Exhibit

10.28




 




WILLIS

ENGINE FUNDING LLC *


Issuer




 




 




and




 




 




THE

BANK OF NEW YORK
Indenture Trustee




 




 




AMENDED

AND RESTATED


SERIES 2002-1 SUPPLEMENT




 




 




Dated as of December 13, 2002




 




to




 




AMENDED

AND RESTATED


INDENTURE




 




Dated as of December 13, 2002




 






















 




SERIES

2002-1 NOTES




 




 






















*                                         Portions

of the material in this Exhibit have been redacted pursuant to a request for

confidential treatment, and the redacted material has been filed separately

with the Securities and Exchange Commission (the “Commission”).  An asterisk has been placed in the precise

places in this Agreement where we have redacted information, and the asterisk

is keyed to a legend which states that the material has been omitted pursuant

to a request for confidential treatment.




 





























 




TABLE

OF CONTENTS




 




	

  ARTICLE I

  DEFINITIONS; CALCULATION GUIDELINES


  
	

   


  
	

   


  	

  Section 1.1


  	

  Definitions.


  
	

   


  	

  Section 1.2


  	

  Calculation

  Guidelines.


  
	

   


  	

   


  	

   


  
	

  ARTICLE II

  CREATION OF THE SERIES 2002-1 NOTES


  
	

   


  
	

   


  	

  Section 2.1


  	

  Designation:

  General Terms and Conditions.


  
	

   


  	

  Section 2.2


  	

  Interest

  Payments on the Series 2002-1 Notes.


  
	

   


  	

  Section 2.3


  	

  Principal Payments

  on the Series 2002-1 Notes.


  
	

   


  	

  Section 2.4


  	

  Amounts and

  Terms of Series 2002-1 Noteholder Commitments; Fees Payable by Issuer.


  
	

   


  	

  Section 2.5


  	

  Increased Cost;

  Capital Adequacy; Taxes.


  
	

   


  	

  Section 2.6


  	

  Payments,

  Computations, Etc.


  
	

   


  	

   


  	

   


  
	

  ARTICLE

  III SERIES 2002-1 SERIES ACCOUNT AND ALLOCATION AND APPLICATION OF AMOUNTS

  THEREIN


  
	

   


  
	

   


  	

  Section 3.1


  	

  Series 2002-1

  Series Account.


  
	

   


  	

  Section 3.2


  	

  Distributions

  from Series 2002-1 Series Account on each Payment Date.


  
	

   


  	

  Section 3.3


  	

  Allocation of

  Excess Cash Available for Distribution.


  
	

   


  	

  Section 3.4


  	

  Series 2002-1

  Restricted Cash Account.


  
	

   


  	

  Section 3.5


  	

  Series 2002-1

  Engine Reserve Account.


  
	

   


  	

  Section 3.6


  	

  Series 2002-1

  Security Deposit Account.


  
	

   


  	

  Section 3.7


  	

  Securities

  Accounts.


  
	

   


  	

   


  	

   


  
	

  ARTICLE

  IV ADDITIONAL COVENANTS


  
	

   


  
	

   


  	

  Section 4.1


  	

  Additional

  Series.


  
	

   


  	

  Section 4.2


  	

  Reserved.


  
	

   


  	

  Section 4.3


  	

  Inspections.


  
	

   


  	

  Section 4.4


  	

  Portfolio

  Report; Principal Report.


  
	

   


  	

  Section 4.5


  	

  Interest Rate

  Hedge Agreements.


  
	

   


  	

  Section 4.6


  	

  Insurance.


  
	

   


  	

  Section 4.7


  	

  Lessee

  Acknowledgment.


  
	

   


  	

  Section 4.8


  	

  Opinions of

  Foreign Local Counsel.


  
	

   


  	

  Section 4.9


  	

  Filing of

  Leases with FAA.


  
	

   


  	

   


  	

   


  
	

  ARTICLE

  V CONDITIONS OF EFFECTIVENESS AND FUTURE LENDING


  
	

   


  
	

   


  	

  Section 5.1


  	

  Effectiveness

  of Supplement.


  
	

   


  	

  Section 5.2


  	

  Advances on

  Notes.


  
	

   


  	

  Section

  5.3


  	

  Deliveries.


  





 




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  ARTICLE

  VI REPRESENTATIONS AND WARRANTIES


  
	

   


  
	

   


  	

  Section 6.1


  	

  Existence.


  
	

   


  	

  Section 6.2


  	

  Authorization.


  
	

   


  	

  Section 6.3


  	

  No Conflict;

  Legal Compliance.


  
	

   


  	

  Section 6.4


  	

  Validity and

  Binding Effect.


  
	

   


  	

  Section 6.5


  	

  Financial

  Statements.


  
	

   


  	

  Section 6.6


  	

  Executive

  Offices.


  
	

   


  	

  Section 6.7


  	

  No Agreements

  or Contracts.


  
	

   


  	

  Section 6.8


  	

  Consents and

  Approvals.


  
	

   


  	

  Section 6.9


  	

  Margin

  Regulations.


  
	

   


  	

  Section 6.10


  	

  Taxes.


  
	

   


  	

  Section 6.11


  	

  Other

  Regulations.


  
	

   


  	

  Section 6.12


  	

  Solvency and

  Separateness.


  
	

   


  	

  Section 6.13


  	

  No

  Proceedings.


  
	

   


  	

  Section 6.14


  	

  Recourse

  Against Certain Parties.


  
	

   


  	

  Section 6.15


  	

  Survival of

  Representations and Warranties.


  
	

   


  	

  Section 6.16


  	

  No Event of

  Default or Early Amortization Event.


  
	

   


  	

  Section 6.17


  	

  Litigation

  and Contingent Liabilities.


  
	

   


  	

  Section 6.18


  	

  Title; Liens.


  
	

   


  	

  Section 6.19


  	

  Subsidiaries.


  
	

   


  	

  Section 6.20


  	

  No

  Partnership.


  
	

   


  	

  Section 6.21


  	

  Pension and

  Welfare Plans.


  
	

   


  	

  Section 6.22


  	

  Ownership of

  Issuer.


  
	

   


  	

  Section 6.23


  	

  Security

  Interest.


  
	

   


  	

  Section 6.24


  	

  Eligible

  Lease Agreements; Eligible Engines.


  
	

   


  	

   


  	

   


  
	

  ARTICLE

  VII EARLY AMORTIZATION EVENT


  
	

   


  
	

   


  	

  Section 7.1


  	

  Early

  Amortization Event.


  
	

   


  	

   


  	

   


  
	

  ARTICLE VIII MISCELLANEOUS PROVISIONS


  
	

   


  
	

   


  	

  Section 8.1


  	

  Ratification of

  Indenture.


  
	

   


  	

  Section 8.2


  	

  Counterparts.


  
	

   


  	

  Section 8.3


  	

  Governing Law.


  
	

   


  	

  Section 8.4


  	

  Effect on

  Original Supplement.


  
	

   


  	

   


  	

   


  
	

  EXHIBITS


  
	

   


  	

   


  	

   


  
	

  EXHIBIT A-1


  	

  Form of Subclass A-1

  Note


  
	

  EXHIBIT A-2


  	

  Form of Subclass A-2

  Note


  
	

  EXHIBIT B-1


  	

  Form of Subclass B-1

  Note


  
	

  EXHIBIT B-2


  	

  Form of Subclass B-2

  Note


  
	

  EXHIBIT C


  	

  Eligible Engines,

  Depreciation Periods and Maximum Concentration Limits


  
	

  EXHIBIT D-1


  	

  Lessee Acknowledgment

  (First Security Bank Form)


  





 




ii





























 




	

  EXHIBIT D-2


  	

  Lessee Acknowledgment

  (Willis Form)


  
	

  EXHIBIT E


  	

  Asset Base Certificate


  
	

  EXHIBIT F


  	

  Withdrawal Notice


  
	

  EXHIBIT G


  	

  Funding Deliverables


  
	

  EXHIBIT H-1


  	

  Form of Trust Agreement


  
	

  EXHIBIT H-2


  	

  Form of Owner Trustee

  Guaranty


  
	

  EXHIBIT H-3


  	

  Form of Owner Trustee

  Mortgage


  
	

  EXHIBIT H-4


  	

  Form of Beneficial

  Interest Pledge Agreement


  
	

  EXHIBIT J-1


  	

  Form of Portfolio

  Report


  
	

  EXHIBIT J-2


  	

  Form of Principal

  Report


  
	

   


  	

   


  
	

  SCHEDULES


  
	

  SCHEDULE 1


  	

  Certain Terms


  
	

  SCHEDULE 2


  	

  Initial List of Engines and Lease Agreements


  





 




iii





























 




AMENDED AND RESTATED

SERIES 2002–1 SUPPLEMENT, dated as of December 13, 2002 (the “Supplement”

or the “Series 2002-1 Supplement”), between Willis Engine Funding LLC, a

limited liability company organized and existing under the laws of the State of

Delaware (the “Issuer”), and The Bank of New York, a New York banking

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




 




The Issuer and the

Indenture Trustee are party to the Indenture dated as of September 12, 2002, as

supplemented by the Series 2002-1 Supplement dated as of September 12, 2002

(such supplement, the “Original Supplement”; and, the Indenture as supplemented

by the Original Supplement, the “Original Indenture”).




 




Contemporaneously

herewith, the Issuer and the Indenture Trustee have amended and restated the

Original Indenture (as so amended and restated, and as amended, restated,

supplemented or otherwise modified from time to time hereafter, the

“Indenture”)




 




Pursuant to the Original

Supplement, the Issuer and the Indenture Trustee created the Series 2002-1

Notes and specified the Principal Terms thereof.




 




The Issuer and, with the

unanimous consent of the Holders of the outstanding Willis Engine Funding LLC

Secured Notes, Series 2002-1, Class A and B, the Indenture Trustee have agreed

to amend and restate the Original Supplement but only upon the terms and

conditions hereinafter set forth and in reliance on the representations and

warranties of the Issuer set forth herein.




 




NOW THEREFORE, in

consideration of the mutual agreements herein contained, the parties hereto

agree as follows:




 




ARTICLE I





DEFINITIONS; CALCULATION GUIDELINES




 




Section 1.1                                   Definitions.




 




Capitalized terms used in

this Supplement but not defined herein shall have the meaning assigned to such

terms in the Indenture.  Whenever used

in this Supplement, the following words and phrases shall have the following

meanings, and the definitions of such terms are applicable to the singular as

well as the plural forms of such terms and to the masculine as well as to the

feminine and neuter genders of such terms.




 




Section 1.2                                   Calculation

Guidelines.




 




For purposes of

calculating the Class A Note Interest Payment, the Class A Note Principal

Balance shall at all times be equal to the sum of all Class A Loans then

outstanding.  For purposes of

calculating the Class B Note Interest Payment, the Class B Note Principal

Balance shall at all times be equal to the sum of all Class B Loans then

outstanding.




 





























 




ARTICLE II





CREATION OF THE SERIES 2002-1 NOTES




 




Section 2.1                                   Designation:

General Terms and Conditions.




 




(a)                                  There

is hereby created a Series of Notes to be issued in two Classes pursuant to the

Indenture and this Supplement to be known respectively as the “Willis Engine

Funding LLC Secured Notes, Series 2002-1, Class A and Class B”.  The Class A Notes are hereby further divided

into two subclasses to be known as the “Willis Engine Funding LLC Secured

Notes, Series 2002-1, Subclass A-1” and the “Willis Engine Funding LLC Secured

Notes, Series 2002-1, Subclass A-2”. 

The Class B Notes are hereby further divided into two subclasses to be

known as the “Willis Engine Funding LLC Secured Notes, Series 2002-1, Subclass

B-1” and the “Willis Engine Funding LLC Secured Notes, Series 2002-1, Subclass

B-2”.  The Series 2002-1 Notes shall not

be rated by any Rating Agency unless required by the Deal Agent.




 




(b)                                 The

Payment Date with respect to the Series 2002-1 Notes shall be the twentieth day

of each month, or, if such day is not a Business Day, the immediately following

Business Day.




 




(c)                                  The

“Class A Notes” and “Class B Notes” issued under the Original Indenture shall

be exchanged for the Subclass A-1 Notes and the Subclass B-1 Notes in definitive

form substantially in the forms of Exhibit A-1 and Exhibit B-1

hereto.  The Subclass A-2 Notes and the

Subclass B-2 Notes shall be issued in definitive form substantially in the

forms of Exhibit A-2 and Exhibit B-2 hereto.




 




(d)                                 Payments

of principal and interest on the Series 2002-1 Notes shall be payable solely

from funds on deposit in the Series 2002-1 Series Account or from other funds

as set forth in this Series 2002-1 Supplement at the times and in the amounts

set forth in Article III of this Supplement.




 




(e)                                  In

furtherance of, and in addition to the property identified in, the Granting

Clause set forth in the Indenture, as it relates to this Supplement, the Issuer

hereby grants to the Indenture Trustee, for the benefit of the Series 2002-1

Noteholders, a security interest in all of Issuer’s right, title and interest

in and to (i) each of the Series 2002-1 Engines, (ii) the Lease Agreements that

encumber the Series 2002-1 Engines on their respective Transfer Dates or on any

date thereafter, (iii) the Series 2002-1 Series Account, the Series 2002-1

Engine Reserve Account, the Series 2002-1 Security Deposit Account and the

Series 2002-1 Restricted Cash Account and all amounts and Eligible Investments

from time to time on deposit therein, (iv) each Beneficial Interest in an Owner

Trust that owns a Series 2002-1 Engine, and (v) all income, payments and

proceeds of the foregoing (all such property identified in this Section 2.1(e),

collectively, the “Series Collateral”). 

Such Series Collateral (except as set forth in Section 401(d) of the

Indenture with respect to Excess Cash Available for Distribution) shall not be

available to pay any other Aggregate Outstanding Obligations until all

Outstanding Obligations under this Supplement have been paid in full.




 




2





























 




(f)                                    In

the event that any term or provision contained herein shall conflict with or be

inconsistent with any term or provision contained in the Indenture, the terms

and provisions of this Supplement shall govern.




 




Section 2.2                                   Interest

Payments on the Series 2002-1 Notes.




 




(a)                                  Interest

on Series 2002-1 Notes.  Each Loan

shall bear interest on the outstanding principal amount thereof from the date

when made, continued or converted until paid in full at a rate per annum equal

to the sum of the applicable Spread and the applicable Interest Rate.  Such interest shall be payable on each

Payment Date from amounts on deposit in the Series 2002-1 Series Account in

accordance with Section 302 of the Indenture and Section 3.2 of this

Supplement.




 




(b)                                 Default

Interest.  If an Event of Default

has occurred and is continuing on any given day, the Issuer shall pay interest

(“Default Interest”) at a rate per annum equal to the Overdue Rate, for the

period during which such amounts shall remain unpaid.  Such interest shall be payable (i) on each Payment Date from

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

Section 3.2 of this Supplement and (ii) as further provided Article VIII of the

Indenture.




 




(c)                                  Determination

of Interest.  The Administrative

Agent shall determine the Interest on any Class of Notes as provided herein and

pursuant to Section 2.06 of the applicable Note Purchase Agreement.




 




Section 2.3                                   Principal

Payments on the Series 2002-1 Notes.




 




Principal of the Series 2002-1 Notes shall be payable

on each Payment Date from amounts on deposit in the Series 2002-1 Series

Account (and on the Final Payment Date, from amounts on deposit in the Series

2002-1 Restricted Cash Account) in accordance with Section 3.2 of this

Supplement.  The unpaid principal amount

of the Series 2002-1 Notes shall be due and payable in full on the Final

Payment Date, together with all unpaid interest, fees, expenses, costs and

other amounts payable by the Issuer pursuant to the terms of the Indenture and

this Supplement.




 




Section 2.4                                   Amounts

and Terms of Series 2002-1 Noteholder Commitments; Fees Payable by Issuer.




