Note  or any

interest therein unless the Issuer has consented

to

such transfer and the transferee has delivered to the

Issuer and the Indenture Trustee an investment letter making representations

and warranties substantially the same as the foregoing representations and

warranties in this Section 5.04(b).  The

Issuer will not consent to any proposed

transfer which, after giving effect to such proposed transfer, would result in

the Issuer’s outstanding securities being owned by more than 100 beneficial

owners for purposes of Section 3(c)(1) of the Investment Company Act;

and, except as provided in Section 5.05 of this Agreement, it will not hold the

Subclass A-2 Note for the benefit of any person or account and it will be the

sole beneficial owner of the Subclass A-2 Note for all purposes and it will not

sell participation interests therein or enter into any arrangement pursuant to

which any other person or account shall be entitled to a beneficial interest in

the Subclass A-2 Note.




 




18





























 




SECTION

5.05.  Pledge to Liquidity Providers.  The Issuer recognizes the obligations of the

Subclass A-2 Note Purchaser under the terms of the Liquidity Agreement and

hereby consents to the transfer of the Subclass A-2 Notes to the Liquidity

Providers when required and in accordance with the terms of the Liquidity

Agreement; provided that each of the Liquidity Providers shall be a QIB, each

Liquidity Provider shall be only one beneficial owner of the Subclass A-2 Notes

for purposes of the Investment Company Act and that the total number of

Liquidity Providers shall not at any time exceed 10, and each Liquidity

Provider shall have delivered to the Issuer and the Indenture Trustee on or

before the later of the date hereof and the date on which it first becomes a

Liquidity Provider, an investment letter making representations and warranties

substantially identical to those set forth in the form of Exhibit B to the

Indenture.  If at any time the number of

Liquidity Providers shall exceed one, the Purchaser’s Agent shall notify the

Issuer and the Indenture Trustee of the additional Liquidity Providers and that

each such  Liquidity Provider represents

only one beneficial owner for the purposes of the Investment Company Act.  Transfers of the Subclass A-2 Notes under

the terms of the Liquidity Agreement shall be subject to the terms of this

Section 5.05, but shall not otherwise be subject to the transfer restrictions set

forth in the Indenture.




 




ARTICLE VI


COVENANTS OF THE ISSUER




 




SECTION 6.01.  [Reserved].




 




SECTION 6.02.  Information from the Issuer.  So long as the Subclass A-2 Note Purchaser

shall own the Subclass A-2 Note, the Issuer will furnish to the Subclass A-2

Note Purchaser and the Purchaser’s Agent:




 




(a)           a copy of each certificate, report,

statement, notice or other communication (other than investment instructions)

furnished by or on behalf of the Issuer to the Indenture Trustee under the

Indenture concurrently therewith, and promptly after receipt thereof, a copy of

each notice, demand or other communication received by or on behalf of the

Issuer under the Indenture;




 




(b)           such other information, documents,

records or reports respecting the Collateral or the Issuer, as the Subclass A-2

Note Purchaser or Purchaser’s Agent may from time to time reasonably request

without unreasonable expense to the Issuer;




 




(c)           such publicly available information,

documents, records or reports respecting the Issuer or the condition or

operations, financial or otherwise of the Issuer as the Subclass A-2 Note

Purchaser or Purchaser’s Agent may from time to time reasonably request;




 




(d)           as soon as possible and in any event

within five Business Days after the occurrence thereof, notice of (i) the

occurrence of any Event of Default, (ii) the occurrence of any Early

Amortization Event, (iii) any fact, condition or event which, with the

giving of notice or the passage of time or both, would become an Event of

Default, (iv) any fact, condition or event which, with the giving of

notice or the passage of time or both, would become an Early Amortization

Event, (v) the failure of the Issuer to observe any of its material

undertakings under the Deal Documents or (vi) any change in the status or

condition of the Issuer or the Servicer that 




 




19





























 




would reasonably be expected to adversely affect the

Issuer’s or the Servicer’s ability to perform its obligations under the Deal

Documents; and




 




(e)           on or before April 30 of each year,

beginning April 30, 2003, the report required to be delivered by the Servicer

pursuant to Section 5.10 of the Servicing Agreement.




 




SECTION 6.03.  Access to Information.  So long as the Subclass A-2 Note Purchaser

shall own any Notes, the Issuer will, at any time and from time to time during

regular business hours, on reasonable notice to the Issuer, permit the Subclass

A-2 Note Purchaser or the Purchaser’s Agent, or its agents or representatives

to:




 




(a)           examine all books, records and

documents (including computer tapes and disks) in the possession or under the

control of the Issuer relating to the Collateral, and




 




(b)           visit the offices and property of the

Issuer for the purpose of examining the materials described in clause (a)

above.




