Exhibit

10.31




 




AMENDED AND RESTATED


SUBCLASS A-1 NOTE PURCHASE AGREEMENT




 




 




among




 




 




WILLIS ENGINE FUNDING

LLC,


as Issuer




 




 




WILLIS LEASE FINANCE

CORPORATION,


as Servicer




 




 




SHEFFIELD RECEIVABLES

CORPORATION,




as Subclass A-1 Note

Purchaser




 




 




and




 




 




BARCLAYS BANK PLC,


as Purchaser’s Agent




 




 




dated as of December 13,

2002




 





























 




TABLE OF CONTENTS




 




	

  ARTICLE I DEFINITIONS


  
	

  SECTION 1.01. Certain Defined Terms.


  
	

  SECTION 1.02. Other Definitional

  Provisions.


  
	

   


  
	

  ARTICLE II PURCHASE AND SALE


  
	

  SECTION 2.01. Sale and Delivery of the

  Subclass A-1 Note.


  
	

  SECTION 2.02. Acceptance and Custody of

  Series 2002-1 Subclass A-1 Note.


  
	

  SECTION 2.03. Funding of Loans.


  
	

  SECTION 2.04. The Initial Funding and

  Fundings.


  
	

  SECTION 2.05. Reduction of the Subclass

  A-1 Maximum Limit.


  
	

  SECTION 2.06. Determination of Interest.


  
	

  SECTION 2.07. Payments, Computations, Etc.


  
	

  SECTION 2.08. Increased Costs.


  
	

  SECTION 2.09. Increased Capital.


  
	

  SECTION 2.10. Taxes.


  
	

   


  
	

  ARTICLE III CONDITIONS PRECEDENT TO

  OBLIGATION OF THE PURCHASER


  
	

  SECTION 3.01. Reserved.


  
	

  SECTION 3.02. Conditions Precedent to All

  Fundings


  
	

  SECTION 3.03. Conditions Precedent Each

  Funding.


  
	

   


  
	

  ARTICLE IV REPRESENTATIONS AND WARRANTIES


  
	

  SECTION 4.01. Representations and

  Warranties of the Issuer.


  
	

  SECTION 4.02. Representations and

  Warranties and Agreements of WLFC.


  
	

   


  
	

  ARTICLE V REPRESENTATIONS AND WARRANTIES OF

  THE PURCHASER


  
	

  SECTION 5.01. Organization.


  
	

  SECTION 5.02. Authority, etc.


  
	

  SECTION 5.03. Securities Act.


  
	

  SECTION 5.04. Investment Company Act.


  
	

   


  
	

  ARTICLE VI COVENANTS OF THE ISSUER


  
	

  SECTION 6.01. [Reserved].


  
	

  SECTION 6.02. Information from the Issuer.


  
	

  SECTION 6.03. Access to Information.


  
	

  SECTION 6.04. Security Interests; Further

  Assurances.


  
	

  SECTION 6.05. Covenants.


  
	

  SECTION 6.06. Securities Act.


  
	

   


  
	

  ARTICLE VII MUTUAL COVENANTS AND AGREEMENTS


  
	

  SECTION 7.01. Legal Conditions to Closing.


  
	

  SECTION 7.02. Expenses and Fees.


  
	

  SECTION 7.03. Mutual Obligations.


  





 




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  ARTICLE VIII INDEMNIFICATION


  
	

  SECTION 8.01. Indemnification by the

  Issuer.


  
	

  SECTION 8.02. Procedure.


  
	

  SECTION 8.03. Defense of Claims.


  
	

   


  
	

  ARTICLE IX THE PURCHASER’S AGENT


  
	

  SECTION 9.01. Authorization and Action.


  
	

  SECTION 9.02. Purchaser’s Agent’s

  Reliance, Etc.


  
	

  SECTION 9.03. Purchaser’s Agent and

  Affiliate.


  
	

  SECTION 9.04. Indemnification.


  
	

  SECTION 9.05. Purchase Decision.


  
	

  SECTION 9.06. Successor Purchaser’s Agent.