 




(a)                                  Subject

to the terms and conditions of this Supplement and the Class A Note Purchase

Agreements and the Class B Note Purchase Agreements (i) the Subclass A-1 Note

Commitment and the Subclass B-1 Note Commitment, respectively, shall be

available to the Issuer on and after the Closing Date until the Conversion Date

and (ii) the Subclass A-2 Note Commitment and the Subclass B-2 Note Commitment,

respectively, shall be available to the Issuer on and after the Effective Date

until the Subclass A2/B2 Amortization Commencement Date.




 




(b)                                 During

the applicable Revolving Period, the respective Series 2002-1 Notes shall be

revolving notes with maximum aggregate principal amounts equal to their

respective Note Commitments, then in effect; provided, however,

that at no time shall the Class A Note Principal




 




3





























 




Balance exceed the Senior Asset Base for this Series 2002-1 nor shall

the Class B Note Principal Balance exceed the Subordinate Asset Base for this

Series 2002-1.  The Deal Agent shall

maintain a record of all Loans and repayments made on the Class A Notes and the

Class B Notes and absent manifest error such records shall be conclusive.  On any date requested by the Issuer, after

the Issuer shall have satisfied all applicable conditions precedent set forth

in Article V hereof and in each Class A Note Purchase Agreement and each Class

B Note Purchase Agreement, each Purchaser shall, at the Issuer’s request for a

Loan as specified in a notice given to the Deal Agent in accordance with the

terms of the applicable Note Purchase Agreement, make payment thereof (in proportion

to its respective commitment) in accordance with the terms of the applicable

Note Purchase Agreement in an amount specified in such notice, and in

accordance with the written direction of the Issuer by wire transfer in same

day funds provided, that each request for an advance of principal of the

applicable Note shall, subject to the applicable Note Commitment then in

effect, be in minimum and multiple aggregate amounts as set forth in Section

2.04(b) of the applicable Note Purchase Agreement.  The Issuer shall pay interest on the Class A Notes and the Class

B Notes at the rates and in the manner set forth in Section 2.2 hereof.  The unpaid principal amount of the Notes and

all unpaid interest accrued thereon, together with any unpaid Senior Step-Up Program

Fee, Subordinate Step-Up Program Fee, Renewal Fee and all other fees, expenses,

costs and other sums chargeable to the Issuer incurred in connection therewith,

shall be due and payable on the Final Payment Date.




 




Each request for a Loan shall constitute a

reaffirmation by the Issuer that (1) no Event of Default or Early Amortization

Event has occurred and is continuing and (2) the representations and warranties

contained in the Series 2002-1 Transaction Documents are true, correct and

complete in all material respects to the same extent as though made on and as

of the date of the request, except to the extent such representations and

warranties specifically relate to an earlier date, in which event they shall be

true, correct and complete in all material respects as of such earlier date.




 




Notwithstanding any other provision of this Section

2.4(b), following the consummation of the Term Securitization, the Purchasers

shall not be obligated to fund Loans under this Series 2002-1 Supplement and

the Note Purchase Agreements until the Issuer and the Purchasers have agreed in

writing regarding the Spreads for such Loans.




 




(c)                                  The

Issuer may, on any Payment Date, repay all or any portion of the Class A Note

Principal Balance and Class B Note Principal Balance provided that the Issuer

gives written notice of such prepayment to the Deal Agent that number of days

before such Payment Date as may be mutually agreed by the Issuer and the Deal

Agent and in accordance with the terms of this Supplement and complies with all

other applicable requirements of the applicable Note Purchase Agreements, by

making a wire transfer to the Deal Agent; provided, however, that

(i) in connection with any such prepayment before the Conversion Date, such

prepayment shall be applied first to reduce pro rata the Subclass A-2 Note Principal Balance and the Subclass B-2

Note Principal Balance until paid in full and thereafter to reduce pro rata the

Subclass A-1 Note Principal Balance and the Subclass B-1 Note Principal Balance

until paid in full and (ii) in connection with any such prepayment from and

after the Conversion Date, such prepayment shall be applied to reduce pro rata

the Aggregate Note Principal Balance; provided, further, however

that the Issuer may not make such repayment from funds in the Series 2002-1

Restricted Cash Account unless the Issuer is repaying all of the Class A Note

Principal Balance




 




4





























 




and all of the Class B Note Principal Balance.  Such repayment shall be accompanied by

instructions to apply such cash to the reduction of principal and accrued

Interest through the date of such payment. 

If the Issuer does not notify each Purchaser and the Deal Agent of any

such principal reduction at least 30 days prior to such principal reduction,

the Issuer shall pay all costs related to the reduction of outstanding

principal, including Breakage Costs and all costs associated with the

outstanding Commercial Paper Notes related to such principal reduction.  The Issuer understands (i) that Commercial

Paper Notes issued in connection with such principal may not be prepaid, (ii)

that the amount of cash proceeds received by each Purchaser may not match the

amount of maturing Commercial Paper Notes on the desired repayment date and

(iii) that each Purchaser shall use its reasonable best efforts to minimize any

such Breakage Costs.




 




(d)                                 The

Issuer may terminate or reduce (i) the Subclass A-1 Maximum Limit or the

Subclass A-2 Maximum Limit pursuant to Section 2.05 of the corresponding Class A

Note Purchase Agreement or (ii) the Subclass B-1 Maximum Limit or the

Subclass B-2 Maximum Limit pursuant to Section 2.05 of the corresponding

Class B Note Purchase Agreement.




 




(e)                                  The

Issuer shall pay on each quarterly Payment Date, beginning with the third

Payment Date, an Administrative Agent Fee to the Administrative Agent as set

forth in Schedule 1.




 




(f)                                    The

Issuer shall pay on any applicable Payment Date the Renewal Fee to the Deal

Agent as set forth in the Issuer Fee Letter.




 




(g)                                 The

Issuer shall pay to the Deal Agent on the Effective Date the Warehouse

Structuring Fee and the Prepaid Interest then due and payable together with any

other fees and expenses of the Deal Agent, each as set forth in the

Supplemental Issuer Fee Letter.




 




(h)                                 The

Issuer shall pay on any Payment Date on or after the Conversion Date the Senior

Step-Up Program Fee and the Subordinate Step-Up Program Fee to the

corresponding Class A Noteholders and the Class B Noteholders, respectively, as

set forth in the Issuer Fee Letter.




 




Section 2.5                                   Increased

Cost; Capital Adequacy; Taxes.




 




The provisions set forth

in Sections 2.08, 2.09 and 2.10 of each Class A Note Purchase Agreement and

Class B Note Purchase Agreement are incorporated herein.




 




Section 2.6                                   Payments,

Computations, Etc.




 




(a)                                  Unless

otherwise expressly provided herein, all amounts to be deposited by the

Issuer or the Servicer hereunder shall be 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.  Unless otherwise expressly provided

herein, all amounts to be paid to the Deal Agent or to any Noteholder, as

applicable, shall be paid in accordance with the terms hereof on the day when

due in lawful money of the United States in immediately available funds to a

dollar denominated account maintained by the Deal Agent or any Noteholder in

accordance with wire instructions given to the Indenture Trustee by the Deal

Agent or Noteholder.  All computations

of interest and other fees hereunder shall be made on the basis of




 




5





























 




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 Loan requested by the Issuer and approved by a Purchaser and the Deal Agent

pursuant to Section 2.04(b) of the applicable Note Purchase Agreement is not,

for any reason 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 such Purchaser against any reasonable loss, cost or

expense incurred by such Purchaser, including, without limitation, any loss

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

the liquidation or reemployment of deposits or other funds acquired by such

Purchaser to fund or maintain such Loan, as the case may be, during such

Interest Accrual Period.




 




ARTICLE III





SERIES 2002-1 SERIES ACCOUNT AND ALLOCATION

AND APPLICATION OF


AMOUNTS THEREIN




 




Section 3.1                                   Series

2002-1 Series Account.




 




The Issuer shall establish on the Effective Date and

maintain, so long as any Series 2002-1 Note is Outstanding, an Eligible Account

with the Indenture Trustee which shall be designated as the Series 2002-1

Series Account, which account is hereby pledged to the Indenture Trustee for

the benefit of the Series 2002-1 Noteholders pursuant to the Indenture and this

Supplement.  All deposits of funds by or

for the benefit of the Series 2002-1 Noteholders from the Trust Account and the

Series 2002-1 Restricted Cash Account shall be accumulated in, and withdrawn

from, the Series 2002-1 Series Account in accordance with the provisions of the

Indenture and this Supplement.




 




Section 3.2                                   Distributions

from Series 2002-1 Series Account on each Payment Date.




 




On

each Payment Date, the Indenture Trustee shall, in accordance with the Servicer

Report, distribute funds then on deposit in the Series 2002-1 Series Account

and any other funds available for application to the Series 2002-1 Notes to the

following Persons and in the following order of priority:




 




I                                            If

an Early Amortization Event shall not then be continuing:




 




(A)                              By

wire transfer of immediately available funds, to the Indenture Trustee, all

Indenture Trustee’s Fees, to the Custodian, all Collateral Custodian’s Fees, to

any Owner Trustee of an Owner Trust that owns a Series 2002-1 Engine, any fees

and expenses incurred in performing its duties under the applicable Trust

Agreement, in each case then due and payable for Series 2002-1 to the extent

not paid by the Servicer;




 




6





























 




(B)                                (i)                                     if

the Indenture Trustee has received the Servicer Report for the related Collection

Period, to the Servicer by wire transfer of immediately available funds, an

amount equal to the sum of any (x) Servicing Fee Arrearage and

(y) Servicing Fee then due and payable and (ii) to the Servicer by

wire transfer of immediately available funds, an amount equal to any

outstanding Servicer Advance;




 




(C)                                To

the Administrative Agent, any fees and expenses then payable to the

Administrative Agent approved by the Requisite Global Majority pursuant to

Section 405(b) of the Indenture;




 




(D)                               To

each Interest Rate Hedge Provider, any payments owing under the related

Interest Rate Hedge Agreement other than termination payments;




 




(E)                                 To

each Holder of a Class A Note on the immediately preceding Record Date an

amount equal to such Holder’s pro rata portion of first, any

Class A Note Interest Arrearage, and second, the Class A Note

Interest Payment for such Payment Date;




 




(F)                                 To

each Holder of a Class B Note on the immediately preceding Record Date, an

amount equal to its pro rata portion of first, any Class B

Note Interest Arrearage, and second, the Class B Note Interest Payment for

such Payment Date;




 




(G)                                To

the Series 2002-1 Restricted Cash Account, an amount sufficient so that the

total amount on deposit therein is equal to the Series 2002-1 Restricted Cash

Amount for such Payment Date;




 




(H)                               (i)

To the Deal Agent, an amount equal to the Renewal Fee, if applicable and (ii)

to the Administrative Agent an amount equal to the sum of (x) the

Administrative Agent Fee then due and payable and (y) any unpaid Administrative

Agent Fee from all prior Payment Dates;




 




(I)                                    On

a pro rata basis, (i) to each

Holder of a Class A Note on the immediately preceding Record Date, an

amount equal to its pro rata portion of the Class A Note

Minimum Principal Payment Amount, (ii) for any Payment Date on or after the

Subclass A2/B2 Amortization Commencement Date but before the Conversion Date,

to each Holder of a Subclass A-2 Note on the immediately preceding Record Date,

an amount equal to its pro rata

portion of the Subclass A-2 Amortization Amount and (iii) to each Interest Rate

Hedge Provider any termination payments owing under the related Interest Rate

Hedge Agreement;




 




(J)                                   On

a pro rata basis, (i) to each

Holder of a Class B Note on the immediately preceding Record Date, an amount

equal to its pro rata portion of the Class B Note Minimum Principal

Payment Amount and (ii) for any Payment Date on or after the Subclass A2/B2

Amortization Commencement Date but before the Conversion Date, to each Holder

of a Subclass B-2 Note on the immediately preceding Record Date, an amount

equal to its pro rata portion of

the Subclass B-2 Amortization Amount;




 




7





























 




(K)                               For

any Payment Date on or after the Conversion Date, to each Holder of a Class A Note

on the immediately preceding Record Date, an amount equal to its pro rata

portion of the sum of (x) the Senior Step-Up Program Fee then due and

payable and (y) any unpaid Senior Step-Up Program Fee from all prior

Payment Dates, if any;




 




(L)                                 For

any Payment Date on or after the Conversion Date, to each Holder of a Class B

Note on the immediately preceding Record Date, an amount equal to its pro rata portion of the sum of

(x) the Subordinate Step-Up Program Fee then due and payable and

(y) any unpaid Subordinate Step-Up Program Fee from all prior Payment

Dates, if any;




 




(M)                            For

any Payment Date on or after the Conversion Date, to each Holder of a

Class A Note on the immediately preceding Record Date, an amount equal to

its pro

rata portion of the Class A Note Distributable Amortization

Amount;




 




(N)                               For

any Payment Date on or after the Conversion Date, to each Holder of a

Class B Note on the immediately preceding Record Date, an amount equal to

its pro rata portion of the

Class B Note Distributable Amortization Amount;




 




(O)                               To

each Holder of a Class A Note on the immediately preceding Record Date, pro rata,

an amount equal to any Class A Increased Costs and amounts due pursuant to

Sections 2.5 and 2.6 hereof, if any, then due and payable with respect to

such Class A Note and any other costs, expenses, taxes and indemnities payable

by the Issuer pursuant to each Class A Note Purchase Agreement;




 




(P)                                 To

each Holder of a Class B Note on the immediately preceding Record Date, pro rata,

an amount equal to any Class B Increased Costs and amounts due pursuant to

Sections 2.5 and 2.6 hereof, if any, then due and payable with respect to

such Class B Note and any other costs, expenses, taxes and indemnities payable

by the Issuer pursuant to each Class B Note Purchase Agreement;




 




(Q)                               To

the Indenture Trustee for distribution pursuant to Section 401(d) of the

Indenture, as Excess Cash Available for Distribution, to the extent that any

Deficient Series is Outstanding on such Payment Date; and




 




(R)                                To

the Issuer by wire transfer of immediately available funds, any remaining

amount on deposit in the Series 2002-1 Series Account on such Payment

Date.




 




Notwithstanding

the foregoing, the amounts set forth in clause (R) shall be payable only at

such times as no Deficient Series then exists.