 




Except as provided in

Section 10.05 hereof, any information obtained by the Subclass A-2 Note

Purchaser or the Purchaser’s Agent pursuant to this Section 6.03 shall be held

in confidence by the Subclass A-2 Note Purchaser or Purchaser’s Agent unless

such information (i) has become available to the public, (ii) is required or

requested by any Governmental Authority or in any court proceeding, or (iii) is

required by any Governmental Rule to be disclosed or otherwise made available

and, in the case of (ii) and (iii) such disclosure shall be only to the extent

required.




 




SECTION 6.04.  Security Interests; Further Assurances.  The Issuer will take all action necessary to

maintain the Indenture Trustee’s first priority perfected security interest in

the Collateral.




 




SECTION 6.05.  Covenants.  The Issuer will duly observe and perform each of its covenants

set forth in the Indenture.




 




SECTION 6.06.  Securities Act.  The Issuer agrees not to sell, offer for

sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in the Securities Act) that would be integrated with the sale of

the Class B Notes and the Class A Notes in a manner that would require the

registration under the Securities Act of the sale to the Class B Note Purchasers

and the Class A Note Purchasers of the Class B Notes and the Class A Notes,

respectively.




 




ARTICLE VII


MUTUAL COVENANTS AND AGREEMENTS




 




SECTION 7.01.  Legal Conditions to Effectiveness of this

Agreement.  The Subclass A-2 Note

Purchaser, the Purchaser’s Agent, the Issuer, and the Servicer will take all

reasonable actions necessary to comply promptly with all legal requirements

which may be imposed on any of them with respect to the conditions to the

making of any Loans hereunder (including satisfaction of the conditions

contained in this Subclass A-2 Note Purchase Agreement), and will promptly

cooperate with and furnish information to one another in 




 




20





























 




connection with any such

legal requirements.  The Subclass A-2

Note Purchaser, the Purchaser’s Agent, the Issuer, and the Servicer will take

all reasonable action necessary to obtain (and will cooperate with one another

in obtaining) any consent, authorization, permit, license, franchise, order or

approval of, or any exemption by, any Governmental Authority or any other

Person, required to be obtained or made by it in connection with any of the

transactions contemplated by this Subclass A-2 Note Purchase Agreement.




 




SECTION 7.02.  Expenses and Fees.  Subject to Section 10.10, except as

otherwise expressly provided herein, all costs and expenses incurred in

connection with the entering into this Subclass A-2 Note Purchase Agreement and

the transactions contemplated hereby shall be paid by the Issuer.




 




SECTION 7.03.  Mutual Obligations.  On and after the date of this Subclass A-2

Note Purchase Agreement, the Subclass A-2 Note Purchaser, the Purchaser’s

Agent, the Issuer and the Servicer will do, execute and perform all such other

acts, deeds and documents as the other party may from time to time reasonably

require in order to carry out the intent of this Subclass A-2 Note Purchase

Agreement.




 




ARTICLE VIII


INDEMNIFICATION




 




SECTION 8.01.  Indemnification by the Issuer.  The Issuer agrees to indemnify and hold harmless

the Subclass A-2 Note Purchaser and the Purchaser’s Agent, the Sheffield

Purchasers (including any Persons, who are participants with any such Sheffield

Purchasers), and any other Owners and any of their respective officers,

directors, employees, agents, representatives, assignees and Affiliates (each

an “Indemnified Party”) against any and all losses, claims, damages,

liabilities or expenses (including legal and accounting fees) (collectively,

“Losses”), as incurred (payable promptly upon written request), for or on

account of or arising from or in connection with any breach of any

representation, warranty or covenant of the Issuer in this Subclass A-2 Note

Purchase Agreement or in any certificate or other written material delivered

pursuant hereto; provided, however, that the Issuer shall not be so required to

indemnify any such Person or otherwise be liable to any such Person hereunder

for any Losses arising from such Person’s negligence, willful misconduct or bad

faith. Notwithstanding the foregoing, the Issuer shall not be liable for any

settlement of any proceeding effected without its written consent




 




SECTION 8.02.  Procedure.  In order for any Indemnified Party to be entitled to any

indemnification provided for under this Subclass A-2 Note Purchase Agreement in

respect of, arising out of, or involving a claim made by any Person against the

Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify

the Issuer in writing of the Third Party Claim within five Business Days of receipt

of a summons, complaint or other notice of the commencement of litigation and

within ten Business Days after receipt by such Indemnified Party of any other

written notice of the Third Party Claim. 