  
	

   


  
	

  ARTICLE X MISCELLANEOUS


  
	

  SECTION 10.01. Amendments.


  
	

  SECTION 10.02. Notices.


  
	

  SECTION 10.03. No Waiver; Remedies.


  
	

  SECTION 10.04. Binding Effect;

  Assignability.


  
	

  SECTION 10.05. [Reserved].


  
	

  SECTION 10.06. GOVERNING LAW;

  JURISDICTION.


  
	

  SECTION 10.07. No Proceedings.


  
	

  SECTION 10.08. Execution in Counterparts.


  
	

  SECTION 10.09. No Recourse.


  
	

  SECTION 10.10. Limited Recourse.


  
	

  SECTION 10.11. Survival.


  
	

  SECTION 10.12. Third-Party Beneficiaries.


  
	

  SECTION 10.13. Appointment of Agent for

  Service of Process.


  
	

  SECTION 10.14. Effect on Original Note

  Purchase Agreement.


  





 




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  SCHEDULES


  	

   


  
	

   


  	

   


  
	

  SCHEDULE

  1 


  	

  Addresses

  for Delivery of Payments


  
	

   


  	

   


  
	

  SCHEDULE 2 


  	

  Conditions Precedent to

  Initial Purchase


  
	

   


  	

   


  
	

  EXHIBITS 


  	

   


  
	

   


  	

   


  
	

  EXHIBIT A 


  	

  Form of Loan Request


  





 




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AMENDED AND RESTATED SUBCLASS A-1 NOTE PURCHASE

AGREEMENT (“Subclass A-1 Note Purchase Agreement”) dated as of December

13, 2002, among WILLIS ENGINE FUNDING LLC (the “Issuer”), WILLIS LEASE

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

(the “Subclass A-1 Note Purchaser”) and BARCLAYS BANK PLC, as the

Purchaser’s Agent (in such capacity, the “Purchaser’s Agent”).




 




The Issuer, the Servicer, the Subclass A-1 Note

Purchaser and the Purchaser’s Agent are party to the Class A Note Purchase

Agreement dated as of September 12, 2002 (the “Original Note Purchase

Agreement”).




 




The parties hereto have agreed to amend and restate

the Original Note Purchase Agreement as follows:




 




ARTICLE I


DEFINITIONS




 




SECTION 1.01. 

Certain Defined Terms. 

Capitalized terms used herein without definition shall have the meanings

set forth in Exhibit B to the Indenture (as defined below), as applicable.  Additionally, the following terms shall have

the following meanings:




 




“Affected Person” means the Purchaser’s Agent,

each Owner, and each of their respective Affiliates, successors and assigns.




 




“Base Indenture” means the Amended and Restated

Indenture dated as of December13, 2002 between the Issuer, as issuer, and the

Indenture Trustee, as indenture trustee.




 




“Class A Notes” means, collectively, the

$180,000,000 in stated principal amount of the Issuer’s Subclass A-1 Note dated

December 13, 2002 and issued pursuant to this Subclass A-1 Note Purchase

Agreement and $45,000,000 in stated principal amount of the Issuer’s Subclass

A-2 Notes dated December 13, 2002 and issued pursuant to the Subclass A-2 Note

Purchase Agreement.




 




“Class B Notes” means, collectively, the

$20,000,000 in stated principal amount of the Issuer’s Subclass B-1 Notes dated

December 13, 2002 and issued pursuant to the Subclass B-1 Note Purchase

Agreement, and the $5,000,000 in stated principal amount of the Issuer’s

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

B-2 Note Purchase Agreement.




 




“Commercial Paper Notes” means short-term

promissory notes issued or to be issued by the Class A Note Purchaser.




 




“Commitment Termination Date” means September

11, 2003 or such later date to which the Commitment Termination Date may be

extended (if extended) in the sole discretion of the Subclass A-1 Note

Purchaser in accordance with the terms of Section 2.03(b) hereof.




 





























 




“Deal Documents” means the Series 2002-1

Transaction Documents and each other document, agreement, certificate, schedule

or other writing entered into or delivered in connection with the foregoing, as

the same may be amended, supplemented, restated, replaced or otherwise modified

from time to time.