 




II                                        If

an Early Amortization Event shall then be continuing:




 




(A)                              By

wire transfer of immediately available funds, to the Indenture Trustee, all

Indenture Trustee’s Fees, to the Custodian, all Collateral Custodian’s Fees, to

any Owner Trustee of an Owner Trust that owns a Series 2002-1 Engine, any fees

and




 




8





























 




expenses

incurred in performing its duties under the applicable Trust Agreement, in each

case then due and payable for Series 2002-1 to the extent not paid by the

Servicer;




 




(B)                                (i)                                     If

the Indenture Trustee has received the Servicer Report for the related

Collection Period, to the Servicer by wire transfer of immediately available

funds, an amount equal to the sum of any (x) Servicer Fee Arrearage and

(y) Servicer Fee then due and payable and (ii) to the Servicer by

wire transfer of immediately available funds, an amount equal to any

outstanding Servicer Advance;




 




(C)                                To

the Administrative Agent, any fees and expenses then payable to the Administrative

Agent approved by the Requisite Global Majority pursuant to

Section 405(b) of the Indenture;




 




(D)                               To

an Interest Rate Hedge Provider, any payments owing under the related Interest

Rate Hedge Agreement other than termination payments;




 




(E)                                 To

each Holder of a Class A Note on the immediately preceding Record Date an

amount equal to such Holder’s pro rata portion of first, any

Class A Note Interest Arrearage, and second, the Class A Note

Interest Payment for such Payment Date;




 




(F)                                 To

each Holder of a Class B Note on the immediately preceding Record Date, an

amount equal to its pro rata portion of first, any

Class B Note Interest Arrearage, and second, the Class B Note Interest

Payment for such Payment Date;




 




(G)                                To

the Series 2002-1 Restricted Cash Account, an amount sufficient so that the

total amount on deposit therein is equal to the Series 2002-1 Restricted Cash

Amount for such Payment Date;




 




(H)                               (i)

To the Deal Agent, an amount equal to the Renewal Fee, if applicable and (ii)

to the Administrative Agent an amount equal to the sum of (x) the

Administrative Agent Fee then due and payable and (y) any unpaid Administrative

Agent Fee from all prior Payment Dates;




 




(I)                                    For

any Payment Date on or after the Conversion Date, to each Holder of a Class A

Note on the immediately preceding Record Date, an amount equal to its pro rata

portion of the sum of (x) the Senior Step-Up Program Fee then due and

payable and (y) any unpaid Senior Step-Up Program Fee from all prior

Payment Dates, if any;




 




(J)                                   For

any Payment Date on or after the Conversion Date, to each Holder of a Class B

Note on the immediately preceding Record Date, an amount equal to its pro rata

portion of the sum of (x) the Subordinate Step-Up Program Fee then due and

payable and (y) any unpaid Subordinate Step-Up Program Fee from all prior

Payment Dates, if any;




 




(K)                               On

a pro rata basis, (i) to each

Holder of a Class A Note on the immediately preceding Record Date, an

amount equal to its pro rata portion of the




 




9





























 




Class A

Note Minimum Principal Payment Amount and (ii) to each Interest Rate Hedge

Provider any termination payments owing under the related Interest Rate Hedge

Agreement;




 




(L)                                 To

each Holder of a Class B Note on the immediately preceding Record Date, an

amount equal to its pro rata portion of the Class B Note

Minimum Principal Payment Amount;




 




(M)                            To

each Holder of a Class A Note on the immediately preceding Record Date, pro rata,

an amount equal to any Class A Increased Costs and amounts due pursuant to

Sections 2.5 and 2.6 hereof, if any, then due and payable with respect to

such Class A Note and any other costs, expenses, taxes and indemnities payable

by the Issuer pursuant to each Class A Note Purchase Agreement;




 




(N)                               To

each Holder of a Class B Note on the immediately preceding Record Date, pro rata,

an amount equal to any Class B Increased Costs and amounts due pursuant to

Sections 2.5 and 2.6 hereof, if any, then due and payable with respect to

such Class B Note and any other costs, expenses, taxes and indemnities payable

by the Issuer pursuant to each Class B Note Purchase Agreement;




 




(O)                               To

the Indenture Trustee for distribution pursuant to Section 401(d) of the

Indenture, as Excess Cash Available for Distribution, to the extent that any Deficient

Series is Outstanding on such Payment Date; and




 




(P)                                 To

the Issuer by wire transfer of immediately available funds, any remaining

amount on deposit in the Series 2002-1 Series Account on such Payment

Date.




 




Any amounts payable to a

Noteholder shall be made by wire transfer of immediately available funds to the

account that such Noteholder has designated to the Indenture Trustee in writing

on or prior to the Business Day immediately preceding the Payment Date.




 




Section 3.3                                   Allocation

of Excess Cash Available for Distribution.




 




On each Payment Date, the

Indenture Trustee shall distribute any Excess Cash Available for Distribution

deposited into the Series 2002-1 Series Account in accordance with Section 401

of the Indenture in payment of the amounts and in the order of priority set

forth in Section 3.2(I) or (II) hereof, as the case may be.




 




Section 3.4                                   Series

2002-1 Restricted Cash Account.




 




(a)                                  The

Issuer shall establish on the Effective Date and maintain so long as any Series

2002-1 Note is Outstanding an Eligible Account with the Indenture Trustee which

shall be designated as the Series 2002-1 Restricted Cash Account, which account

is hereby pledged to the Indenture Trustee pursuant to the Indenture and this

Supplement.  On the date on which the initial

Loan is made, the Issuer will deposit the Series 2002-1 Restricted Cash Amount

in the Series 2002-1 Restricted Cash Account from the proceeds of issuance of

the Series 2002-1 Notes and thereafter amounts shall be deposited in the Series

2002-1 Restricted Cash Account in accordance with Section 3.2 of this

Supplement.  Any and all moneys remitted

by the Indenture




 




10





























 




Trustee to the Series 2002-1 Restricted Cash Account shall be invested

in Eligible Investments in accordance with the Indenture and shall be

distributed in accordance with this Section 3.4.




 




(b)                                 The

Indenture Trustee shall as promptly as practicable, in accordance with written

instructions from the Deal Agent delivered to the Indenture Trustee prior to

each Payment Date, make a draw on the Series 2002-1 Restricted Cash Account in

an amount equal to the extent by which amounts on deposit in the Series 2002-1

Series Account will be insufficient to pay those amounts payable pursuant to

Section 3.2(I)(E) and (F) or Section 3.2(II)(E) and (F), as the case may be, on

such Payment Date (after giving effect to any distributions to be made on such

Payment Date prior to the payment of such amounts) and the amount of any such

draw shall be deposited in the Series 2002-1 Series Account.




 




(c)                                  On

each Payment Date, the Indenture Trustee shall, in accordance with the Servicer

Report or pursuant to written instructions from the Deal Agent, deposit in the

Series 2002-1 Series Account the excess, if any, of (A) amounts then on deposit

in the Restricted Cash Account (after giving effect to any withdrawals

therefrom on such Payment Date) over (B) the Series 2002-1 Restricted Cash

Amount.  On the Final Payment Date, any

remaining funds in the Series 2002-1 Restricted Cash Account shall be deposited

in the Series 2002-1 Series Account and distributed in accordance with Section

3.2 of this Supplement.




 




Section 3.5                                   Series

2002-1 Engine Reserve Account.




 




(a)                                  The

Issuer shall establish on the Effective Date and maintain an Eligible Account

with the Indenture Trustee which shall be designated as the Series 2002-1

Engine Reserve Account, which account is hereby pledged to the Indenture

Trustee pursuant to the Indenture and this Supplement.  The Issuer, or Servicer on its behalf; shall

cause the Lessees to remit the Maintenance Reserve Payments to the Trust

Account, and the Servicer, pursuant to the Servicing Agreement, shall, by not

later than each Determination Date, specifically identify those Maintenance

Reserve Payments to a particular Eligible Engine and instruct the Indenture

Trustee to allocate all Maintenance Reserve Payments on deposit in the Trust

Account which relate to any Engine pledged as collateral for the Series 2002-1

Notes, to the Series 2002-1 Engine Reserve Account.




 




(b)                                 The

Issuer shall maintain (or shall cause the Servicer to maintain) records that

will identify amounts on deposit in the Series 2002-1 Engine Reserve Account to

a specific Eligible Engine.  The

Servicer shall be entitled to withdraw funds from the Series 2002-1 Engine

Reserve Account for the payment of maintenance expenses with respect to the

related Eligible Engine, at the times and subject to the further conditions set

forth in the Servicing Agreement; provided, however, that the Servicer may not

make any such withdrawal in an amount greater than $1,000,000 unless the Deal

Agent determines (or is deemed to determine) that the use of proceeds of such

withdrawal complies with the Maintenance Reserve Withdrawal Conditions (as

defined below).




 




The Servicer shall give the Indenture Trustee and the

Deal Agent prior written notice of any such requested withdrawal in excess of

$1,000,000, accompanied by supporting documentation showing compliance with the

Maintenance Reserve Withdrawal Conditions. 

Such request shall be accompanied by a notice in the form of Exhibit

F to this Supplement, duly




 




11





























 




completed (a “Withdrawal Notice”).  The Indenture Trustee shall, upon receipt of such notice of a

requested withdrawal and supporting documentation, transmit copies thereof by

telecopy to the Deal Agent.  If such

notice and documentation are received by the Indenture Trustee prior to

2:00 p.m. (New York time) on any Business Day, the Indenture Trustee will

telecopy the same to the Deal Agent at (212) 412-3266 on the same Business

Day.  In all other cases the Indenture

Trustee will telecopy such notice and documentation to the Deal Agent at such

telecopy number on the next Business Day following the Indenture Trustee’s

receipt thereof.  If the Deal Agent

determines that such supporting documentation does not show that such drawing

complies with the Maintenance Reserve Withdrawal Conditions or that it has

received insufficient supporting documentation to show such compliance, it will

so indicate by signing the applicable Withdrawal Notice in the space provided,

and sending such signed Withdrawal Notice to the Indenture Trustee and the

Servicer no later than 5:00 p.m. (New York time) on the second Business

Day after the day on which the Deal Agent received such telecopy from the

Indenture Trustee.  Such notice by the

Deal Agent, if given, will be sent to the Indenture Trustee by telecopy at

(212) 815-2493.  If the Indenture

Trustee does not receive such notice by 5:00 p.m. (New York time) on such

second Business Day at such telecopy number, the Deal Agent will be deemed to

have determined that such withdrawal complies with the Maintenance Reserve

Withdrawal Conditions.  If the Indenture

Trustee timely receives such Withdrawal Notice signed by the Deal Agent, it

will not permit the applicable withdrawal from the Series 2002-1 Engine Reserve

Account.  If the Indenture Trustee does

not timely receive such Withdrawal Notice signed by the Deal Agent, it will

permit the applicable withdrawal.




 




The “Maintenance Reserve

Withdrawal Conditions” applicable to any Withdrawal Notice are that




 




(i)                                     the

amount requested to be withdrawn must be no greater than the aggregate amount

of the invoices for work done on the applicable Eligible Engine, copies of

which are delivered as part of the supporting documentation for such Withdrawal

Notice, and




 




(ii)                                  the

amount requested to be withdrawn must be no greater than the aggregate amount

of all Maintenance Reserve Payments on deposit in the Series  2002-1

Engine Reserve Account which were shown as being allocated to the applicable

Eligible Engine in the most recently delivered Servicer Report.




 




Notwithstanding the

foregoing, so long as a Servicer Default is then in effect, the Servicer shall

not be entitled to make any such withdrawal (irrespective of the amount

thereof) except upon presentation of supporting documentation reasonably

determined by the Deal Agent to comply with the Maintenance Reserve Withdrawal

Conditions and the terms of the applicable Lease Agreement (which shall

evidence its determination by written instrument delivered to the Indenture

Trustee).




 




Section 3.6                                   Series

2002-1 Security Deposit Account.




 




(a)                                  The

Issuer shall establish on the Effective Date and maintain an Eligible Account

with the Indenture Trustee which shall be designated as the Series 2002-1

Security Deposit Account, which account is hereby pledged to the Indenture

Trustee pursuant to the Indenture and




 




12





























 




this Supplement.  The Issuer, or

Servicer on its behalf, shall cause the Lessees to remit the Security Deposits

to the Trust Account, and the Servicer, pursuant to the Servicing Agreement,

shall, by not later than each Determination Date, specifically identify those

Security Deposits to a particular Eligible Engine and instruct the Indenture

Trustee to allocate all Security Deposits on deposit in the Trust Account which

relate to any Engine pledged as collateral for the Series 2002-1 Notes, to the

Series 2002-1 Security Deposit Account.




 




(b)                                 The

Issuer shall maintain (or shall cause the Servicer to maintain) records that

will identify amounts on deposit in the Series 2002-1 Security Deposit Account

to a specific Eligible Engine.  The

Servicer shall be entitled to withdraw funds from the Series 2002-1 Security

Deposit Account for the refund to the Lessee of the Security Deposit with

respect to the related Eligible Engine, at the times and subject to the further

conditions set forth in the Servicing Agreement; provided, however,

that so long as a Servicer Default is then in effect, the Servicer shall not be

entitled to make such withdrawal except upon presentation of supporting

documentation reasonably determined by the Deal Agent to comply with the terms

of the applicable Lease Agreement (which shall evidence its determination by

written instrument delivered to the Indenture Trustee).




 




(c)                                  The

Servicer shall be entitled to withdraw any funds eligible for withdrawal

pursuant to Section 3.6(b) from the Series 2002-1 Security Deposit Account and

transfer them to the Series 2002-1 Collection Account to be applied (i) in

respect of a final Scheduled Payment due and owing by the related Lessee with

respect to the related Eligible Engine or (ii) otherwise upon a payment default

by the related Lessee pursuant to the applicable Lease, at the times and

subject to the further conditions set forth in the Servicing Agreement; provided,

however, that so long as a Servicer Default is then in effect, the

Servicer shall not be entitled to make such withdrawal except upon presentation

of supporting documentation reasonably determined by the Deal Agent to comply

with the terms of the applicable Lease Agreement (which shall evidence its

determination by written instrument delivered to the Indenture Trustee).




 




Section 3.7                                   Securities

Accounts.




 




(a)                                  Notwithstanding

any other provision of this Supplement or the Indenture, with respect to each

of the Securities Accounts, the Securities Intermediary hereby agrees that it

will comply with entitlement orders (as such term is defined under the UCC)

originated by the Indenture Trustee without further consent by the Issuer.




 




(b)                                 Each

of the Issuer, the Securities Intermediary and the Indenture Trustee intends

that the provisions of Section 3.7(a) will give the Indenture Trustee “control”

over the Securities Accounts (as the term “control” is defined under the UCC),

without prejudice to any other provision of the UCC that also would be deemed

to give the Indenture Trustee such control.




 




ARTICLE IV





ADDITIONAL COVENANTS




 




In addition to the

covenants set forth in Article VI of the Indenture, the Issuer hereby makes the

following additional covenants for the benefit of the Series 2002-1

Noteholders:




 




13





























 




Section 4.1                                   Additional

Series.




 




For so long as any Series

2002-1 Note is Outstanding, the Issuer shall not issue any additional Series of

Notes on or after the Effective Date without (a) the prior written consent of

the Control Party for this Series 2002-1, (b) confirmation in writing that the

Outstanding obligations of each Series of Notes (calculated after giving effect

to such proposed issues) shall not exceed the Asset Base for such Series of

Notes as evidenced by the related Asset Base Certificate most recently received

by the Indenture Trustee (but not earlier than the preceding Payment Date) and

(c) confirmation in writing that no Early Amortization Event or Event of

Default has occurred and is then continuing, and as a result of the issuance of

such new Series no Early Amortization Event or Event of Default will exist.




 




Section 4.2                                   Reserved.




 




Section 4.3                                   Inspections.




 




The Issuer agrees that

any Person designated in writing by the Deal Agent may consult with the proper

officials of the Issuer (including, without limitation, officials of any

Affiliate of the Issuer in charge of servicing the Lease Agreements) at such

times during normal business hours and as often as the Deal Agent may

reasonably request regarding the information required to be furnished pursuant

to the Servicing Agreement or regarding the performance of its respective

covenants and agreements contained in any of this Supplement or any of the

Related Documents to which it is a party.




 




Section 4.4                                   Portfolio

Report; Principal Report.




 




(a)                                  The

Issuer shall (or shall cause the Servicer to) on each Determination Date

prepare and deliver to the Indenture Trustee, each Series Enhancer (if

applicable), each Rating Agency (if applicable) and the Administrative Agent a

monthly report substantially in the form attached hereto as Exhibit J-1 (the

“Portfolio Report”) detailing the status of each Lease including but not

limited to engine utilization, engine lease rates, engine purchases and

dispositions, current Lessees, any repossessions under any Lease and any

delinquencies under any Lease.




 




(b)                                 The

Issuer shall (or shall cause the Servicer to) on each Principal Report Date

prepare and deliver to the Administrative Agent a monthly report substantially

in the form attached hereto as Exhibit J-2 (the “Principal Report”) for the

related Payment Date listing the Class A Note Principal Balance and the Class B

Note Principal Balance that will be outstanding on such Payment Date after all

distributions of principal on such Payment Date.




 




Section 4.5                                   Interest

Rate Hedge Agreements.




 




(a)                                  The

Issuer shall enter into Interest Rate Hedge Agreements in order to protect the

Issuer, to the extent commercially practicable, from fluctuations in interest

rates which would increase the interest payments of the Issuer on Notes issued

under this Supplement; provided that Interest Rate Hedge Agreements

shall be maintained in at least the amount specified in Schedule 1 and in form

and substance acceptable to the Deal Agent and be with an Interest Rate Hedge

Provider acceptable to the Deal Agent; provided, however, that

following any Servicer Default




 




14





























 




the Deal Agent shall have the right, in its sole discretion but after

consultation with the initial Servicer if the initial Servicer is still an

operating entity, to direct the Indenture Trustee to enter into Interest Rate

Hedge Agreements on the Issuer’s or the Indenture Trustee’s behalf on or prior

to the effective date of each such Interest Rate Hedge Agreement which is not

solely a cap agreement, the Interest Rate Hedge Providers thereunder shall

agree, for the period of one year after all Indebtedness under this Supplement

shall have been paid in full, not to commence any case, proceeding or other

action under any existing or future Insolvency Law seeking to have an order for

relief entered with respect to the Issuer. 