Thereafter, the Indemnified Party shall deliver to the Issuer, within a

reasonable time after the Indemnified Party’s receipt thereof, copies of all

notices and documents (including court papers) received by the Indemnified

Party relating to the Third Party Claim.




 




21





























 




SECTION 8.03.  Defense of Claims.  If a Third Party Claim is made against an

Indemnified Party, (a) the Issuer will be entitled to participate in the

defense thereof and, (b) if it so chooses, to assume the defense thereof

with counsel selected by the Issuer, provided that in connection with such

assumption (i) such counsel is not reasonably objected to by the Indemnified

Party and (ii) the Issuer first admits in writing its liability to indemnify

the Indemnified Party with respect to all elements of such claim in full.  Should the Issuer so elect to assume the

defense of a Third Party Claim, none of the Issuer will be liable to the

Indemnified Party for any legal expenses subsequently incurred by the Indemnified

Party in connection with the defense thereof. 

If the Issuer elects to assume the defense of a Third Party Claim, the

Indemnified Party will (i) cooperate in all reasonable respects with the Issuer

in connection with such defense and (ii) not admit any liability with respect

to, or settle, compromise or discharge, such Third Party Claim without the

Issuer’s prior written consent.  If the

Issuer shall assume the defense of any Third Party Claim, the Indemnified Party

shall be entitled to participate in (but not control) such defense with its own

counsel at its own expense.  If the

Issuer does not assume the defense of any such Third Party Claim, the

Indemnified Party may defend the same in such manner as it may deem

appropriate, including settling such claim or litigation after giving notice to

the Issuer of such terms and, the Issuer will promptly reimburse the

Indemnified Party upon written request.




 




ARTICLE IX


THE PURCHASER’S AGENT




 




SECTION 9.01.  Authorization and Action.  Each Owner hereby accepts the appointment of

Barclays Bank PLC, as Purchaser’s Agent hereunder, and authorizes the

Purchaser’s Agent to take such action as agent on its behalf and to exercise

such powers as are delegated to the Purchaser’s Agent by the terms hereof,

together with such powers as are reasonably incidental thereto.  The Purchaser’s Agent reserves the right, in

its sole discretion, to take any actions, exercise any rights or remedies under

this Subclass A-2 Note Purchase Agreement or the Revolving Asset Purchase

Agreement and any related agreements and documents.  Except for actions which the Purchaser’s Agent is expressly

required to take pursuant to this Subclass A-2 Note Purchase Agreement, the

Purchaser’s Agent shall not be required to take any action which exposes the

Purchaser’s Agent to personal liability or which is contrary to applicable law

unless the Purchaser’s Agent shall receive further assurances to its

satisfaction from the Owners of the indemnification obligations under Section

9.04 hereof against any and all liability and expense which may be incurred in

taking or continuing to take such action. 

The Purchaser’s Agent agrees to give to each Owner prompt notice of each

notice and determination given to it by the Issuer, the Servicer and the

Indenture Trustee, pursuant to the terms of this Subclass A-2 Note Purchase

Agreement or the Indenture.  Subject to

Section 9.06 hereof, the appointment and authority of the Purchaser’s Agent

hereunder shall terminate upon the payment to (a) each Sheffield Owner of all

amounts owing to such Owner hereunder and (b) the Purchaser’s Agent of all

amounts due hereunder.




 




SECTION 9.02.  Purchaser’s Agent’s Reliance, Etc.  Neither the Purchaser’s Agent nor any of its

directors, officers, agents or employees shall be liable for any action taken

or omitted to be taken by it or them as Purchaser’s Agent under or in

connection with this Subclass A-2 Note Purchase Agreement or any related

agreement or document, except for its or their own gross negligence or willful

misconduct.  Without limiting the

foregoing, the 




 




22





























 




Purchaser’s Agent:  (i) may consult with legal counsel,

independent public accountants and other experts selected by it and shall not

be liable for any action taken or omitted to be taken in good faith by it in accordance

with the advice of such counsel, accountants or experts; (ii) makes no warranty

or representation to any Sheffield Owner and shall not be responsible to any

Sheffield Owner for any statements, warranties or representations made by the

Issuer, the Servicer or the Indenture Trustee in connection with this Subclass

A-2 Note Purchase Agreement; (iii) shall not have any duty to ascertain or to

inquire as to the performance or observance of any of the terms, covenants or

conditions of this Subclass A-2 Note Purchase Agreement on the part of the

Issuer, the Servicer or the Indenture Trustee or to inspect the property

(including the books and records) of the Issuer, the Servicer or the Indenture

Trustee; (iv) shall not be responsible to any Sheffield Owner for the due

execution, legality, validity, enforceability, genuineness, sufficiency or

value of this Subclass A-2 Note Purchase Agreement or any other instrument or

document furnished pursuant hereto; and (v) shall incur no liability under or

in respect of this Subclass A-2 Note Purchase Agreement by acting upon any

notice (including notice by telephone), consent, certificate or other

instrument or writing (which may be by telex) believed by it in good faith to

be genuine and signed or sent by the proper party or parties.