 




“Dollars” or “$” means the lawful

currency of the United States of America.




 




“Exchange Act” means the Securities Exchange

Act of 1934, as amended.




 




“Excluded Taxes” has the meaning specified in

Section 2.10(a) hereof.




 




“Federal Bankruptcy Code” means the bankruptcy

code of the United States of America codified in Title 11 of the United States

Code.




 




“Funding” means a funding by the Subclass A-1

Note Purchaser of a Loan to the Issuer pursuant to Article II.




 




“Funding Date” means as to any Funding, any

Business Day that is (i) at least one (1) calendar week following the

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

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

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

hereto and to conform to requirements of Section 3.02 hereof.




 




“Governmental Actions” means any and all

consents, approvals, permits, orders, authorizations, waivers, exceptions,

variances, exemptions or licenses of, or registrations, declarations or filings

with, any Governmental Authority required under any Governmental Rules.




 




“Governmental Rules” means any and all laws,

statutes, codes, rules, regulations, ordinances, orders, writs, decrees and

injunctions, of any Governmental Authority and any and all legally binding

conditions, standards, prohibitions, requirements and judgments of any

Governmental Authority.




 




“Increased Costs” has the meaning specified in

Section 2.08 hereof.




 




“Indemnified Party” has the meaning specified

in Section 8.01 hereof.




 




“Indenture” means the Base Indenture, as

supplemented by the Indenture Supplement, as the same may be amended and

supplemented from time to time.




 




“Indenture Supplement” means the Amended and

Restated Series 2002-1 Supplement dated as of December 13, 2002, between the

Issuer and the Indenture Trustee, as the same may be amended, supplemented or

otherwise modified from time to time.




 




“Interpretation” as used in Sections 2.08

and 2.09 hereof with respect to any law or regulation means the interpretation

or application of such law or regulation by any governmental authority

(including, without limitation, any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to

government),




 




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central bank, accounting standards board, financial services industry

advisory body or any comparable entity.




 




“Investment Company Act” means the United

States Investment Company Act of 1940, as amended.




 




“Issuer Documents” has the meaning specified in

Section 4.01(ii) hereof.




 




“Liquidity Agreement” means the Revolving Asset

Purchase Agreement dated as of December     , 2002, among

the Subclass A-1 Note Purchaser, the Purchaser’s Agent and the additional

Sheffield Purchasers, if any, named therein, as the same may be amended,

supplemented or otherwise modified from time to time.




 




“Liquidity Providers” means the banks at any

time party to the Liquidity Agreement.




 




“Loan Request” means any request by the Issuer

pursuant to Section 2.04(b) and in the form of Exhibit A.




 




“Losses” has the meaning specified in Section

8.01 hereof.




 




“Notes” means the Class A Notes and the Class B

Notes.




 




“Other Taxes” means any present or future stamp

or documentary taxes or any other excise or property taxes, charges or similar

levies that arise from any payment or deposit required to be made hereunder,

under the Indenture or from the execution, delivery or registration of, or

otherwise with respect to, any of the foregoing.




 




“Owner” shall mean the Subclass A-1 Note

Purchaser and each other Person (including a participant to the extent of its

undivided interest) that has purchased, or has entered into a commitment to

purchase, the Subclass A-1 Note, or an interest therein, from the Class A Note

Purchaser whether pursuant to a Liquidity Agreement or otherwise.




 




“Purchase” means the initial purchase by the

Subclass A-1 Note Purchaser of the Subclass A-1 Note from the Issuer.




 




“Purchaser” means the Subclass A-1 Note

Purchaser.




 




“Purchaser’s Agent” means Barclays Bank PLC.




 




“Requirement of Law” means, as to any Person,

any law (statutory or common), treaty, rule or regulation or determination of

an arbitrator or of a Governmental Authority, in each case applicable to or

binding upon such Person or any of its property or to which such Person or any

of its property is subject.




 




“Section 2.10(a) Amount” has the meaning

specified in Section 2.10(a) hereof.