In addition, long term senior unsecured indebtedness of the related

Interest Rate Hedge Provider shall be rated not less than “A” by Standard &

Poor’s and “A2” by Moody’s.




 




(b)                                 Each

Interest Rate Hedge Agreement shall provide that all payments made pursuant

thereto shall be paid directly to the Series 2002-1 Series Account or shall be

assigned to the Issuer with directions from the Issuer to deposit such payments

in the Series 2002-1 Series Account, and all payments received from an Interest

Rate Hedge Provider shall be deposited by the Issuer or the Indenture Trustee

directly into the Series 2002-1 Series Account.




 




Section 4.6                                   Insurance.




 




The Issuer shall at all times cause each Engine, the

Indenture Trustee, the Administrative Agent, the Deal Agent and the Noteholders

to be covered by insurance of the type and having limits, scope and coverage

described in clause (13) of the definition of Eligible Engine contained in Exhibit

B to the Indenture.  On or before the

Transfer Date for an Engine, and on or before the date of any Subsequent Lease

Transaction, the Issuer shall deliver to the Custodian one or more insurance

broker’s certificates evidencing the insurance coverage required hereby (in

addition to any insurance coverage required by the Servicing Agreement), which

shall be satisfactory to the Deal Agent. 

Certificates evidencing replacements and renewals of such required

insurance shall be timely obtained and promptly thereafter delivered by the

Issuer to the Custodian.




 




Section 4.7                                   Lessee

Acknowledgment.




 




Within 90 days of the

Transfer Date with respect to any Engine, the Lessee under the Lease Agreement

relating to such Engine, if any, shall have executed and delivered to the Deal

Agent a written agreement, substantially in the form attached hereto as Exhibit

D.




 




Section 4.8                                   Opinions

of Foreign Local Counsel.




 




Within 120 days of the

Transfer Date related to each Engine and related Lease Agreement, as the case

may be, the Issuer shall cause the delivery to the Series 2002-1 Noteholders of

such Opinions of Counsel as may be requested by the Deal Agent, other than

counsel employed by the Issuer, the Seller or the Servicer for purposes other

than solely with respect to the issuance of such opinions, in form and

substance satisfactory to the Series 2002-1 Noteholders, as to the perfection

and priority (to the extent applicable in such jurisdiction) of the Indenture

Trustee’s security interest in each Engine and related Lease Agreement, which

are subject to the applicable laws of any jurisdiction other than the United

States.




 




15





























 




Section 4.9                                   Filing

of Leases with FAA.




 




The Issuer will cause

each Lease to be duly filed with the FAA, together with any Lease assignment

which may be necessary to perfect the Indenture Trustee’s security interest in

such Lease, no later than the Transfer Date of the applicable Engine and, in

the case of any Lease executed and delivered after such Transfer Date, no later

than the date of such execution and delivery, and will deliver, or will cause

to be delivered, evidence of such filing together with any “chattel paper”

original of such Lease to the Custodian within three Business Days of such

filing.




 




ARTICLE V





CONDITIONS OF EFFECTIVENESS AND FUTURE

LENDING




 




Section 5.1                                   Effectiveness

of Supplement.




 




The effectiveness of this

Supplement is subject to the condition precedent that the Indenture Trustee

shall have received all of the following, each duly executed and dated as of

the Effective Date, in form and substance satisfactory to all of the Series

2002-1 Noteholders and each (except for the Series 2002-1 Notes, of which only

the originals shall be signed) in sufficient number of signed counterparts to provide

one for each Series 2002-1 Noteholder:




 




(a)                                  Series

2002-1 Notes:  Series 2002-1 Notes

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

favor of the purchasers thereof in the stated principal amount of such Series

2002-1 Notes.




 




(b)                                 Certificate(s)

of Secretary or Assistant Secretary. 

Separate certificates executed by the corporate secretary or assistant

secretary of each of Willis Lease Finance Corporation (in its capacities as the

Seller) and the Issuer, dated the Effective Date, certifying (i) that the

respective company has the authority to execute and deliver, and perform its

respective obligations under each of the Series 2002-1 Transaction Documents to

which it is a party, and (ii) that attached are true, correct and complete

copies of the Certificate of Incorporation, by-laws (or, in the case of the

Certificate of Incorporation and by-laws, that such documents have not been

amended, restated, or otherwise supplemented since the Closing Date), board

resolutions and incumbency certificates (in the case of Willis Lease Finance

Corporation) or Certificate of Formation, Limited Liability Company Agreement

(or, in the case of the Certificate of Formation and Limited Liability Company

Agreement, that such documents have not been amended, restated, or otherwise

supplemented since the Closing Date) and incumbency certificates (in the case

of the Issuer), in form and substance satisfactory to all of the Series 2002-1

Noteholders.




 




(c)                                  Security

Documents.  The Indenture and this Supplement,

in form and substance satisfactory to all of the Series 2002-1 Noteholders,

shall have been executed and delivered by Issuer, and all other parties

thereto, together with other documents reasonably requested by the Series

2002-1 Noteholders.




 




(d)                                 Series

2002-1 Transaction Documents.  Each

of the Indenture, the Subclass A-1 Note Purchase Agreement, the Subclass A-2

Note Purchase Agreement, the Subclass B-1 Note




 




16





























 




Purchase Agreement, the Subclass B-2 Note Purchase Agreement, the

Servicing Agreement and the Contribution and Sale Agreement shall have been

duly executed and delivered.




 




(e)                                  Opinions

of Counsel.  Opinions of Counsel to

the Issuer, the Seller, the Guarantor and the Servicer as to the enforceability

of the Series 2002-1 Transaction Documents to which each is a party and the

filing of the Series 2002-1 Transaction Documents with the Federal Aviation

Administration, such Opinions of Counsel to be in form and substance

satisfactory to the Series 2002-1 Noteholders.




 




(f)                                    Legal

Fees.  The Issuer shall have paid to

Sidley Austin Brown & Wood llp

its fees and expenses as counsel for the Deal Agent and the Purchasers.




 




(g)                                 Guaranty.  The Guarantor shall have duly executed and

delivered the Guaranty.




 




Purchase of the Subclass

A-2 and Subclass B-2 Notes by the corresponding Series 2002-1 Noteholders shall

be conclusive evidence, upon which the Indenture Trustee may rely that the

Series 2002-1 Noteholders have determined that the conditions precedent to the

effectiveness of the Series 2002-1 Supplement set forth in (a) through (g)

above, have been complied with to their satisfaction.




 




Section 5.2                                   Advances

on Notes.




 




The obligation of a Purchaser to make any Loans

pursuant to the applicable Note Commitment under this Supplement and the

applicable Note Purchase Agreement is subject to the following further

conditions precedent; provided, however, that the Deal Agent may waive in

writing those conditions set forth in subdivisions (o), (r), (s), (v) and (w) of

this Section 5.2:




 




(a)                                  Default.  Before and after giving effect to such

advance, no Event of Default shall have occurred and be continuing.




 




(b)                                 Early

Amortization Event.  Before and

after giving effect to such advance, no Early Amortization Event shall have

occurred and be continuing, unless each of the Requisite Global Majority and

Holders representing one hundred percent (100%) of the Aggregate Note Principal

Balance have approved such advance.




 




(c)                                  Certification.  Issuer shall have delivered to the Custodian,

Deal Agent and Sheffield a compliance certificate, signed by an officer of

Issuer, as to the matters set out in Article V and in Article VI of this

Supplement.




 




(d)                                 Asset

Base Certificate.  Issuer shall have

delivered to the Custodian, Deal Agent and Sheffield a duly completed and

executed Asset Base Certificate, as of each Determination Date and one (1) day

preceding an Incremental Funding (as defined in applicable Note Purchase

Agreement), that states that (i) the Class A Note Principal Balance (after

giving effect to such proposed advance of principal of the Class A Note, if

applicable) will not exceed the Senior Asset Base for Series 2002-1 and (ii)

the Class B Note Principal Balance (after giving effect to such proposed

advance of principal of the Notes, if applicable) will not exceed the

Subordinate Asset Base for Series 2002-1 and complies with the requirements

therefor set forth in the Indenture and this Supplement.




 




17





























 




(e)                                  Conversion

Date.  The Conversion Date shall not

have occurred.




 




(f)                                    Security

Documents.  All UCC financing

statements and documents of similar import in other jurisdictions, including

the documents required to be filed pursuant to the Contribution and Sale

Agreement, and other documents reasonably requested by Series 2002-1

Noteholders shall have been filed with the applicable Governmental Authorities,

and all Evidence of Filing delivered by the Seller to the Issuer on such

Transfer Date pursuant to Section 2.03(c) of the Contribution and Sale

Agreement shall have been delivered to the Deal Agent and the Custodian.




 




(g)                                 Certificate

as to Engines.  A certificate from

the Servicer certifying that it is managing all of the Contributed Engines in

accordance with the Servicing Agreement shall have been delivered to the

Custodian.




 




(h)                                 Opinions

of Counsel.  The Custodian shall

have received Opinions of Counsel to the Issuer, other than counsel employed by

the Issuer, the Seller or the Servicer, as to the filing with the FAA of the Indenture

Trustee’s security interest in the Collateral, and the perfection and priority

of such security interest with respect to FAA matters in form and substance

satisfactory to the Series 2002-1 Noteholders.




 




(i)                                     Perfected

Security Interest.  The Custodian

and the Deal Agent shall have received evidence satisfactory to the Deal Agent

that the Indenture Trustee has (or upon funding, will have) a perfected, first

priority security interest in each Engine and related Lease Agreements that

will be the subject of such Loan; provided, however, that if the

applicable laws of any jurisdiction in which an Engine is required to be

registered does not provide for a means to obtain such a perfected, first

priority security interest, then the Issuer shall provide additional assurances

satisfactory to the Purchasers.




 




(j)                                     Appraisal.  The Custodian and the Deal Agent shall have

received an Appraisal in form, scope and for a value satisfactory to the Deal

Agent with respect to each Engine that will be the subject of such Loan.




 




(k)                                  Chattel

Paper.  Any original counterpart of

each Lease Agreement (other than the one held by the Lessee or filed with any

relevant Governmental Authority) that will be the subject of a Loan that

constitutes “chattel paper” for purposes of the UCC as in effect in the

jurisdiction whose law governs the Lease Agreement has been delivered in escrow

to the Issuer’s FAA Counsel on or prior to the effectiveness of such Lease

Agreement, and shall have been filed with the FAA on or before the date of such

Loan, provided, however, that FAA Counsel shall deliver such “chattel paper”

original counterpart to the Custodian within three (3) Business Days after

such filing.




 




(l)                                     Remittance

to Trust Account.  The Lessee under

each Lease Agreement that will be the subject of a Loan shall have been

directed to remit to the Trust Account all Scheduled Payments and other amounts

owing pursuant to such Lease Agreement.




 




(m)                               Lessee

Acknowledgment.  The Lessee under

the Lease Agreement relating to an Engine, if any, shall have received a

written agreement for Lessee’s signature, substantially in the form attached

hereto as Exhibit D.




 




18





























 




(n)                                 Subclass

A-2 and B-2 Notes.  Solely with

respect to Loans proposed to be made under the Subclass A-2 Note Purchase

Agreement and the Subclass B-2 Note Purchase Agreement, the date of the

proposed advance is not on or after the Subclass A2/B2 Amortization

Commencement Date.




 




(o)                                 Maximum

Concentration by Engine Types.  Each

Engine shall have been manufactured by one of the manufacturers set forth under

the column titled “Manufacturer” on Exhibit C hereto and shall be one of

the engine types set forth opposite the name of such manufacturer under the

column titled “Engine Type” on Exhibit C hereto.  After giving effect to the transfer of

Engines on any Transfer Date, the sum of the Net Book Values of all Eligible

Engines (relating to Existing and Possible Loans) of the same engine type shall

not exceed an amount equal to the product of (i) the percentage set forth

opposite such engine type in the column entitled “Maximum Concentration” on Exhibit

C hereto and (ii) the Aggregate Net Book Value (relating to Existing and

Possible Loans) on such Transfer Date.




 




(p)                                 Maximum

Concentration for Single Lessee. 

After giving effect to the transfer of Engines and the related Lease

Agreements on any Transfer Date, the sum of the Net Book Values of all Eligible

Engines (relating to Existing and Possible Loans) that are or would be subject

to a Lease Agreement with a single Lessee (including Affiliates thereof) shall

not exceed an amount equal to the product of (i) the Single Lessee Percentage

and (ii) the Aggregate Net Book Value (relating to Existing and Possible

Loans).




 




(q)                                 Maximum

Concentration for any Three Lessees. 

After giving effect to the transfer of Engines and the related Lease

Agreements on any Transfer Date, the sum of the Net Book Values of all Eligible

Engines (relating to Existing and Possible Loans) that are or would be subject

to a Lease Agreement with the three (3) largest Lessees with respect to

aggregate Net Book Values (including Affiliates thereof) shall not exceed an

amount equal to the product of (i) the Three Lessee Percentage and (ii)

the Aggregate Net Book Value (relating to Existing and Possible Loans).




 




(r)                                    Maximum

Concentration by Geographic Region. 

After giving effect to the transfer of Engines and the related Lease

Agreements on any Transfer Date, the sum of the Net Book Values of all Engines

(relating to Existing and Possible Loans) that are or would be subject to a

Lease Agreement with Lessees having corporate headquarters located in the

geographic regions set forth in Schedule 1 shall not exceed an amount equal to

the product of (i) the percentage set forth opposite such geographic region

under the column entitled “Maximum Geographic Percentage” in the Geographic

Concentration Table in Schedule 1 and (ii) the Aggregate Net Book Value

(relating to Existing and Possible Loans).




 




(s)                                  Concentration

of Engines for Wide Body Aircraft. 

After giving effect to the transfer of all Engines which are transferred

on any Transfer Date, the sum of the Net Book Values of all Eligible Engines

designed to power Wide Body Aircraft shall not exceed an amount equal to the

product (A) the Wide Body Aircraft Percentage and (B) the Aggregate

Net Book Value.




 




19





























 




(t)                                    On-Lease

Percentage.  After giving effect to

the transfer of Engines on any Transfer Date, the On-Lease Percentage of all

Eligible Engines (relating to Existing and Possible Loans) as of such Transfer

Date shall not be less than the Applicable Percentage.




 




(u)                                 Weighted

Average Lease Rate Factor.  After

giving effect to the transfer of Engines on any Transfer Date, the Weighted

Average Lease Rate Factor for all Eligible Engines (relating to Existing and

Possible Loans) shall not be less than the Weighted Average Lease Rate

Percentage.




 




(v)                                 One

Year Lease Expiry Concentration Percentage.  After giving effect to the transfer of Engines on any Transfer

Date, the One Year Lease Expiry Concentration Percentage for Eligible Engines

(relating to Existing and Possible Loans) on such Transfer Date shall not

exceed the Target One Year Lease Expiry Concentration Percentage.




 




(w)                               Two

Year Lease Expiry Concentration Percentage.  After giving effect to the transfer of Engines on any Transfer

Date, the Two Year Lease Expiry Concentration Percentage for Eligible Engines

(relating to Existing and Possible Loans) on such Transfer Date shall not

exceed the Target Two Year Lease Expiry Concentration Percentage.




 




(x)                                   Reserved.




 




(y)                                 Reserved.




 




(z)                                   Cargo-only

Carriers.  After giving effect to

the transfer of Engines on any Transfer Date, the percentage of Engines leased

to cargo-only carriers shall not exceed 15% of all Eligible Engines.