 




SECTION 9.03.  Purchaser’s Agent and Affiliate.  Barclays Bank PLC and its Affiliates may

generally engage in any kind of business with the Issuer or the Servicer, any

of their respective Affiliates and any Person who may do business with or own

securities of the Issuer or the Servicer or any of its Affiliates, all as if

Barclays Bank PLC were not the Purchaser’s Agent and without any duty to

account therefor to the Sheffield Owners.




 




SECTION 9.04.  Indemnification.  Each Sheffield Owner severally agrees to

indemnify the Purchaser’s Agent (to the extent not reimbursed by the Issuer or

the Servicer), from and against any and all liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, or reasonable out-of-pocket

expenses or disbursements of any kind or nature whatsoever which may be imposed

on, incurred by, or asserted against the Purchaser’s Agent in any way relating

to or arising out of this Subclass A-2 Note Purchase Agreement or any action

taken or omitted by the Purchaser’s Agent under this Subclass A-2 Note Purchase

Agreement; provided, that (i) an Sheffield Owner shall not be liable for any

portion of such liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements resulting or arising from

the Purchaser’s Agent’s gross negligence or willful misconduct and (ii) a

Sheffield Owner shall not be liable for any amount in respect of any compromise

or settlement or any of the foregoing unless such compromise or settlement is

approved by the Subclass A-2 Note Purchaser. 

Without limitation of the generality of the foregoing, each Sheffield

Owner agrees to reimburse the Purchaser’s Agent, promptly upon demand, for any

reasonable out-of-pocket expenses (including reasonable counsel fees) incurred

by the Purchaser’s Agent in connection with the administration, modification,

amendment or enforcement (whether through negotiations, legal proceedings or

otherwise) of, or legal advice in respect of rights or responsibilities under,

this Subclass A-2 Note Purchase Agreement; provided, that no Sheffield Owner

shall be responsible for the costs and expenses of the Purchaser’s Agent in

defending itself against any claim alleging the gross negligence or willful

misconduct of the Purchaser’s Agent to the extent such gross negligence or

willful misconduct is determined by a court of competent jurisdiction in a

final and non-appealable decision.




 




23





























 




SECTION 9.05.  Purchase Decision.  Each Sheffield Owner acknowledges that it

has, independently and without reliance upon the Purchaser’s Agent, any other

Sheffield Owner or any of their respective Affiliates, and based on such

documents and information as it has deemed appropriate, made its own evaluation

and decision to enter into this Subclass A-2 Note Purchase Agreement and to

purchase an interest in the Subclass A-2 Note. 

Each Sheffield Owner also acknowledges that it will, independently and without

reliance upon the Purchaser’s Agent, any other Sheffield Owner or any of their

respective Affiliates, and based on such documents and information as it shall

deem appropriate at the time, continue to make its own decisions in taking or

not taking action under this Subclass A-2 Note Purchase Agreement or any

related agreement, instrument or other document.




 




SECTION 9.06.  Successor Purchaser’s Agent.  (a) The Purchaser’s Agent may resign at any

time by giving sixty days’ written notice thereof to the Sheffield Owners, the

Issuer, the Servicer and the Indenture Trustee.  Upon any such resignation, a majority of the Sheffield Owners

shall have the right to appoint a successor Purchaser’s Agent approved by the

Issuer (which approval will not be unreasonably withheld or delayed).  If no successor Purchaser’s Agent shall have

been so appointed by a majority of the Sheffield Owners and shall have accepted

such appointment, within sixty days after the retiring Purchaser’s Agent’s

giving of notice or resignation, then the retiring Purchaser’s Agent may, on

behalf of the Sheffield Owners appoint a successor Purchaser’s Agent.  If such successor Purchaser’s Agent is not

an Affiliate of Barclays Bank PLC, such successor Purchaser’s Agent shall be

subject to the Issuer’s prior written consent. 