 




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“Sheffield Owners” means the Subclass A-1 Note

Purchaser and the Sheffield Purchasers.




 




“Sheffield Purchasers” means each of the

purchasers from time to time party to the Liquidity Agreement.




 




“Subclass A-1 Increased Costs” shall mean, with

respect to any Interest Accrual Period, an amount equal to the sum of (a) the

aggregate amount payable to all Affected Persons pursuant to Sections 2.08, 2.09

and 2.10 of this Agreement in respect of such Interest Accrual Period and (b)

the aggregate of such amounts with respect to prior Interest Accrual Periods

which remain unpaid.




 




“Subclass A-1 Note Purchaser” means Sheffield

Receivables Corporation, in its capacity as the Subclass A-1 Note Purchaser.




 




“Taxes” has the meaning specified in Section

2.10(a) hereof.




 




“Termination Date” means the earliest of (a)

the date of the occurrence of an Early Amortization Event and (b) the

Commitment Termination Date.




 




“Third Party Claim” has the meaning specified

in Section 8.02 hereof.




 




“United States” means the United States of

America.




 




“WLFC Documents” has the meaning specified in

Section 4.02(i) hereof.




 




SECTION 1.02. 

Other Definitional Provisions.




 




(a)                                  All

terms defined in this Subclass A-1 Note Purchase Agreement shall have the

defined meanings when used in any certificate or other document made or

delivered pursuant hereto unless otherwise defined therein.




 




(b)                                 As

used herein and in any certificate or other document made or delivered pursuant

hereto or thereto, accounting terms not defined in Section 1.01, have the

meanings assigned to them in accordance with generally accepted accounting

principles in the United States.




 




(c)                                  The

words “hereof,” “herein” and “hereunder” and words of similar import when used

in this Subclass A-1 Note Purchase Agreement shall refer to this Subclass A-1

Note Purchase Agreement as a whole and not to any particular provision of this

Subclass A-1 Note Purchase Agreement; and Section, subsection, Schedule and

Exhibit references contained in this Subclass A-1 Note Purchase Agreement are

references to Sections, subsections, Schedules and Exhibits in or to this

Subclass A-1 Note Purchase Agreement unless otherwise specified.




 




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ARTICLE II


PURCHASE AND SALE




 




SECTION 2.01. 

Sale and Delivery of the Subclass A-1 Note.  In reliance on the representations,

warranties and agreements set forth in the Original Note Purchase Agreement,

the Issuer sold, and the Subclass A-1 Note Purchaser purchased, on the Closing

Date,  the

Subclass A-1 Note with a maximum aggregate principal amount of $180,000,000,

which Subclass A-1 Note was duly executed by the Issuer, duly authenticated by

the Indenture Trustee and registered in the name of the Purchaser’s Agent on

behalf of the Subclass A-1 Note Purchaser. 

The actual outstanding principal balance of the Subclass A-1 Note will

be increased and decreased from time to time in accordance with the terms

hereof and of the Indenture Supplement.




 




SECTION 2.02. 

Acceptance and Custody of Series 2002-1 Subclass A-1 Note.  On the Closing Date, the Purchaser’s Agent

took delivery of the Subclass A-1 Note and has maintained custody thereof on

behalf of the Subclass A-1 Note Purchaser.




 




SECTION 2.03. 

Funding of Loans.




 




(a)                                  On

the terms and conditions hereinafter set forth, the Issuer may, at its option,

request Loans from the Subclass A-1 Note Purchaser.  The Purchaser’s Agent may act on behalf of and for the benefit of

the Subclass A-1 Note Purchaser in this regard.  The Subclass A-1 Note Purchaser shall fund Loans from time to

time according to their respective Percentage Interests in the Subclass A-1

Note during the period from the date hereof to but not including the

Termination Date; provided, however, that no Loan shall be funded

under this Agreement unless on the applicable Funding Date a Loan is funded

under the Subclass B-1 Note Purchase Agreement in an amount that is one ninth

(1/9) the amount of the Loan funded under this Agreement.  Under no circumstances shall the Subclass

A-1 Note Purchaser fund any Loan if after giving effect to such Funding, (i)

the aggregate Subclass A-1 Note Principal Balance outstanding hereunder would

either (A) exceed the Subclass A-1 Note Commitment or (B) exceed the product of

(y) nine (9) and (z) the aggregate Subclass B-1 Note Principal Balance

outstanding under the Subclass B-1 Note Purchase Agreement after giving effect

to the Funding made thereunder on the same date, (ii) the Class A Note Principal

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

Principal Balance exceeds the sum of the Class A Note Commitments and the Class

B Note Commitments.