 




(aa)                            Owner

Trustee Documents.  With respect to

each Engine owned by an Owner Trustee, the Custodian shall have received from

such Owner Trustee within three (3) Business Days of the transfer of

such Engine to such Owner Trustee (i) a copy of the resolutions of the

Board of Directors of the Owner Trustee, in its individual capacity, certified

by the Secretary or an Assistant Secretary of the Owner Trustee, duly

authorizing the execution, delivery and performance by the Owner Trustee of each

of the Related Documents to which the Owner Trustee is or will be a party;

(ii) an incumbency certificate of Owner Trustee, as to the persons

authorized to execute and deliver the Related Documents to which it is or will

be a party and the signatures of such person or persons; and (iii) a legal

opinion of counsel to the Owner Trustee with respect to the due authorization,

execution and delivery by the Owner Trustee of the Related Documents to which

it is or will be a party.




 




(bb)                          Custodial

Agreement.  The Issuer, the

Servicer, the Indenture Trustee and the Deal Agent shall have entered into a

Custodial Agreement in form and substance satisfactory to the Deal Agent with

the Custodian and, on or before the date of the applicable Loan, the Custodian

shall have confirmed to the Deal Agent in writing that the Custodian has

received the documents required by Schedule I (attached hereto as Exhibit

G) of such Custodial Agreement to be delivered on or before the date of

such applicable Loan.




 




Section 5.3                                   Deliveries.  The Issuer will timely file and deliver each

document which is required to be filed or delivered hereunder or under any

Related Document, or the filing or




 




20





























 




delivery of which is listed as a condition to the making of any Loan in

Section 5.2 but which is permitted to be filed or delivered after the date

of such Loan, strictly within the time period set forth herein for such filing

or delivery.




 




ARTICLE VI





REPRESENTATIONS AND WARRANTIES




 




To induce the corresponding

Series 2002-1 Noteholders to purchase the Subclass A-2 Notes and Subclass B-2

Notes and to induce the other Noteholders to consent to the amendment and

restatement of the Original Supplement, the Issuer hereby represents and

warrants to the Series 2002-1 Noteholders as of the Effective Date, and each

date on which a Loan is made (to the extent applicable to the Issuer generally

and to the assets added to the Collateral on such date on which a Loan is made,

unless otherwise specified) that:




 




Section 6.1                                   Existence.




 




Issuer is a limited

liability company duly organized, validly existing and in compliance under the

laws of the State of Delaware.  Issuer

is in good standing and is duly qualified to do business in each jurisdiction

where the failure to do so would have a material adverse effect upon the

Issuer.




 




Section 6.2                                   Authorization.




 




Issuer has the power and

is duly authorized to execute and deliver this Supplement and the other Series

2002-1 Transaction Documents to which it is a party, Issuer is and will

continue to be duly authorized to borrow monies hereunder, and Issuer is and

will continue to be authorized to perform its obligations under this Supplement

and under the other Series 2002-1 Transaction Documents.  The execution, delivery and performance by

Issuer of this Supplement and the other Series 2002-1 Transaction Documents to

which it is a party and the borrowings hereunder do not and will not require

any consent or approval of any Governmental Authority, stockholder or any other

Person which has not already been obtained.




 




Section 6.3                                   No

Conflict; Legal Compliance.




 




The execution, delivery

and performance of this Supplement and each of the other Series 2002-1

Transaction Documents and the execution, delivery and payment of the Series

2002-1 Notes will not: (a) contravene any provision of Issuer’s charter

documents or bylaws or other organizational documents; (b) contravene, conflict

with or violate any applicable law or regulation, or any order, writ, judgment,

injunction, decree, determination or award of any Governmental Authority; or

(c) materially violate or result in the breach of; or constitute a default

under any indenture or other loan or credit agreement, or other agreement or

instrument to which Issuer is a party or by which Issuer, or its property and

assets may be bound or affected.  Issuer

is not in material violation or breach of or default under any law, rule,

regulation, order, writ, judgment, injunction, decree, determination or award

or any contract, agreement, lease, license, indenture or other instrument to

which it is a party.




 




21





























 




Section 6.4                                   Validity

and Binding Effect.




 




This Supplement is, and

each Series 2002-1 Transaction Document to which Issuer is a party, when duly executed

and delivered, will be, legal, valid and binding obligations of Issuer,

enforceable against Issuer in accordance with their respective terms, except as

enforceability may be limited by bankruptcy, insolvency or other similar laws

of general application affecting the enforcement of creditors’ rights or by

general principles of equity limiting the availability of equitable remedies.




 




Section 6.5                                   Financial

Statements.




 




Since December 30, 2001,

there has been no Material Adverse Change in the financial condition of the

Seller or the Servicer.




 




Section 6.6                                   Executive

Offices.




 




The current location of

Issuer’s chief executive office and principal place of business is located at

2320 Marinship Way, Suite 200, Sausalito, California 94965.  The Issuer does not have trade names or

doing business names.




 




Section 6.7                                   No

Agreements or Contracts.




 




The Issuer has not

transacted any business on or prior to the Closing Date.  The Issuer is not now and has not been a

party to any contract or agreement (whether written or oral), other than the

Series 2002-1 Transaction Documents and contracts or agreements incidental

thereto, including contracts or agreement for the sale of any Contributed

Assets or any Beneficial Interests, provided that such sale is permitted by the

Indenture.  Notwithstanding the

foregoing sentence, the Issuer may enter into any agreement(s) for disposition

of any Contributed Assets or a Beneficial Interest in an Owner Trust which owns

a Contributed Engine so long as such disposition is permitted by Sections

606(a), 612, 804 or 816 of the Indenture.




 




Section 6.8                                   Consents

and Approvals.




 




No approval,

authorization or consent of any trustee or holder of any Indebtedness or

obligation of Issuer or of any other Person under any material agreement,

contract, lease or license or similar document or instrument to which Issuer is

a party or by which Issuer is bound, is required to be obtained by Issuer in

order to make or consummate the transactions contemplated under the Series

2002-1 Transaction Documents.  All

consents and approvals of, filings and registrations with, and other actions in

respect of, all Governmental Authorities required to be obtained by Issuer in

order to make or consummate the transactions contemplated under the Series

2002-1 Transaction Documents have been, or prior to the time when required will

have been, obtained, given, filed or taken and are or will be in full force and

effect.




 




Section 6.9                                   Margin

Regulations.




 




Issuer does not own any

“margin security”, as that term is defined in Regulations G and U of the

Federal Reserve Board, and the proceeds of the Series 2002-1 Notes issued under

this Supplement will be used only for the purposes contemplated hereunder.  None of such proceeds




 




22





























 




will be used, directly or indirectly, for the purpose of purchasing or

carrying any margin security, for the purpose of reducing or retiring any

indebtedness which was originally incurred to purchase or carry any margin

security or for any other purpose which might cause any of the loans under this

Supplement to be considered a “purpose credit” within the meaning of

Regulations T, U and X.  Issuer will not

take or permit any agent acting on its behalf to take any action which might

cause this Supplement or any document or instrument delivered pursuant hereto

to violate any regulation of the Federal Reserve Board.




 




Section 6.10                            Taxes.




 




All federal, state, local

and foreign tax returns, reports and statements required to be filed by Issuer

have been filed with the appropriate Governmental Authorities, and all Taxes

and other impositions shown thereon to be due and payable by Issuer have been

paid prior to the date on which any fine, penalty, interest or late charge may

be added thereto for nonpayment thereof, or any such fine, penalty, interest,

late charge or loss has been paid, or Issuer is contesting its liability

therefore in good faith and has fully reserved all such amounts according to

GAAP in the financial statements provided to the Noteholders pursuant to

Section 626 of the Indenture.  Issuer

has paid when due and payable all material charges upon the books of Issuer and

no Government Authority has asserted any Lien against Issuer with respect to

unpaid Taxes.  Proper and accurate

amounts have been withheld by Issuer and its Subsidiaries from its employees

for all periods in full and complete compliance with the tax, social security

and unemployment withholding provisions of applicable federal, state, local and

foreign law and such withholdings have been timely paid to the respective

Governmental Authorities.




 




Section 6.11                            Other

Regulations.




 




Issuer is not: (a) a

“public utility company” or a “holding company,” or an “affiliate” or a

“Subsidiary company” of a “holding company,” or an “affiliate” of such a “Subsidiary

company,” as such terms are defined in the Public Utility Holding Company Act

of 1935, as amended, or (b) an “investment company,” or an “affiliated person”

of; or a “promoter” or “principal underwriter” for, an “investment company,” as

such terms are defined in the Investment Company Act of 1940, as amended.  The issuance of the Notes hereunder and the

application of the proceeds and repayment thereof by Issuer and the performance

of the transactions contemplated by this Supplement and the other Series 2002-1

Transaction Documents will not violate any provision of the Investment Company

Act of 1940, as amended, or the Public Utility Holding Company Act of 1935, as

amended, or any rule, regulation or order issued by the Securities and Exchange

Commission thereunder.




 




Section 6.12                            Solvency

and Separateness.




 




The Issuer represents,

warrants and covenants to take the following actions to maintain its existence

separate and apart from any other Person:




 




(i)                                     maintain

books of account in accordance with GAAP and maintain its accounts, books and

records separate from any other person or entity;




 




(ii)           not commingle its funds or assets

with those of any other entity;




 




23





























 




(iii)          hold its assets in its own name;




 




(iv)          conduct its business solely in its own

name;




 




(v)           pay its own liabilities out of its

own funds and assets;




 




(vi)          observe all corporate formalities;




 




(vii)         maintain an arms-length relationship

with its affiliates;




 




(viii)                        not assume

or guarantee or become obligated for the debts of any other entity or hold out

its credit as being available to satisfy the obligation of any other entity,

and will not permit any other person to assume or guarantee or become obligated

for its debts or hold out its credit as being available to satisfy the Issuer’s

obligations, except with respect to (A) obligations of the Seller under the

Guaranty and (B) obligations of the Seller to Lessees arising by operation of

law under Eligible Leases with respect to which the consent of such Lessees has

not been obtained prior to the transfer of such Eligible Leases to Issuer by

Seller pursuant to the Contribution and Sale Agreement




 




(ix)                                not

acquire obligations or securities of its stockholders;




 




(x)                                   allocate

fairly and reasonably overhead or other expenses that are properly shared with

any other person or entity, including without limitation, shared office space,

and use separate stationery, invoices and checks;




 




(xi)                                identify

and hold itself out as a separate and distinct entity under its own name and

not as a division or part of any other person or entity;




 




(xii)                             correct

any known misunderstanding regarding its separate identity;




 




(xiii)                          not make

loans to any person or entity;




 




(xiv)                         not

identify its stockholders, or any affiliates of any of them, as a division or

part of itself;




 




(xv)                            not

enter into, or be a party to, any transaction with its stockholders or their

affiliates, except in the ordinary course of its business and on terms which

are intrinsically fair and are no less favorable to it than would be obtained

in a comparable arms-length transaction with an unrelated third party;




 




(xvi)                         pay the

salaries of its own employees, if any, from its own funds;




 




(xvii)                      maintain

capital that is adequate for the business and undertakings of the Issuer;




 




(xviii)                   have one

director who shall not have been, at the time of his or her appointment or at

any time in the preceding five (5) years: (a) a direct or indirect legal or




 




24





























 




beneficial stockholder of

the Issuer or any of its affiliates; (b) a creditor, supplier, employee,

officer, director, manager or contractor of the Issuer or any of its

affiliates; (c) a person who controls the Issuer or any of its affiliates;

or (d) a member of the immediate family of a person defined in (a), (b) or (c)

immediately above;




 




(xix)                           is not

insolvent under the Insolvency Law and will not be rendered insolvent by the

transactions contemplated by the Series 2002-1 Transaction Documents and after

giving effect to such transactions, the Issuer will not be left with an

unreasonably small amount of capital with which to engage in its business nor

will the Issuer have intended to incur, or believed that it has incurred, debts

beyond its ability to pay such debts as they mature.  The Issuer does not contemplate the commencement of insolvency,

bankruptcy, liquidation or consolidation proceedings or the appointment of a

receiver, liquidator, trustee or similar person in respect of the Issuer or any

of its assets.




 




Section 6.13                            No

Proceedings.




 




Each of the Issuer and

the Indenture Trustee hereby agrees that it will not institute against, or join

any other Person in instituting against Sheffield any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceedings or other

similar proceedings under the laws of the United States or any other state of

the United States, so long as any Commercial Paper Notes shall be outstanding

and there shall not have elapsed one year and one day since the last day on

which any such Commercial Paper Notes shall have been outstanding.




 




Section 6.14                            Recourse

Against Certain Parties.




 




(a)                                  No

recourse under or with respect to any obligation, covenant or agreement

(including, without limitation, the payment of any fees or any other obligations)

of any of the Issuer, the Servicer, Sheffield, any Purchaser or the Deal Agent

as contained in the Series 2002-1 Transaction Documents or any other agreement,

instrument or document entered into by it pursuant hereto or in connection

herewith shall be had against any administrator of such party or any

incorporator, affiliate, stockholder, officer, employee or director of such

party or of any such administrator, as such, by the enforcement of any

assessment or by any legal or equitable proceeding, by virtue of any statute or

otherwise; it being expressly agreed and understood that the agreements

of such party contained in the Series 2002-1 Transaction Documents and all of

the other agreements, instruments and documents entered into by it pursuant

hereto or in connection herewith are, in each case, solely the corporate

obligations of such party, provided  that in the case of

Sheffield, such liabilities shall be paid only after the repayment in full of

all Commercial Paper Notes and all other liabilities contemplated in the

program documents with respect to Sheffield, and that no personal liability

whatsoever shall attach to or be incurred by any administrator of such party or

any incorporator, stockholder, affiliate, officer, employee or director of such

party or of any such administrator, as such, or any of them, under or by reason

of any of the obligations, covenants or agreements of such Purchaser contained

in the Series 2002-1 Transaction Documents or in any other such instrument,

document or agreement, or which are implied therefrom, and that any and all

personal liability of every such administrator of such party and each

incorporator, stockholder, affiliate, officer, employee or director of such

party or of any such administrator, or any of them, for breaches by such party

of any such obligations, covenants or agreements, which liability may arise

either at common law or in equity, by statute




 




25





























 




or constitution, or otherwise, is hereby expressly waived as a

condition of; and in consideration for, the execution of the Series 2002-1

Transaction Documents.




 




(b)                                 Notwithstanding

anything contained in this Agreement or any other Series 2002-1 Transaction

Document, Sheffield shall have no obligation to pay any amount required to be

paid by it hereunder or in excess of any amount available to Sheffield after

paying or making provision for the payment of its Commercial Paper Notes.  All payment obligations of Sheffield hereunder

are contingent upon the availability of funds in excess of the amounts

necessary to pay Commercial Paper Notes; and each of the Issuer, the Deal Agent

and the Servicer agrees that they shall not have a claim under Section 101(5)

of the United States Bankruptcy Code if and to the extent that any such payment

obligation exceeds the amount available to Sheffield to pay such amounts after

paying or making provision for the payment of its Commercial Paper Notes.




 




(c)                                  The

provisions of this Section 6.14 shall survive the termination of this Agreement.




 




Section 6.15                            Survival

of Representations and Warranties.




 




So long as any of the

Notes shall be Outstanding and until payment and performance in full of the

Outstanding Obligations, the representations and warranties contained herein

shall have a continuing effect as having been true when made.




 




Section 6.16                            No

Event of Default or Early Amortization Event.




 




No Event of Default or

Early Amortization Event has occurred and is continuing.




 




Section 6.17                            Litigation

and Contingent Liabilities.




 




No claims, litigation,

arbitration proceedings or governmental proceedings by any Governmental

Authority are pending or threatened against or are affecting Issuer or any of

its Subsidiaries the results of which might interfere with the consummation of

any of the transactions contemplated by this Supplement or any document issued

or delivered in connection herewith.




 




Section 6.18                            Title;

Liens.