Upon the acceptance of any appointment as Purchaser’s Agent hereunder by

a successor Purchaser’s Agent, such successor Purchaser’s Agent shall thereupon

succeed to and become vested with all of the rights, powers, privileges and

duties of the retiring Purchaser’s Agent, and the retiring Purchaser’s Agent

shall be discharged from its duties and obligations under this Subclass A-2

Note Purchase Agreement.  After any

retiring Purchaser’s Agent’s resignation or removal hereunder as Purchaser’s

Agent, the provisions of this Article IX shall inure to its benefit as to any

actions taken or omitted to be taken by it while it was an Purchaser’s Agent

under this Subclass A-2 Note Purchase Agreement.




 




ARTICLE X


MISCELLANEOUS




 




SECTION 10.01.  Amendments.  No amendment or waiver of any provision of this Subclass A-2 Note

Purchase Agreement shall in any event be effective unless (i) the same shall be

in writing and signed by all of the parties hereto and (ii) each rating agency

then rating the Commercial Paper Notes shall have confirmed that such amendment

will not result in a reduction or withdrawal of its then effective rating of

the Commercial Paper Notes, and then such amendment, waiver or consent shall be

effective only in the specific instance and for the specific purpose for which

given.




 




SECTION 10.02.  Notices.  All notices and other communications provided for hereunder

shall, unless otherwise stated herein, be in writing (including telecopies) or

delivered by overnight courier service, as to each party hereto, at its address

set forth below or at such other address as shall be designated by such party

in a written notice to the other parties hereto.  All such notices and communications shall, when telecopied or

sent by overnight delivery




 




24





























 




service, be effective

with respect to telecopy notices, when the sending machine receives

confirmation of the transmission, and with respect to overnight delivery

service when confirmed by signed receipt.




 




If to the Subclass

A-2 Note Purchaser:




 




Sheffield

Receivables Corporation




c/o Barclays Bank

PLC




222 Broadway




New York, New York

10038




Attention:     Asset Securitization Group




Telephone No.  (212) 412-3266




Facsimile No.

(212) 412-6846




 




If to the Issuer:




 




Willis Engine

Funding LLC




2320 Marinship Way




Suite 300




Sausalito,

California 94965




Telephone No.  (415) 331-5281




Facsimile No.  (415) 331-5167




 




If to Purchaser’s

Agent:




 




Barclays Bank PLC




222 Broadway




New York, New York

10038




Attention:     Asset Securitization Group




Telephone No.  (212) 412-3266




Facsimile No.  (212) 412-6846




 




SECTION 10.03.  No Waiver; Remedies.  No failure on the part of any party hereto

to exercise, and no delay in exercising, any right hereunder shall operate as a

waiver thereof; nor shall any single or partial exercise of any right hereunder

preclude any other or further exercise thereof or the exercise of any other

right.  The remedies herein provided are

cumulative and not exclusive of any remedies provided by law.




 




SECTION 10.04.  Binding Effect; Assignability.  This Subclass A-2 Note Purchase Agreement

shall be binding upon and inure to the benefit of the Issuer, the Purchaser’s

Agent and the Subclass A-2 Note Purchaser and their respective successors and

assigns (including any subsequent holders of the Subclass A-2 Note); provided,

however, that the Issuer shall not have the right to assign its rights

hereunder or any interest herein (by operation of law or otherwise) without the

prior written consent of the Subclass A-2 Note Purchaser.  The Issuer acknowledges that the Subclass

A-2 Note Purchaser may at any time assign any and all of its rights hereunder

to the Sheffield Owners.  This Subclass

A-2 Note Purchase Agreement shall create and constitute the continuing

obligation of the parties hereto in accordance with its terms, 




 




25





























 




and shall remain in full

force and effect until such time as all amounts payable with respect to the

Subclass A-2 Note shall have been paid in full.




 




SECTION 10.05.  Provision of Documents and Information.  The Issuer acknowledges and agrees that the

Subclass A-2 Note Purchaser and the Purchaser’s Agent are permitted to provide

to the Sheffield Purchasers, the placement agents for the Subclass A-2 Note

Purchaser’s Commercial Paper Notes, the rating agencies of the Subclass A-2

Note Purchaser’s Commercial Paper Notes and other liquidity and credit

providers under the Subclass A-2 Note Purchaser’s Commercial Paper Note

program, opinions, certificates, documents and other information relating to the

Issuer, the Indenture Trustee and the Servicer and the Collateral delivered to

the Subclass A-2 Note Purchaser or Purchaser’s Agent pursuant to this Subclass

A-2 Note Purchase Agreement.  In

addition, the Issuer, the Indenture Trustee and the Servicer agree that any

successors or assignees of the Subclass A-2 Note Purchaser will be entitled to

receive the same opinions, certificates, documents and other information from

the Issuer, the Indenture Trustee, the Servicer and their respective agents and

representatives as the Subclass A-2 Note Purchaser or Purchaser’s Agent under

this Subclass A-2 Note Purchase Agreement. 