 




(b)                                 The

Issuer may, within 60 days, but no later than 45 days, prior to the then

existing Commitment Termination Date, by written notice to the Purchaser’s

Agent, make written request for the Subclass A-1 Note Purchaser to extend the

Commitment Termination Date for an additional period of 364 days.  The Purchaser’s Agent will give prompt

notice to the Subclass A-1 Note Purchaser and the Subclass A-1 Note Purchaser

of its receipt of such request for extension of the Commitment Termination

Date.  The Subclass A-1 Note Purchaser

shall make a determination, in their sole discretion and after a full credit

review, not more than 30 days and not less than 15 days prior to the then

applicable Commitment Termination Date as to whether or not it will agree to

extend the Commitment Termination Date; provided, however, that

the failure of the Subclass A-1 Note Purchaser to make a timely response to the

Issuer’s request for extension of the Commitment Termination Date shall be

deemed to constitute a




 




5





























 




refusal by the Subclass A-1 Note Purchaser to extend the Commitment

Termination Date.  It shall be a

condition to the extension of the Commitment Termination Date that the

commitment under the Subclass A-1 Note Purchase Agreement be extended to the

same date.




 




SECTION 2.04.  The Fundings.




 




(a)                                  The

Subclass A-1 Note shall bear interest at the applicable Interest Rate as

provided in the Indenture.  Subject to

the conditions described in Sections 2.03, 3.01 and 3.02, as applicable, each

Funding shall be made in accordance with the procedures described in Section

2.04(b).




 




(b)                                 Each

Funding shall be made, after receipt by the Subclass A-1 Note Purchaser of a

Loan Request delivered by the Issuer to the Purchaser’s Agent at least two

Business Days prior to such proposed Funding Date and each such notice shall

specify (i) the aggregate amount of such Funding which amount must satisfy

the applicable minimum requirement set forth in the following sentence and (ii)

the date of such Funding.  The Issuer

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

amount specified in any such notice must satisfy the following minimum

requirements, as applicable, as a condition to the related Funding the Funding

shall be in an amount equal to $900,000 or an integral multiple of $1,000 in

excess thereof; provided, however, that if such Funding is to be made hereunder

at a time when there are no outstanding Commercial Paper Notes issued in

respect of a Funding under this Subclass A-1 Note Purchase Agreement of

$4,500,000 or an integral multiple of $9,000 in excess thereof, then such

Funding under this Subclass A-1 Note Purchase Agreement shall be in an amount

equal to $4,500,000 or an integral multiple of $9,000 in excess thereof.  Each notice delivered by the Issuer pursuant

to this Section 2.04 shall be irrevocable. 

Following receipt of such notice, the Funding will be made by the

Subclass A-1 Note Purchaser.  On the

date of such Funding the Subclass A-1 Note Purchaser shall, upon satisfaction

of the applicable conditions set forth in Article III, make available to the

Issuer by wire transfer in immediately available funds, at such bank or other

location reasonably designated by Issuer in its Loan Request given pursuant to

this Section 2.04(b), an amount equal to the amount of such Loan related to

such Funding.  Notwithstanding any other

provision of this Section 2.04(b), following the consummation of the Term

Securitization, the Subclass A-1 Note Purchaser shall not be obligated to fund

a Loan under this Agreement and the Series 2002-1 Supplement until the Issuer

and the Subclass A-1 Note Purchaser have agreed in writing regarding the Spread

for such Loan.




 




SECTION 2.05. 