 




The Issuer has good,

legal and marketable title to its assets including the Collateral, and none of

such assets is subject to any Lien, except for the Lien created pursuant to the

Indenture.  The Issuer has not assigned,

conveyed, pledged or otherwise transferred to any other Person any of its

right, title or interest in the Collateral.




 




Section 6.19                            Subsidiaries.




 




At all times on or prior

to the Effective Date, the Issuer has had no subsidiaries other than WLFC

Funding (Ireland) Limited, a corporation organized under the law of the

Republic of Ireland.




 




26





























 




Section 6.20                            No

Partnership.




 




The Issuer is not a

partner or joint venturer in any partnership or joint venture.




 




Section 6.21                            Pension

and Welfare Plans.




 




No accumulated funding

deficiency (as defined in Section 412 of the Code or Section 302 of ERISA) or

reportable event (within the meaning of Section 4043 of ERISA), has occurred

with respect to any Plan.  The present

value of all benefit liabilities under all Plans subject to Title IV of ERISA,

as defined in Section 4001(a)(16) of ERISA, exceeds the fair market value of

all assets of Plans subject to Title IV of ERISA (determined as of the most

recent valuation date for such Plan on the basis of assumptions prescribed by

the Pension Benefit Guaranty Corporation for the purpose of Section 4044 of

ERISA), by no more than $1.9 million. 

Neither Issuer nor any ERISA Affiliate is subject to any present or

potential withdrawal liability pursuant to Title IV of ERISA and no

multiemployer plan (within the meaning of Section 4001 (a)(3) of ERISA) to

which the Issuer or any ERISA Affiliate has an obligation to contribute or any

liability, is or is likely to be disqualified for tax purposes, in

reorganization within the meaning of Section 4241 of ERISA or Section 418 of

the Code) or is insolvent (as defined in Section 4245 of ERISA).  No liability (other than liability to make

periodic contributions to fund benefits) with respect to any Plan of Issuer, or

Plan subject to Title IV of ERISA of any ERISA Affiliate, has been, or is

expected to be, incurred by Issuer or an ERISA Affiliate, either directly or

indirectly.  All Plans of Issuer are in

material compliance with ERISA and the Code. 

No lien under Section 412 of the Code or 302(f) of ERISA or

requirement to provide security under the Code or ERISA has been or is

reasonably expected by Issuer to be imposed on its assets.  The Issuer does not have any obligation

under any collective bargaining agreement. 

As of the Effective Date, the Issuer is not an employee benefit plan

within the meaning of ERISA or a “plan” within the meaning of Section 4975 of

the Code and assets of the Issuer do not constitute “plan assets” within the

meaning of Section 2510.3-101 of the regulations of the Department of Labor.




 




Section 6.22                            Ownership

of Issuer.




 




On the Effective Date,

all of the issued and outstanding common shares of the Issuer are owned by

Willis Lease Finance Corporation.




 




Section 6.23                            Security

Interest.




 




The security interest in

the Collateral created pursuant to the Indenture and this Supplement has been

validly created, and no other action is required to be taken by any person in

order for the full benefit of the security interest created thereby to vest in

the Indenture Trustee in order to insure the first priority perfected security

interest of the Indenture Trustee (for the benefit of the Series 2002-1

Noteholders) in the Collateral.  Each

Lease Agreement is “chattel paper” (under the UCC, if the UCC is in effect in

the jurisdiction whose law governs the Lease Agreement).  All executed counterparts of each Lease

Agreement (other than the one held by the related Lessee or filed with any

relevant Governmental Authority) that constitutes “chattel paper” are in the

possession of the Custodian.




 




27





























 




Section 6.24                            Eligible

Lease Agreements; Eligible Engines.




 




Each of the Lease

Agreements is an Eligible Lease and each Engine is an Eligible Engine or an

Excess Asset.




 




ARTICLE VII





EARLY AMORTIZATION EVENT




 




Section 7.1                                   Early

Amortization Event.




 




With respect to the

Series 2002-1 Notes, as of any date of determination, the existence of any one

of the following events or conditions shall constitute an Early Amortization

Event:




 




(i)                                     An

“event of default” under any Related Document (including an Event of Default)

shall have occurred and then be continuing;




 




(ii)                                  A

Servicer Default shall have occurred and then be continuing;




 




(iii)                               The

Aggregate Note Principal Balance of any Series exceeds the Asset Base for such

Series on any Payment Date (after giving effect to any payments of principal on

such Payment Date) and such excess continues for a period of 10 consecutive

days without being cured;




 




(iv)                              The

EBIT Ratio of Issuer shall be less than the Target EBIT Ratio;




 




(v)                                 Prior

to the date on which the Term Securitization is consummated, the Asset Base

shall be less than or equal to $60,000,000, or, as of the close of business on

the date on which the Term Securitization is consummated, either the Asset Base

or the total Outstanding Obligations for Series 2002-1 shall be greater than

$0;




 




(vi)                              The

occurrence of any other Early Amortization Event as specified in the Indenture;




 




(vii)                           Outstanding

Obligations exceed 90% of the aggregate Appraised Values of each Eligible

Engine and such excess continues for a period of 10 consecutive days without

being cured;




 




(viii)                        The

Quarterly Utilization Rate is less than 75%.




 




(ix)                                The

failure to pay in full on any Payment Date (a) interest accrued on the Notes,

(b) the Class A Minimum Principal Payment Amount and the Class B Minimum

Principal Payment Amount, (c) after the Conversion Date, the Class A Note

Distributable Amortization Amount and the Class B Note Distributable

Amortization Amount, and (d) after the Subclass A2/B2 Amortization

Commencement Date and before the Conversion Date, the Subclass A-2 Amortization

Amount and Subclass B-2 Amortization Amount.




 




28





























 




ARTICLE

VIII





MISCELLANEOUS PROVISIONS




 




Section 8.1                                   Ratification

of Indenture.




 




As supplemented by this

Supplement, the Indenture is in all respects ratified and confirmed and the Indenture

as so supplemented by this Supplement shall be read, taken and construed as one

and the same instrument.




 




Section 8.2                                   Counterparts.




 




This Supplement may be

executed in two or more counterparts, and by different parties on separate

counterparts, each of which shall be an original, but all of which shall

constitute one and the same Instrument.




 




Section 8.3                                   Governing

Law.




 




THIS SUPPLEMENT SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS

CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




 




Section

8.4                                   Amendments.




 




With the written consent

of the Control Parties of the Series 2002-1 Notes, this Supplement may be amended

and the provisions hereof waived by the Issuer and the Indenture Trustee.




 




Section 8.5                                   Effect

on Original Supplement.




 




The Issuer and the

Indenture Trustee hereby agree that on the Effective Date (i) the terms

and provisions of the Original Supplement shall be and hereby are amended and

restated in their entirety by the terms and provisions of this Supplement and

(ii) the execution and delivery of this Supplement shall not constitute or

effect or be deemed to constitute or effect a novation, refinancing, discharge,

extinguishment or refunding of any of the “Outstanding Obligations” (as defined

in the Original Indenture).




 




[Remainder of Page

Intentionally Left Blank]




 




29





























 




IN WITNESS WHEREOF, the

Issuer and the Indenture Trustee have caused this Supplement to be duly

executed and delivered by their respective officers thereunto duly authorized,

all as of the day and year first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING

  LLC, as issuer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ MONICA J. BURKE


  
	

   


  	

  Name:


  	

   


  	

  Monica J. Burke


  
	

   


  	

  Title:


  	

   


  	

  Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK,

  as indenture trustee


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ SCOTT J. TEPPER


  
	

   


  	

  Name:


  	

   


  	

  Scott J. Tepper


  
	

   


  	

  Title:


  	

   


  	

  Assistant Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  THE BANK OF NEW YORK,

  as securities


  intermediary


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ SCOTT J. TEPPER


  
	

   


  	

  Name:


  	

   


  	

  Scott J. Tepper


  
	

   


  	

  Title:


  	

   


  	

  Assistant Vice

  President


  
						





 




J-2-1





























 




SCHEDULE 1




 




Section 1:                                       Definitions




 




“Africa/Middle East/Emerging Europe”

means the following countries: Czech Republic, Hungary, Poland, Bahrain,

Israel, Jordan, Morocco, Qatar, Slovakia, South Africa and Turkey.




 




“Applicable Percentage” means

               

percent (    %).*




 




“Depreciation Percentage”

means

               

percent (    %).*




 




“Developed Asia/Pacific Rim”

means the following countries: Australia, Egypt, Fiji, Hong Kong, Japan, New

Zealand, Saudi Arabia, Singapore and Taiwan.




 




“Developed Europe” means the

following countries: Austria, Belgium, Denmark, Finland, France, Germany,

Greece, Iceland, Ireland, Italy, Malta, Norway, Portugal, Spain, Sweden,

Switzerland, The Netherlands and the United Kingdom.




 




“Emerging Asia” means the

following countries: China, India, Indonesia, Korea, Malaysia, Papua New

Guinea, Philippines, Sri Lanka and Thailand.




 




“Emerging Latin/South America”

means the following countries: Argentina, Aruba, Bolivia, Brazil, British West

Indies, Costa Rica, Chile, Columbia, Jamaica, Mexico and Peru.




 




“Emerging Market” means

Emerging Latin/South America, Emerging Asia and Emerging Africa/Middle

East/Europe.




 




“Minimum Servicing Fee Percentage”

means     % per annum.*




 




“Servicing Fee” means for any

Payment Date an amount equal to the product of (x)

       percent (    %) and

(y) the aggregate amount of Engine Revenues with respect to the Series 2002-1

Engines during the immediately preceding Collection Period; provided  however,

that if an Early Amortization Event has occurred and is continuing such fee

shall mean for any Payment Date an amount equal to the product of (x)

          percent

(    %) and (y) the aggregate amount of Engine Revenues

with respect to the Series 2002-1 Engines during the immediately preceding

Collection Period.*




 




“Single Lessee Percentage”

means

             

percent (    %); provided, however, that with respect to

any lessee which is located in an Emerging Market, the Single Lessee Percentage

shall mean         percent

(     %).*




 




“Target EBIT Ratio” means

1.20:1.0.




 






















*                                         This

redacted material has been omitted pursuant to a request for confidential

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




 




S1-1





























 




“Target

On-Lease Percentage”

means

               

percent (    %).*




 




“Target One Year Lease Expiry

Concentration Percentage” means

               

percent (    %).*




 




“Target Two Year Lease Expiry

Concentration Percentage” means

               

percent (    %).*




 




“Three Lessee

Percentage” means

               

percent (    %).*




 




“Weighted Average Lease Rate Percentage”

means one percent (1.0%).




 




“Wide Body

Aircraft Percentage”

means

               

percent (    %).*




 




Section 2:                                         Certain

Additional Terms.




 




Administrative Agent Fee.  The Issuer shall pay on each quarterly

Payment Date, beginning with the third Payment Date, an Administrative Agent

Fee to the Administrative Agent an amount equal to the product of (x)

    %, (y) one-fourth and (2) the Aggregate Note Principal

Balance.  Such Administrative Agent Fee

shall be payable on each quarterly Payment Date from amounts then on deposit in

the Series 2002-1 Series Account in accordance with Section 3.02 of the

Supplement.*




 




Interest Rate Hedge Agreements.  Beginning on September 12, 2002, the Issuer

at all times shall have Interest Rate Hedge Agreements in effect, each of which

has an aggregate notional amount of not less than 50% of the Outstanding

Obligations of the, Series 2002-1 Notes.




 




Section 3:                                        Geographic

Concentration Table.




 




“Section 3: Geographic

Concentration Table”




 




	

  Geographic Region


  	

   


  	

  Maximum

  Geographic Percentage


  	

   


  
	

  Africa/Middle

  East/Emerging Europe


  	

   


  	

   


  	

  %*


  
	

  Emerging

  Asia


  	

   


  	

   


  	

  %*


  
	

  China(1)


  	

   


  	

   


  	

  %*


  
	

  Developed

  Asia/Pacific Rim


  	

   


  	

   


  	

  %*


  
	

  Developed

  Europe


  	

   


  	

   


  	

  %*


  
	

  North

  America


  	

   


  	

   


  	

  %*


  
	

  Emerging

  Latin/South America


  	

   


  	

   


  	

  %*


  
	

  Total

  Emerging Markets


  	

   


  	

   


  	

  %*


  





 






















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




 




*                                         This

redacted material has been omitted pursuant to a request for confidential

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




 




S1-2





























 




SCHEDULE 2




to Series 2002-1 Supplement




“Initial List of Engine and Lease Agreements”




(consisting of 23 pages)




 




Engines




 




One (1) General Electric

model CF6-80C2D1F aircraft engine bearing manufacturer’s serial number 704638




 




One (1) Pratt &

Whitney model PW2037 aircraft engine bearing manufacturer’s serial number

716430




 




One (1) Pratt &

Whitney model JT8D-219 aircraft engine bearing manufacturer’s serial number

728173




 




One (1) General Electric

CF6-50C2 aircraft engine bearing manufacturer’s serial number 455805




 




One (1) Pratt &

Whitney JT8D-219 aircraft engine bearing manufacturer’s serial number 716779




 




One (1) Pratt &

Whitney JT8D-217C/219 aircraft engine bearing manufacturer’s serial number

718210




 




One (1) CFM International

CFM56-3B2 aircraft engine bearing manufacturer’s serial number 725183




 




One (1) CFM International

CFM56-3C1 aircraft engine bearing manufacturer’s serial number 725522




 




One (1) CFM International

CFM56-5A aircraft engine bearing manufacturer’s serial number 733141




 




One (1) CFM International

model CFM56-5A3 aircraft engine bearing manufacturer’s serial number 733186




 




One (1) CFM International

CFM56-5C aircraft engine bearing manufacturer’s serial number 741551




 




One (1) CFM International

CFM56-5B4/P aircraft engine bearing manufacturer’s serial number 779194




 




One (1) CFM International

CFM56-5B1/B2 aircraft engine bearing manufacturer’s serial number 779484




 




One (1) CFM International

CFM56-5B3-P aircraft engine bearing manufacturer’s serial number 779542




 




One (1) CFM International

CFM56-7 aircraft engine bearing manufacturer’s serial number 874243




 




One (1) General Electric

CF6-50C2 aircraft engine bearing manufacturer’s serial number 528113




 




S2-1





























 




One (1) Pratt &

Whitney JT8D-219 aircraft engine bearing manufacturer’s serial number 718035




 




One (1) Pratt &

Whitney JT8D-219 aircraft engine bearing manufacturer’s serial number 718064




 




One (1) Pratt &

Whitney JT8D-217C/219 aircraft engine bearing manufacturer’s serial number

718262




 




One (1) CFM International

CFM56-3B2 aircraft engine bearing manufacturer’s serial number 721877




 




One (1) Pratt &

Whitney PW2037 aircraft engine bearing manufacturer’s serial number 727057




 




One (1) Pratt &

Whitney PW4062-3 aircraft engine bearing manufacturer’s serial number 727340




 




One (1) Pratt &

Whitney PW4062-3 aircraft engine bearing manufacturer’s serial number 727393




 




One (1) Pratt &

Whitney JT8D-219 aircraft engine bearing manufacturer’s serial number 728154




 




One (1) CFM International

model CFM 56-5A3 aircraft engine bearing manufacturer’s serial number 731570




 




One (1) CFM International

CFM56-5A3 aircraft engine bearing manufacturer’s serial number 731813




 




One (1) CFM International

CFM56-5A3 aircraft engine bearing manufacturer’s serial number 733163




 




One (1) CFM International

CFM56-5A3 aircraft engine bearing manufacturer’s serial number 733172




 




One (1) Pratt &

Whitney PW4168A aircraft engine bearing manufacturer’s serial number 733438




 




One (1) Pratt &

Whitney PW4168A aircraft engine bearing manufacturer’s serial number 733471




 




One (1) CFM International

CFM56-5C3F aircraft engine bearing manufacturer’s serial number 740342




 




One (1) CFM International

CFM56-5C3F aircraft engine bearing manufacturer’s serial number 741414




 




One (1) CFM International

CFM56-3C1 aircraft engine bearing manufacturer’s serial number 858327




 