The Purchaser’s Agent agrees not to provide any of the foregoing

materials or information to any of the Sheffield Purchasers, the other liquidity

and credit providers under the Subclass A-2 Note Purchaser’s Commercial Paper

Program or the dealers or placement agents of the Subclass A-2 Note Purchaser’s

Commercial Paper Notes unless such party has agreed to hold such materials or

information in confidence in accordance with the standard set forth in Section

6.03 hereof.




 




SECTION 10.06.  GOVERNING LAW; JURISDICTION.  THIS SUBCLASS A-2 NOTE PURCHASE AGREEMENT

SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE

OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.  EACH OF THE PARTIES TO THIS SUBCLASS A-2

NOTE PURCHASE AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES

DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT

HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF.  EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM

NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN

ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR

EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.




 




26





























 




SECTION 10.07.  No Proceedings.




 




(a)           The Issuer agrees that so long as any

of the Subclass A-1 Note Purchaser’s Commercial Paper Notes shall be

outstanding or there shall not have elapsed one year plus one day since the

last day on which any of the Subclass A-1 Note Purchaser’s Commercial Paper

Notes shall have been outstanding, it shall not file, or join in the filing of,

a petition against the Subclass A-1 Note Purchaser under the Federal Bankruptcy

Code, or join in the commencement of any bankruptcy, reorganization,

arrangement, insolvency, liquidation or other similar proceeding against the

Subclass A-1 Note Purchaser.




 




(b)           The Subclass A-2 Note Purchaser and

the Purchaser’s Agent agrees that so long as the Subclass A-2 Note shall be

outstanding or there shall not have elapsed one year plus one day since the

last day on which the Subclass A-2 Note shall have been outstanding, it shall

not file, or join in the filing of, a petition against the Issuer under the

Federal Bankruptcy Code, or join in the commencement of any bankruptcy,

reorganization, arrangement, insolvency, liquidation or other similar

proceeding against the Issuer.




 




SECTION 10.08.  Execution in Counterparts.  This Subclass A-2 Note Purchase Agreement

may be executed in any number of counterparts and by different parties hereto

in separate counterparts, each of which when so executed shall be deemed to be

an original and all of which when taken together shall constitute one and the

same agreement.




 




SECTION 10.09.  No Recourse.  The obligations of the Subclass A-2 Note

Purchaser under this Subclass A-2 Note Purchase Agreement, or any other

agreement, instrument, document or certificate executed and delivered by or

issued by the Subclass A-2 Note Purchaser or any officer thereof are solely the

corporate obligations of the Subclass A-2 Note Purchaser.  No recourse shall be had for payment of any

fee or other obligation or claim arising out of or relating to this Subclass

A-2 Note Purchase Agreement or any other agreement, instrument, document or

certificate executed and delivered or issued by a Subclass A-2 Note Purchaser

or any officer thereof in connection therewith, against any stockholder,

employee, officer, director or incorporator of a Subclass A-2 Note Purchaser.




 




SECTION 10.10.  Limited Recourse.  The obligations of the Issuer under this

Subclass A-2 Note Purchase Agreement shall be payable only out of the

Collateral and the Subclass A-2 Note Purchaser shall not look to any property

or assets of the Issuer, other than to the Collateral remaining after all

obligations of the Issuer under the Indenture are satisfied. To the extent that

the proceeds of the Collateral after application in accordance with the

provisions of the Indenture are insufficient to satisfy the obligations of the

Issuer under the Indenture and under this Agreement, the Issuer shall have no

further obligation in respect hereof and any remaining outstanding obligation

shall be extinguished.




 




SECTION 10.11.  Survival.  All representations, warranties, guaranties and indemnifications

(including the payment obligations in Section 9.04 hereof) contained in this

Subclass A-2 Note Purchase Agreement and in any document, certificate or

statement delivered pursuant hereto or in connection herewith shall survive the

sale and transfer of the Subclass A-2 Note.




 




27





























 




SECTION 10.12.  Third-Party Beneficiaries.  The parties hereto agree and acknowledge

that the Sheffield Owners are and shall be third-party beneficiaries under this

Subclass A-2 Note Purchase Agreement.