Reduction of the Subclass A-1 Maximum Limit.  The Issuer may, upon at least five Business

Days’ notice to the Purchaser’s Agent, terminate in whole or reduce in part the

portion of the Subclass A-1 Maximum Limit that exceeds the sum of the aggregate

Subclass A-1 Note Principal Balance and interest accrued and to accrue thereon

through the date of payment; provided, however, that each partial

reduction of the Subclass A-1 Maximum Limit shall be in an aggregate amount

equal to $100,000 or an integral multiple thereof; provided further, however,

that each partial reduction of the Subclass A-1 Maximum Limit shall be

accompanied by a partial reduction of the Subclass A-1 Maximum Limit under the

Subclass A-1 Note Purchase Agreement in an amount equal to nine (9) times the

amount of the partial reduction hereunder, provided  further  however

that the Subclass A-1 Maximum Limit




 




6





























 




may not be reduced by the Issuer if the Subclass A-2 Maximum Limit is

greater than zero (-0-).  Each notice of

reduction or termination pursuant to this Section 2.05 shall be

irrevocable.




 




SECTION 2.06. 

Determination of Interest. 

The Purchaser’s Agent shall determine the Interest (including unpaid

Interest, if any, due and payable on a prior Payment Date) on the Subclass A-1

Note to be paid on each Payment Date for the applicable Interest Accrual Period

and shall advise the Issuer and the Indenture Trustee thereof prior to 2:00

p.m. (New York City time) on the related Determination Date.




 




SECTION 2.07.  Payments, Computations, Etc.




 




(a)                                  Unless

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

Issuer or the Servicer hereunder shall be paid or deposited in accordance with

the terms hereof no later than 11:00 a.m. (New York City time) on the day when

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

account maintained by the Subclass A-1 Note Purchaser as shown on Schedule

1 hereto, or such other account designated from time to time by the Subclass

A-1 Note Purchaser.  The Issuer shall,

to the extent permitted by law, pay to the Subclass A-1 Note Purchaser Default

Interest at the Overdue Rate as provided in the Indenture; provided, however,

that such interest rate shall not at any time exceed the maximum rate permitted

by applicable law.  All computations of

interest and other fees hereunder shall be made on the basis of a year of 360

days for the actual number of days (including the first but excluding the last

day) elapsed.




 




(b)                                 Whenever

any payment hereunder shall be stated to be due on a day other than a Business

Day, such payment shall be made on the next succeeding Business Day, and such

extension of time shall in such case be included in the computation of payment

of Interest or any fee payable hereunder, as the case may be.




 




(c)                                  If

any Funding requested by the Issuer and approved by the Subclass A-1 Note

Purchaser pursuant to Section 2.04, 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 the Subclass

A-1 Note Purchaser against any reasonable loss, cost or expense incurred by the

Subclass A-1 Note Purchaser, including, without limitation, any loss (excluding

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

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

A-1 Note Purchaser to fund or maintain such Funding during such Interest

Accrual Period.




 




SECTION 2.08. 

Increased Costs.  If due

to the introduction of or any change (including, without limitation, any change

by way of imposition or increase of reserve requirements) in or in the

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

request from any central bank or other Governmental Authority after the date

hereof reflecting such change, there shall be an increase in the cost to an

Affected Person of making or maintaining any investment in the Subclass A-1

Note or any interest therein or of agreeing to purchase or invest in the

Subclass A-1 Note or any interest therein, as the case may be (other than by

reason of any Interpretation of or introduction of or change in laws or

regulations relating to Taxes or Excluded Taxes), such Affected Person shall

promptly submit to the Issuer, the Servicer and, if such Person is not the

Purchaser’s Agent, the Purchaser’s Agent, a certificate




 




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setting forth in reasonable detail, the calculation of such increased

costs incurred by such Affected Person. 