One (1) CFM International

CFM56-3C1 aircraft engine bearing manufacturer’s serial number 858788




 




One (1) CFM International

CFM56-3B2 aircraft engine bearing manufacturer’s serial number 858789




 




S2-2





























 




One (1) CFM International

CFM56-3C1 aircraft engine bearing manufacturer’s serial number 858839




 




One (1) Pratt &

Whitney PW4090 aircraft engine bearing manufacturer’s serial number 222108




 




One (1) Pratt &

Whitney PW4060-3 aircraft engine bearing manufacturer’s serial number 724721




 




One (1) CFM International model CFM56-5A3

aircraft engine bearing manufacturer’s serial number 733175




 




One (1) IAE model

V2528-D5 aircraft engine bearing manufacturer’s serial number V20001




 




One (1) IAE model

V2528-D5  aircraft engine bearing

manufacturer’s serial number V20267




 




One (1) CFM International

model CFM56-5B aircraft engine bearing manufacturer’s serial number 575283




 




Leases




 




Engine

725183




 




Aircraft Engine

Lease Agreement dated as of June 30, 1999 (the “TAP Lease”) between Willis

Lease Finance Corporation (“Willis”) as lessor, and Transportes Aereos

Portugueses, S.A., as lessee, with the following attached thereto: (i) General

Terms Engine Lease Agreement dated as of June 30, 1999, and (ii) Engine

Transfer Certificate dated as of June 30, 1999 between Willis, as seller, and

WLFC Funding Corporation, as issuer, which TAP Lease and attachments were

recorded by the FAA on July 6, 1999 and assigned Conveyance No. YY025858, as

amended by Letter Amendment dated as of June 29, 2001, which was recorded by

the FAA on September 25, 2001 and assigned Conveyance No. FF32960, as amended

by Letter Amendment dated as of September 28, 2001, which was recorded by the

FAA on October 11, 2001 and assigned Conveyance No. ZZ025584, as further

amended by Letter Amendment dated as of December 29, 2001, which was recorded

by the FAA on May 1, 2002 and assigned Conveyance No. I070020.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following document, which was filed for recording with the

Federal Aviation Administration on this date, but has not yet been recorded, a

true and correct copy of which is attached hereto: Contribution and Sale

Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




S2-3





























 




Engine

718210




 




Aircraft Engine

Lease Agreement dated as of October 30, 1997 between Terandon Leasing

Corporation (“Terandon”), as lessor, and SPANAIR, as lessee, with General Terms

Engine Lease Agreement dated as of October 30, 1997 attached thereto, which was

recorded by the FAA on December 15, 1995, and assigned Conveyance No.II010037,

as assigned and assumed by Assignment and Assumption Agreement and Bill of Sale

dated as of December 19, 1997 between Terandon, as assignor, and Willis Lease

Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on

January 27, 1998 and assigned Conveyance No. EE015339, as assigned and assumed

under that certain Engine Transfer Certificate dated as of December 19, 1997

between Willis, as seller, and WLFC Funding Corporation, as issuer, which was

recorded by the FAA on January 27, 1998 and assigned Conveyance No. EE015340.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following document, which was filed for recording with the

Federal Aviation Administration on this date, but has not yet been recorded, a

true and correct copy of which is attached hereto: Contribution and Sale

Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

874243




 




Aircraft Engine

Lease Agreement dated as of April 29, 1998 (the “Shanghai Lease”) between

Willis Lease Finance Corporation (“Willis”) as lessor, and Shanghai Airlines,

as lessee, with the following attached thereto: (i) General Terms Engine Lease

Agreement dated as of April 29, 1998, and (ii) Engine Transfer Certificate

dated as of April 29, 1998 between Willis, as seller, and WLFC Funding

Corporation, as issuer, which Shanghai Lease and attachments were recorded by

the FAA on June 11, 1998 and assigned Conveyance No. MM015772 (the Engine

Transfer Certificate was recorded separately by the FAA on June 11, 1998 and

assigned Conveyance No. MM015773).




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis Lease

Finance Corporation, as assignor, and Willis Engine Funding LLC, as assignee,

attached thereto (by virtue of the foregoing assignment, Willis Engine Funding

LLC is the current lessor under the above-described engine lease).




 




S2-4





























 




Engine

455805




 




Aircraft Engine

Lease Agreement dated as of May 14, 1998 (the “MTU Lease”), between AAR

Aircraft & Engine Group, Inc. (“AAR”), as lessor, and MTU Maintenance GmbH

(“MTU”) as lessee, with the following attached thereto: (i) Engine Delivery

Receipt dated May 27, 1998, (ii) General Terms Engine Lease Agreement dated as

of March 8, 1996, (iii) Novation Agreement dated as of May 21, 1998 among AAR,

as assignor/seller, Kellstrom Commercial Aircraft, Inc. (“Kellstrom”), as

assignee/buyer, and MTU, as lessee, (iv) Assignment and Assumption of Lease and

Purchase and Sale of Engine Agreement dated as of March 25, 1999 between

Kellstrom, as assignor, and Willis Lease Finance Corporation (“Willis”), as

assignee, and (v) Engine Transfer Certificate dated April 6, 1999 between

Willis, as assignor, and WLFC Funding Corporation, as assignee, which MTU Lease

and attachments were recorded by the FAA on May 11, 1999 and assigned

Conveyance No. II014063.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following document, which was filed for recording with the

Federal Aviation Administration on this date, but has not yet been recorded, a

true and correct copy of which is attached hereto: Contribution and Sale

Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

779194




 




Aircraft Engine

Lease Agreement dated as of June 19, 1998 between Willis Lease Finance

Corporation (“Willis”), as lessor, and Air Jamaica Limited, as lessee, with

General Terms Engine Lease Agreement dated as of June 19, 1998, attached

thereto, which was recorded by the FAA on August 5, 1998, and assigned

Conveyance No. KK22899, as amended by Letter Amendment dated January 25, 1999,

which was recorded by the FAA on September 9, 1999, and assigned Conveyance No.

MM018466, as assigned and assumed under that certain Engine Transfer

Certificate dated as of August 27, 1999 between Willis, as seller, and WLFC

Funding Corporation, as issuer, which was recorded by the FAA on August 31,

1999 and assigned Conveyance No. II015208.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




S2-5





























 




Engine

779484




 




Aircraft Engine

Lease Agreement dated as of December 22, 1998 between Willis Lease Finance

Corporation (“Willis”), as lessor, and Flying Colours Airlines Limited (now JMC

Airlines Ltd.), as lessee, with General Terms Engine Lease Agreement dated as

of December 21, 1998 attached thereto, which was recorded by the FAA on January

4, 1999 and assigned Conveyance No. ZZ018400, as assigned and assumed by Engine

Transfer Certificate dated as of January 15, 1999 between Willis, as seller,

and WLFC Funding Corporation, as issuer, which was recorded by the FAA on May

10, 1999 and assigned Conveyance No. II014049.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following document, which was filed for recording with the

Federal Aviation Administration on this date, but has not yet been recorded, a

true and correct copy of which is attached hereto: Contribution and Sale

Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

733141




 




Engine Lease

Agreement dated as of August 21, 1998 (shown in the FAA records as dated August

31, 1998) between Willis Lease Finance Corporation (“Willis”), as lessor, and

Compagnie Nationale Air France, now Société Air France, as lessee, which was

recorded by the FAA on September 1, 1998 and assigned Conveyance No. T058245,

as assigned and assumed by that certain Engine Transfer Certificate dated as of

September 4, 1998 between Willis, as seller, and WLFC Funding Corporation, as

issuer, which was recorded by the FAA on November 5, 1998, and assigned

Conveyance No. SS010988, as amended by Amendment No. 1 dated August 18, 2000,

which was recorded by the FAA on October 25, 2000 and assigned Conveyance No.

T064666, and as further amended by Amendment No. 2 dated March 1, 2002, which

was recorded by the FAA on May 20, 2002 and assigned Conveyance No. M000687.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




S2-6





























 




Engine

725522




 




Aircraft Engine

Lease Agreement dated as of September 9, 1997 between Willis Lease Finance

Corporation (“Willis”), as lessor, and Jet Airways (India) Ltd., as lessee,

with General Terms Engine Lease Agreement dated as of July 1, 1997 attached

thereto, which was recorded by the FAA on December 5, 1997 and assigned

Conveyance No. Z02548, as assigned and assumed by Engine Transfer Certificate

dated as of December 19, 1997 between Willis, as seller, and WLFC Funding

Corporation, as issuer, which was recorded by the FAA on January 27, 1998 and

assigned Conveyance No. EE015340.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine lease).




 




Engine

779542




 




Aircraft Engine

Lease Agreement dated as of July 29, 1998 between Willis Lease Finance

Corporation (“Willis”), as lessor, and Air 2000 Limited, as lessee, with

General Terms Engine Lease Agreement dated as of December 9, 1996 attached thereto,

which was recorded by the FAA on August 21, 1998 and assigned Conveyance No.

PP010544, as amended by Letter Amendment dated April 16, 1999, with Novation

Agreement dated April 16, 1999 among Willis, as assignor, WLFC Funding

Corporation, as assignee, and Air 2000 Limited attached, which was recorded by

the FAA on May 18, 1999 and assigned Conveyance No. K21295, as amended by Lease

Amendment dated September 17, 1999, which was recorded by the FAA on November

10, 1999 and assigned Conveyance No. JJ31856, and as further amended by Lease

Amendment dated March 30, 2000, which was recorded by the FAA on May 2, 2000

and assigned Conveyance No. SS014493.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis Lease

Finance Corporation, as assignor, and Willis Engine Funding LLC, as assignee,

attached thereto (by virtue of the foregoing assignment, Willis Engine Funding

LLC is the current lessor under the above-described engine lease).




 




S2-7





























 




Engine

716779




 




Aircraft Engine

Lease Agreement dated as of October 17, 2001 between WLFC Funding Corporation,

as lessor, and Vanguard Airlines, as lessee, with General Terms Engine Lease

Agreement dated as of October 17, 2001 attached thereto, which was recorded by

the FAA on November 5, 2001 and assigned Conveyance No. XX019451.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

741551




 




Aircraft Engine

Lease Agreement dated as of May 14, 1998 (the “Virgin Lease”) between Willis

Lease Finance Corporation (“Willis”) as lessor, and Virgin Atlantic Airways

Ltd., as lessee, with the following attached thereto: (i) General Terms Engine

Lease Agreement dated as of May 14, 1998, and (ii) Engine Transfer Certificate

dated as of May 14, 1998 between Willis, as seller, and WLFC Funding

Corporation, as issuer, which Virgin Lease and attachments were recorded by the

FAA on June 16, 1998 and assigned Conveyance No. EE016577 (the Engine Transfer

Certificate was recorded separately by the FAA on June 16, 1998 and assigned

Conveyance No. EE016578).




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following document, which was filed for recording with

the Federal Aviation Administration on this date, but has not yet been

recorded, a true and correct copy of which is attached hereto: Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignment, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

222108




 




Aircraft Engine

Lease Agreement dated as of December 1, 2000 between Willis Lease Finance

Corporation (“Willis”), as lessor, and WLFC (Ireland) Limited (“WLFCI”), as

lessee, with General Terms Engine Lease Agreement dated as of November 29, 2000

attached thereto, which was recorded by the FAA on January 26, 2001 and assigned

Conveyance No. TT014464, as assigned by Assignment and Bill of Sale dated

as of May 31, 2001 between Willis, as assignor, and Wells Fargo Bank Northwest,

National Association, as owner trustee, as




 




S2-8





























 




assignee, which

was recorded by the FAA on June 13, 2001 and assigned Conveyance No. JJ37092,

as assigned and assumed by Deed of Novation dated June 6, 2002 among WLFCI, as

assignor, WLFC Funding (Ireland) Limited, as assignee, and the owner trustee,

which was recorded by the FAA on June 18, 2002 and assigned Conveyance No.

NN023493.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

718035




 




Engine Lease

Agreement dated January 7, 1992 (the “Avianca Lease”) between GPA Group plc

(“GPA”), as lessor, and Aerovias Nacionales de Colombia S.A. Avianca

(“Avianca”), as lessee, with the following attached thereto: (i) Engine Lease

Assignment, Assumption and Amendment Agreement dated September 30, 1997 between

GPA as assignor, T-10 Inc. as assignee, and Avianca as lessee, and (ii) Second

Engine Lease Assignment, Assumption and Amendment Agreement dated August 2,

2001 among T-10 Inc. as assignor, Wells Fargo Bank Northwest, National

Association, as owner trustee, as assignee, and Avianca as lessee; which

Avianca Lease and attachments were recorded by the FAA on January 25, 2002 and

assigned Conveyance No. W000315.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




S2-9





























 




Engine

718064




 




Engine Lease

Agreement dated January 7, 1992 (the “Avianca Lease”) between GPA Group plc

(“GPA”), as lessor, and Aerovias Nacionales de Colombia S.A. Avianca

(“Avianca”), as lessee, with the following attached thereto: (i) Engine Lease

Assignment, Assumption and Amendment Agreement dated September 30, 1997 between

GPA as assignor, T-10 Inc. as assignee, and Avianca as lessee, and (ii) Second

Engine Lease Assignment, Assumption and Amendment Agreement dated August 2,

2001 among T-10 Inc. as assignor, Wells Fargo Bank Northwest, National

Association, as owner trustee, as assignee, and Avianca as lessee; which

Avianca Lease and attachments were recorded by the FAA on January 25, 2002 and

assigned Conveyance No. W000317.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by virtue

of the foregoing assignments, Willis Engine Funding LLC is the current lessor

under the above-described engine lease).




 




Engine

858327




 




Aircraft Engine

Lease Agreement dated as of August 1, 2002 between Wells Fargo Bank Northwest,

National Association, as owner trustee, as lessor, and Frontier Airlines, Inc.,

as lessee, with General Terms Engine Lease Agreement dated as of August 1, 2002

attached thereto, which was recorded by the FAA on August 28, 2002 and assigned

Conveyance No. XX021974.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




S2-10





























 




Engine

740342




 




Aircraft Engine

Lease Agreement dated as of May 3, 2001 between Wells Fargo Bank Northwest, National

Association, formerly First Security Bank, National Association, as owner

trustee, as lessor, and Gulf Air Company G.S.C., as lessee, with General Terms

Engine Lease Agreement dated March 28, 2001 attached thereto, which was

recorded by the FAA on May  7, 2001 and assigned Conveyance No. Q67587.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

741414




 




Aircraft Engine

Lease Agreement dated as of May 3, 2001 between Wells Fargo Bank Northwest, National

Association, formerly First Security Bank, National Association, as owner

trustee, as lessor, and Gulf Air Company G.S.C., as lessee, with General Terms

Engine Lease Agreement dated March 28, 2001 attached thereto, which was

recorded by the FAA on May  7, 2001 and assigned Conveyance No. Q67589.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

721877




 




Aircraft Engine

Lease Agreement dated as of May 21, 2002 between Wells Fargo Bank Northwest, National

Association, as owner trustee, as lessor, and Hainan Airlines, as




 




S2-11





























 




lessee, with

General Terms Engine Lease Agreement dated May 21, 2002 attached thereto, which

was recorded by the FAA on May 31, 2002 and assigned Conveyance No. K034326.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

858839




 




Aircraft Engine

Lease Agreement dated as of May 21, 2002 between Wells Fargo Bank Northwest, National

Association, as owner trustee, as lessor, and Hainan Airlines, as lessee, with

General Terms Engine Lease Agreement dated May 21, 2002 attached thereto, which

was recorded by the FAA on May 31, 2002 and assigned Conveyance No. K034324.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

727393




 




Aircraft Engine

Lease Agreement dated as of April 13, 2002 between Wells Fargo Bank Northwest,

National Association, as owner trustee, as lessor, and Hawaiian Airlines, Inc.,

as lessee, with General Terms Engine Lease Agreement dated as of April 13, 2002

attached thereto, which was recorded by the FAA on April 17, 2002 and assigned

Conveyance No. S118700.