 




SECTION 10.13.  Appointment of Agent for Service of

Process.  The Issuer hereby appoints

CT Corporation Systems having an address at 1633 Broadway, New York, New York

10019 as its agent for service of process in the State of New York.




 




28





























 




IN

WITNESS WHEREOF, the parties have caused this Subclass A-2 Note Purchase

Agreement to be executed by their respective officers thereunto duly

authorized, as of the date first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING LLC


  as Issuer,


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ MONICA J. BURKE


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Monica J. Burke


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Chief Financial Officer


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  WILLIS LEASE FINANCE CORPORATION,


  as Servicer,


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ DONALD A. NUNEMAKER


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Donald A Nunemaker


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Executive Vice

  President


  Chief Operating Officer


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SHEFFIELD RECEIVABLES CORPORATION,


  as a Subclass A-2 Note Purchaser


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Barclays Bank PLC, as

  Attorney in Fact


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ JANETTE LIEU


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Janette Lieu


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Associate Director


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BARCLAYS BANK PLC,


  as Purchaser’s Agent


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ PIERRE DULEYRIE


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Pierre Duleyrie


  	

   


  
	

   


  	

   


  	

  Title:


  	

  Director


  	

   


  
										





 




 




Signature Page 1


to


Subclass A-2 Note Purchase Agreement




 





























 




SCHEDULE 1




 




Account to which cash

payments shall be made:




 




Barclays

Bank PLC




ABA

#:  026-00-2574




Account

Number:  050-791-516




Account

Name:  Sheffield 4(2) Funding Account




Ref:  Willis Engine Finance




Telephone:  (212) 412-2932




Fax:  (212) 412-6846




e-mail:  pierre.duleyrie@barcap.com




 





























 




SCHEDULE 2




 




Conditions of the

Subclass A-2 Note Purchaser’s Obligation.  The Subclass A-2 Note Purchaser’s obligation

to make the initial Loan shall be subject to the accuracy in all material

respects of the representations and warranties of the Issuer and WLFC in each

of the Series 2002-1 Transaction Documents, to the performance in all material

respects by WLFC and the Issuer of their respective obligations thereunder, to

the satisfaction of all of the conditions precedent set forth in Sections 5.1

and 5.2 of the Indenture Supplement and to the following additional conditions:




 




(a)           All of the respective representations

and warranties of the Issuer under the Issuer Documents and of WLFC under the

WLFC Documents shall be true and correct in all material respects as of the

date made, and no event shall have occurred which, with notice or the passage

of time, would constitute an Event of Default under the Indenture or an Early

Amortization Event under the Indenture and each of such Issuer Documents and

WLFC Documents shall have been duly authorized, executed and delivered and

shall be in full force and effect;




 




(b)           Gibson, Dunn & Crutcher LLP,

counsel to WLFC and the Issuer, shall have delivered to the Purchaser’s Agent

its written opinions, dated the Effective Date, in form and substance

satisfactory to the Purchaser’s Agent and the Subclass A-2 Note Purchaser;




 




(c)           The Issuer shall have furnished to

the Purchaser’s Agent on the Effective Date a certificate, dated the Effective

Date, signed by an authorized officer, to the effect that:




 




(i)                 The

representations and warranties made by the Issuer in the Issuer Documents are

true and correct in all material respects on the Effective Date;




 




(ii)          The Issuer has complied with all of

the agreements and satisfied all the conditions on its part to be performed or

satisfied on or prior to the Effective Date pursuant to the terms of the Issuer

Documents; and




 




(iii)         The written information supplied by the

Issuer to the Subclass A-2 Note Purchaser (other than projections and other

estimates) did not contain any untrue statement of a material fact, and any

estimates or projections so supplied to the Subclass A-2 Note Purchaser were

based on assumptions which the Issuer believed to be reasonable (except as

otherwise disclosed therein).




 




(d)           WLFC shall have furnished to the

Purchaser’s Agent on the Effective Date a certificate, dated the Effective

Date, signed by an authorized officer, to the effect that:




 




(i)           The representations and warranties

made by WLFC in the WLFC Documents are true and correct in all material

respects on the Effective Date;




 




(ii)          WLFC has complied with all of the

agreements and satisfied all the conditions on its part to be performed or

satisfied on or prior to the Effective Date pursuant to the terms of the WLFC

Documents; and




 





























 




(iii)         The written factual information

supplied by WLFC to the Subclass A-2 Note Purchaser (other than projections and

other estimates) did not contain any untrue statement of a material fact in

light of the circumstances under which they were made, and any estimates or

projections so supplied to the Subclass A-2 Note Purchaser were based on

assumptions which WLFC believed to be reasonable (except as otherwise disclosed

therein);