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

averaging and attribution methods, consistent with the averaging and

attribution methods generally used by such Affected Person in determining

amounts of this type.  The amount of

increased costs set forth in such certificate (which certificate shall, in the

absence of manifest error, be prima facie evidence as to such amount) shall be

included in the Subclass A-1 Increased Costs for the Interest Accrual Period

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

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

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

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

received by it in respect of Subclass A-1 Increased Costs for Affected Persons

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

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

distributable in respect of the Subclass A-1 Increased Costs is less than the

aggregate amount payable to all such Affected Persons pursuant to Sections

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

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

each).




 




SECTION 2.09. 

Increased Capital.  If the

introduction of or any change in or in the Interpretation of any law or

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

or other governmental authority reflecting such change after the date hereof affects

or would affect the amount of capital required or expected to be maintained by

any Affected Person, and such Affected Person determines that the amount of

such capital is increased as a result of (i) the existence of the Subclass A-1

Note Purchaser’s agreement to make or maintain an investment in the Subclass

A-1 Note or any interest therein and other similar agreements or facilities, or

(ii) the existence of any agreement by Affected Persons to make or maintain an

investment in the Subclass A-1 Note or any interest therein or to fund any such

investment and any other commitments of the same type, such Affected Person

shall promptly submit to the Issuer, the Servicer and, if such Person is not

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

reasonable detail, the calculation of the additional amounts required to

compensate such Affected Person in light of such circumstances.  In determining such amount, such Affected

Person may use any reasonable averaging and attribution methods, consistent

with the averaging and attribution methods generally used by such Affected

Person in determining amounts of this type. 

The amount set forth in such certificate (which certificate shall, in

the absence of manifest error, be prima facie evidence as to such amount) shall

be included in the Subclass A-1 Increased Costs for the Interest Accrual Period

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

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

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

each Accrual Period thereafter until paid in full.  The Purchaser’s Agent, out of amounts received by it in respect

of Subclass A-1 Increased Costs for Affected Persons for any Interest Accrual

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

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

A-1 Increased Costs is less than the aggregate amount payable to all such

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

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

(determined by the amount owed to each).




 




SECTION 2.10. 

Taxes.  (a) Any and all

payments and deposits required to be made under this Agreement, the Subclass

A-1 Note or the Indenture by the Issuer or the




 




8





























 




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

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

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

withholdings, and all liabilities with respect thereto, now or hereafter

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

or regulation or in the interpretation or administration thereof by any

governmental or regulatory agency or body charged with the administration or

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

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

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

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

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

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

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

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

taxes (including, without limitation, branch profits taxes, minimum taxes and

taxes computed under alternative methods, at least one of which is based on net

income) and franchise taxes that are based on income or any other tax upon or

measured by income or gross receipts imposed on any Owner, in each case, as a

result of a present or former connection (other than any connection arising out

of the transactions contemplated by this Agreement) between the jurisdiction of

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

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

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

certification or other documentation permitted by applicable law to be

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

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

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

Subclass A-1 Note or any interest therein hereunder is acquired, accounted for

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

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

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

such Subclass A-1 Note or interest therein is acquired, accounted for or

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

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

organized, incorporated, managed, controlled or is considered to be doing

business or in which it maintains an office, branch or agency (other than Taxes

imposed on the gross amount of any payments made to under this Agreement

without regard to such place of origination or incorporation, such management

or control, the conduct of such business or the maintenance of such office,

branch or agency); (v) any Taxes imposed on such Owner as a result of payments

not related to this Agreement; and (vi) any withholding tax with respect to any

Owner (all such exclusions being hereinafter called “Excluded Taxes” and all

other taxes, levies, imposts, duties, charges or fees being hereinafter called

“Taxes”).  To the extent that any Owner

actually realizes a tax benefit on its income tax returns (whether by reason of

a deduction, credit or otherwise) (a “Tax Benefit”) for a given year that is

attributable to the payment by the Issuer or the Indenture Trustee of any such

Taxes on behalf of such Owner, such Owner shall reimburse the Issuer for the

amount of such Tax Benefit, it being understood that the taking of any action

to realize any Tax Benefit shall be within the sole discretion of such Owner;

provided, however, that for purposes of reimbursing the Issuer, such Owner

shall calculate the amount of the Tax Benefit realized that is attributable to

the Issuer’s or the Indenture Trustee’s payment of such Taxes on behalf of such

Owner as if such Owner realized or received such Tax Benefit pro rata with all

other Tax Benefits available to it for such year.