 




S2-12





























 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

731813




 




Aircraft Engine

Lease Agreement dated as of December 19, 2001 between Wells Fargo Bank

Northwest, National Association, as owner trustee, as lessor, and International

Lease Finance Corporation, as lessee, with General Terms Engine Lease Agreement

dated as of December 18, 2001 attached thereto, which was recorded by the FAA

on December 21, 2001 and assigned Conveyance No. K032713, as amended by Letter

Amendment dated April 19, 2002, which was recorded by the FAA on May 20, 2002

and assigned Conveyance No. II0025289, as amended by Letter Amendment dated as

of July 15, 2002, which was recorded by the FAA on August 2, 2002 and assigned

Conveyance No. ZZ027761.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

727340




 




Aircraft Engine

Lease Agreement dated as of November 7, 2001 between Wells Fargo Bank

Northwest, National Association, as owner trustee, as lessor, and Lan Chile

S.A., as lessee, with General Terms Engine Lease Agreement dated November 7,

2001 attached thereto, which was recorded by the FAA on December 5, 2001 and

assigned Conveyance No. UU032267.




 




S2-13





























 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but solely

as owner trustee, as assignor, and WLFC Funding Corporation, as assignee, and

(ii) Contribution and Sale Agreement dated as of September 12, 2002 between

Willis Lease Finance Corporation (as successor by merger to WLFC Funding

Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

528113




 




Aircraft Engine

Lease Agreement dated as of January 21, 2000 between Willis Lease Finance

Corporation (“Willis”), as lessor, and MNG Havayollari Ve Tasimacilik Anonim

Sirketi, as lessee, with General Terms Engine Lease Agreement dated as of

January 21, 2000 attached thereto, which was recorded by the FAA on February

25, 2000 and assigned Conveyance No. QQ020822, as assigned by Assignment and

Bill of Sale dated as of March 24, 2000 between Willis, as assignor, and First

Security Bank, National Association, now Wells Fargo Bank Northwest, National

Association, as owner trustee, as assignee, which was recorded by the FAA on

June 27, 2000 and assigned Conveyance No. XX015520, as amended by Letter

Amendment dated May 2, 2000, which was recorded by the FAA on May 23, 2000 and

assigned Conveyance No. K25712, as amended by Letter Amendment dated July 22,

2000, which was recorded by the FAA on August 3, 2000 and assigned Conveyance

No. C39536, and as further amended by Letter Amendment dated December 20, 2001,

which was recorded by the FAA on December 31, 2001 and assigned Conveyance No.

BB036299.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




S2-14





























 




Engine

858788




 




Aircraft Engine

Lease Agreement dated as of March 16, 1998 (the “Rio-Sul Lease”) between Willis

Lease Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos

Regionais S.A., as lessee, with the following attached thereto: (i) General

Terms Engine Lease Agreement dated as of February 27, 1998, and (ii) Engine

Transfer Certificate dated as of March 16, 1998, between Willis, as seller, and

WLFC Funding Corporation, as issuer, which Rio-Sul Lease and attachments were

recorded by the FAA on March 31, 1998 and assigned Conveyance No. H93122, as

assigned by Assignment and Bill of Sale dated as of June 12, 2002 between WLFC

Funding Corporation, as assignor, and Wells Fargo Bank Northwest, National

Association, as owner trustee, as assignee, which was recorded by the FAA on

July 23, 2002 and assigned Conveyance No. W000961.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

858789




 




Aircraft Engine

Lease Agreement dated as of March 16, 1998 (the “Rio-Sul Lease”) between Willis

Lease Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos

Regionais S.A. (“Rio-Sul”), as lessee, with the following attached thereto: (i)

General Terms Engine Lease Agreement dated as of February 27, 1998, and (ii)

Engine Transfer Certificate dated as of March 16, 1998 between Willis, as

seller, and WLFC Funding Corporation, as issuer, which Rio-Sul Lease and

attachments were recorded by the FAA on March 31, 1998 and assigned Conveyance

No. H93123, as assigned and assumed by Assignment and Bill of Sale dated

as of June 12, 2002 between WLFC Funding Corporation, as assignor, and Wells

Fargo Bank Northwest, National Association, as owner trustee, as assignee,

which was recorded by the FAA on July 23, 2002 and assigned Conveyance No.

W000964.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding




 




S2-15





























 




Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignments, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

727057




 




Aircraft Engine

Lease Agreement dated as of June 18, 1998 between Willis Lease Finance

Corporation (“Willis”), as lessor, and Shanghai Airlines, as lessee, with

General Terms Engine Lease Agreement dated as of April 29, 1998 attached

thereto, which was recorded by the FAA on August 5, 1998 and assigned

Conveyance No. KK22897, as assigned by Assignment and Bill of Sale dated as of

May 22, 2001 between Willis, as assignor, and Wells Fargo Bank Northwest,

National Association, as owner trustee, as assignee, with Joinder and Amendment

Agreement dated May 22, 2000 attached thereto, which was recorded by the FAA on

June 14, 2001 and assigned Conveyance No. KK028508.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

733163




 




Aircraft Engine

Lease Agreement dated as of March 22, 2002 between Wells Fargo Bank Northwest,

National Association, as owner trustee, as lessor, and Snecma Services S.A., as

lessee, with General Terms Engine Lease Agreement dated March 22, 2002 attached

thereto, which was recorded by the FAA on April 9, 2002 and assigned Conveyance

No. JJ40857.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First Transfer

Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this

date, between Wells Fargo Bank Northwest, National Association, not individual

but solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine




 




S2-16





























 




and Beneficial Interest Transfer Certificate dated this date between

Willis Lease Finance Corporation, as assignor, and Willis Engine Funding LLC,

as assignee, attached thereto (by virtue of the foregoing assignments, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

728154




 




Aircraft Engine

Lease Agreement dated as of March 7, 2001 between First Security Bank, National

Association, now Wells Fargo Bank Northwest, National Association, as owner

trustee, as lessor, and Spanair S.A., as lessee, with General Terms Engine

Lease Agreement dated March 7, 2001 attached thereto, which was recorded by the

FAA on March 22, 2001 and assigned Conveyance No. H101539.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee,

with Engine and Beneficial Interest Transfer Certificate dated this date

between Willis Lease Finance Corporation, as assignor, and Willis Engine

Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

733438




 




Aircraft Engine

Lease Agreement dated as of November 29, 2000 between First Security Bank,

National Association, now Wells Fargo Bank Northwest, National Association, as

owner trustee, as lessor, and SR Technics AG, as lessee, with General Terms

Engine Lease Agreement dated November 29, 2000 attached thereto, which was

recorded by the FAA on February 1, 2001 and assigned Conveyance No. HK020200.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by




 




S2-17





























 




virtue of the foregoing assignments, Willis Engine Funding LLC is the

current lessor under the above-described engine lease).




 




Engine

733471




 




Aircraft Engine

Lease Agreement dated as of November 29, 2000 between First Security Bank,

National Association, now Wells Fargo Bank Northwest, National Association, as

owner trustee, as lessor, and SR Technics AG, as lessee, with General Terms

Engine Lease Agreement dated November 29, 2000 attached thereto, which was

recorded by the FAA on May 7, 2001 and assigned Conveyance No. H101988.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

733172




 




Aircraft Engine

Lease Agreement dated as of September 2, 2002 between Wells Fargo Bank

Northwest, National Association, as owner trustee, as lessor, and Gulf Aircraft

Maintenance Company, as lessee, with General Terms Engine Lease Agreement dated

as of August 12, 2002 attached thereto, which was recorded by the FAA on

September 6, 2002 and assigned Conveyance No. J001573.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [WLFC] dated this date,

between Wells Fargo Bank Northwest, National Association, not individual but

solely as owner trustee, as assignor, and WLFC Funding Corporation, as

assignee, and (ii) Contribution and Sale Agreement dated as of September 12,

2002 between Willis Lease Finance Corporation (as successor by merger to WLFC

Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




S2-18





























 




Engine

718262




 




Aircraft Engine

Lease Agreement dated as of July 23, 2002 between Wells Fargo Bank Northwest,

National Association, as owner trustee, as lessor, and Vanguard Airlines, as

lessee, with General Terms Engine Lease Agreement dated July 23, 2002 attached

thereto, which was recorded by the FAA on August 9, 2002 and assigned Conveyance

No. CC016158.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

724721




 




Aircraft Engine

Lease Agreement dated as of November 29, 2000 between Willis Lease Finance

Corporation (“Willis”), as lessor, and WLFC (Ireland) Limited (“WLFCI”), as

lessee, with General Terms Engine Lease Agreement dated as of November 29, 2000

attached thereto, which was recorded by the FAA on January 5, 2001 and assigned

Conveyance No. YY030445, as assigned by Assignment and Bill of Sale dated

as of May 31, 2001 between Willis, as assignor, and Wells Fargo Bank Northwest,

National Association, as owner trustee, as assignee, which was recorded by the

FAA on June 14, 2001 and assigned Conveyance No. JJ37144, as assigned by Deed

of Novation dated June 6, 2002 among WLFCI, as assignor, WLFC Funding (Ireland)

Limited, as assignee, and the owner trustee, which was recorded by the FAA on

June 27, 2002 and assigned Conveyance No. TT016885.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




S2-19





























 




Engine

733186




 




Aircraft Engine

Lease Agreement dated as of March 9, 2001 (the “SNECMA Lease”) between WLFC

Funding Corporation, as lessor, and SNECMA Services S.A. (“SNECMA”), as lessee,

with the following attached thereto: 

(i) General Terms Engine Lease Agreement dated September 11, 1999

between Willis Lease Finance Corporation (“Willis”), as lessor, and SNECMA, as

lessee, (ii) Assignment dated as of March 9, 2001 between Willis, as assignor,

and WLFC Funding Corporation, as assignee, which SNECMA Lease and attachments

were recorded by the FAA on April 20, 2001 and assigned Conveyance No. L73991,

as amended by Letter Amendment dated January 7, 2002 between WLFC Funding

Corporation, as lessor, and SNECMA, as lessee, which was recorded by the FAA on

February 2, 2002 and assigned Conveyance No. T068730.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed pursuant

to the following document, which was filed for recording with the Federal

Aviation Administration on this date, but has not yet been recorded, a true and

correct copy of which is attached hereto: Contribution and Sale Agreement dated

as of September 12, 2002 between Willis Lease Finance Corporation (as successor

by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignment, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




Engine

731570




 




Aircraft Engine

Lease Agreement dated as of August 26, 2002 between Wells Fargo Bank Northwest,

National Association, as owner trustee, as lessor, and Gulf Aircraft

Maintenance Company, as lessee, with General Terms Engine Lease Agreement dated

August 12, 2002 attached thereto, which was recorded by the FAA on August 28,

2002 and assigned Conveyance No. XX021984.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation (as successor by

merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine

Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer

Certificate dated this date between Willis Lease Finance Corporation, as

assignor, and Willis Engine Funding LLC, as assignee, attached thereto (by

virtue of the foregoing assignments, Willis Engine Funding LLC is the current

lessor under the above-described engine lease).




 




S2-20





























 




Engine

716430




 




Aircraft Engine

Lease Agreement dated July 19, 2001 (the “TWA Lease”) between Kellstrom

Industries, Inc., as lessor, and TWA Airlines LLC (“TWA”), as lessee, with the

following attached thereto:  (i) Engine

Lease General Terms Agreement dated as of June 28, 2001, and (ii) Assignment

and Assumption of Lease and Purchase and Sale of Engine Agreement dated as of

July 31, 2001 among Kellstrom Industries, Inc., as assignor, Willis Lease

Finance Corporation, as beneficiary, and Wells Fargo Bank Northwest, National

Association, as owner trustee, as assignee, which TWA Lease and attachments

were recorded by the FAA on October 1, 2001 and assigned Conveyance No. L75041.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [Willis]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and Willis Lease Finance

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation, as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignments, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

733175




 




Aircraft Engine

Lease Agreement dated as of December 1, 2000 between Willis Lease Finance

Corporation, as lessor, and WLFC (Ireland) Limited, as lessee, with General

Terms Engine Lease Agreement dated as of November 29, 2000 attached thereto,

which was recorded by the FAA on February 26, 2001 and assigned Conveyance No.

I067517, as amended by Letter Amendment dated May 23, 2001 which was recorded

by the FAA on July 5, 2001 and assigned Conveyance No. HK021663, as

assigned and assumed by Assignment and Bill of Sale dated as of December 21,

2001 between Willis Lease Finance Corporation, as assignor, and Wells Fargo

Bank Northwest, National Association, as owner trustee, as assignee, which was

recorded by the FAA on January 28, 2002 and assigned Conveyance No. FF33661,

and as further assigned and assumed by Deed of Novation dated June 6, 2002

among WLFC (Ireland) Limited as assignor, WLFC Funding (Ireland) Limited as

assignee, and Wells Fargo Bank Northwest, National Association, as lessor,

which was recorded by the FAA on June 18, 2002 and assigned Conveyance No.

NN023496.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC]

dated this date, between Wells Fargo Bank Northwest,




 




S2-21





























 




National Association, not individual but solely as owner trustee, as

assignor, and WLFC Funding Corporation, as assignee, and (ii) Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation (as successor by merger to WLFC Funding Corporation), as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignments, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

704638




 




Aircraft Engine

Lease Agreement dated as of March 16, 1998 between Willis Lease Finance

Corporation, as lessor, and “VARIG”, S.A. (Viacao Aerea Rio-Grandense), as

lessee, with General Terms Engine Lease Agreement dated as of February 27, 1998

attached thereto, which was recorded by the FAA on June 30, 1998 and assigned

Conveyance No. H94205, as assigned and assumed by Assignment and Bill of

Sale dated as of December 4, 2001 between Willis Lease Finance Corporation, as

assignor, and Wells Fargo Bank Northwest, National Association, as owner

trustee, as assignee, which was recorded by the FAA on January 11, 2002 and

assigned Conveyance No. I069446.




 




The foregoing

engine lease, as assigned, assumed and/or amended, has been assigned and

assumed pursuant to the following documents, which were filed for recording

with the Federal Aviation Administration on this date, but have not yet been

recorded, true and correct copies of which are attached hereto: (i) First

Transfer Master Assignment and Assumption Agreement and Bill of Sale [Willis]

dated this date, between Wells Fargo Bank Northwest, National Association, not

individual but solely as owner trustee, as assignor, and WLFC Funding

Corporation, as assignee, and (ii) Contribution and Sale Agreement dated as of

September 12, 2002 between Willis Lease Finance Corporation, as

seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine

and Beneficial Interest Transfer Certificate dated this date between Willis

Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as

assignee, attached thereto (by virtue of the foregoing assignments, Willis

Engine Funding LLC is the current lessor under the above-described engine

lease).




 




Engine

728173




 




Aircraft Engine

Lease Agreement dated as of November 16, 2001 between Wells Fargo Bank

Northwest, National Association, as owner trustee, as lessor, and Spirit

Airlines, Inc., as lessee, with General Terms Engine Lease Agreement dated

November 4, 2001 attached thereto, which was recorded by the FAA on December 4,

2001 and assigned Conveyance No. SS017842.




 




The foregoing engine

lease, as assigned, assumed and/or amended, has been assigned and assumed

pursuant to the following documents, which were filed for recording with the

Federal Aviation Administration on this date, but have not yet been recorded,

true and correct copies of which are attached hereto: (i) First Transfer Master

Assignment and Assumption Agreement and Bill of Sale [Willis] dated this date,

between Wells Fargo Bank Northwest,




 




S2-22





























 




National Association, not individual but solely as owner trustee, as

assignor, and WLFC Funding Corporation, as assignee, and (ii) Contribution and

Sale Agreement dated as of September 12, 2002 between Willis Lease Finance

Corporation, as seller/assignor, and Willis Engine Funding LLC, as

issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated

this date between Willis Lease Finance Corporation, as assignor, and Willis

Engine Funding LLC, as assignee, attached thereto (by virtue of the foregoing

assignments, Willis Engine Funding LLC is the current lessor under the

above-described engine lease).




 




Engine

20001




 




None




 




Engine

20267




 




None




 




Engine

575283




 




None




 




S2-23