 




(e)           Any taxes, fees and other

governmental charges which are due and payable prior to the Effective Date by

WLFC or the Issuer in connection with the execution, delivery and performance

of the Issuer Documents and WLFC Documents shall have been paid at or prior to

the Effective Date;




 




(f)            As of the related Transfer Date, the

Issuer has good title to, and is the sole owner of, the Collateral, free and

clear from any Lien except for the rights of the Lessees under the Lease

Agreements and the Lien of the Indenture Trustee and, if applicable, the Owner

Trustee, and shall not have assigned to any Person other than the Indenture

Trustee or, if applicable, the Owner Trustee, any of its right, title or

interest in the Lease Agreements, the Engines or any other Transferred Assets;




 




(g)           No fact or condition shall exist

under applicable law or applicable regulations thereunder or interpretations

thereof by any regulatory authority which in the Subclass A-2 Note Purchaser’s

reasonable opinion would make it illegal for the Issuer to issue and sell the

Subclass A-2 Note or for the Issuer or any of the other parties thereto to

perform their respective obligations under any Related Document;




 




(h)           The Asset Base as of the Effective

Date shall be not less than the Outstanding Obligation and the Subordinate

Asset Base as of the Effective Date shall be not less than the Outstanding

Obligations in respect of the Subclass A-2 Note;




 




(i)            The Issuer, WLFC, the Subclass A-2

Note Purchaser and the Indenture Trustee shall each have received a fully

executed counterpart original and any required conformed copies of all Related

Documents delivered at or prior to the Effective Date;




 




(j)            All corporate, trust and other

proceedings in connection with the sale of the Subclass A-2 Note and the

transactions contemplated hereby and all documents and certificates incident

thereto shall be satisfactory in form and substance to the Subclass A-2 Note

Purchaser and its counsel, and the Subclass A-2 Note Purchaser shall have

received such other documents and certificates incident to such transaction as

the Subclass A-2 Note Purchaser or such counsel shall reasonably request;




 




(k)           The Subclass A-2 Note Purchaser or

the Purchaser’s Agent shall have received the following, in each case in form

and substance satisfactory to them and their special counsel:




 




(i)           a copy of resolutions of the Board of

Directors of the Issuer, certified by the Secretary or an Assistant Secretary

of the Issuer as of the Effective Date, duly authorizing the issuance, sale and

delivery of the Subclass A-2 Note by the Issuer and the execution, delivery and

performance by the Issuer of the Issuer Documents and 




 





























 




any other Related

Documents to which it is a party and any other documents executed by or on

behalf of the Issuer in connection with the transactions contemplated hereby;

and an incumbency certificate of the Issuer as to the person or persons

executing and delivering each such document;




 




(ii)           a copy of resolutions of the Board of

Directors of WLFC, certified by the Secretary or an Assistant Secretary of WLFC

as of the Effective Date, duly authorizing the execution, delivery and

performance by WLFC of the WLFC Documents and any other Related Documents to

which it is a party and any other documents executed by or on behalf of WLFC in

connection with the transactions contemplated hereby; and an incumbency

certificate of WLFC as to the person or persons executing and delivering each

such document; and




 




(iii)          such other documents and evidence with

respect to WLFC, the Issuer and the Indenture Trustee as the Subclass A-2 Note

Purchaser may reasonably request in order to establish the corporate existence

and good standing of each thereof; the proper taking of all appropriate

corporate proceedings in connection with the transactions contemplated hereby

and the compliance with the conditions set forth herein; and




 




(l)            No action or proceeding shall have

been instituted nor shall any governmental action be threatened before any

court or government agency nor shall any order, judgment or decree have been

issued or proposed to be issued by any court or governmental agency to set

aside, restrain, enjoin or prevent the performance of the Contribution and Sale

Agreement, the Indenture, the other Related Documents or any of the other

agreements or the transactions contemplated hereby; and




 




(m)          All actions, approvals, consents,

waivers, exemptions, variances, franchises, orders, permits, authorizations,

rights and licenses required to be taken, given or obtained by or from any

Federal, state or other governmental authority or agency, or by or from any

trustee or holder of any indebtedness or obligation of WLFC or the Issuer, or

that are necessary or, in the opinion of the Subclass A-2 Note Purchaser’s

special counsel, advisable in connection with the transactions contemplated

herein shall have been delivered to the Subclass A-2 Note Purchaser.