 




9





























 




(b)                                 Each

of the Issuer and, to the extent not prohibited by applicable law (including

the Code), each Owner agrees that, with respect to all Federal, state and local

income franchise taxes, it will treat the Subclass A-1 Note as

indebtedness.  Each Owner not organized

under the laws of the United States or a State thereof covenants that to the

extent that it is entitled to receive payments under this Agreement without

deduction or withholding of any United States federal income taxes (other than

Withholding Taxes) because such income is effectively connected with a United

States trade or business, it will continue to hold the Subclass A-1 Note in

connection with a United States trade or business for so long as it is an

Owner.




 




(c)                                  Any

Section 2.10(a) Amounts payable to an Owner hereunder shall be included in the

Subclass A-1 Increased Costs (i) for the Interest Accrual Period in respect of

which the payment subject to withholding is made and (ii) to the extent

remaining outstanding, each Interest Accrual Period thereafter until paid in

full.  The Purchaser’s Agent, out of

amounts received by it in respect of Subclass A-1 Increased Costs for Affected

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

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

distributable in respect of the Subclass A-1 Increased Costs is less than the

aggregate amount payable to all such Affected Persons pursuant to Sections

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

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

each).




 




(d)                                 If,

in connection with an agreement or other document providing liquidity support,

credit enhancement or other similar support to any Owner in connection with

this Agreement or the funding or maintenance of its interest in the Subclass

A-1 Note or any interest therein hereunder, such Owner is required to

compensate a bank or other financial institution in respect of Taxes under

circumstances similar to those described in this Section 2.10, then the amounts

payable to such Owner hereunder shall be increased to the extent necessary to

yield to such Owner (after payment of all Taxes to such bank or other financial

institutions) the amount stated to be payable to such Owner hereunder.




 




ARTICLE III


CONDITIONS PRECEDENT TO OBLIGATION OF THE PURCHASER




 




SECTION 3.01. 

Reserved.




 




SECTION 3.02. 

Conditions Precedent to All Fundings.  Each Funding by the Subclass A-1 Note Purchaser (each, a

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

respect to any Funding, the Servicer shall have delivered to the Purchaser’s

Agent, on or prior to the date of such Funding in form and substance

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

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

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

Transaction the following statements shall be true and the Issuer shall be

deemed to have certified that:




 




(i)                                     The

representations and warranties contained in Sections 4.01 and 4.02 are true and

correct on and as of such day as though made on and as of such date;




 




10





























 




(ii)                                  No

event has occurred and is continuing, or would result from such Transaction

which constitutes an Early Amortization Event;




 




(iii)                               On

and as of such day, after giving effect to such Transaction, the outstanding

Subclass A-1 Note Principal Balance does not exceed the Subclass A-1 Note

Commitment and the outstanding Aggregate Note Principal Balance does not exceed

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




 




(iv)                              On

and as of such day, the Issuer and the Servicer each has performed all of the

agreements contained in this Agreement to be performed by such person at or

prior to such day;




 




(v)                                 No

law or regulation shall prohibit, and no order, judgment or decree of any

federal, state or local court or governmental body, agency or instrumentality

shall prohibit or enjoin, the making of such Loan, remittance of collections or

Funding by the Subclass A-1 Note Purchaser in accordance with the provisions

hereof;




 




(vi)                              McAfee

& Taft shall have delivered to the Purchaser’s Agent its written opinion,

dated the applicable Transfer Date, which shall state that it may be relied

upon by subsequent Subclass A-1 Noteholders, in form and substance satisfactory

to the Purchaser’s Agent and the Subclass A-1 Note Purchaser, with respect to

FAA and recordation matters; and




 




(vii)                           on the

date of such Transaction, the Purchaser’s Agent shall have received such other

approvals, opinions or documents as the Purchaser’s Agent may reasonably

require.




 




SECTION 3.03. 

Conditions Precedent To Each Funding.  Each Funding is subject to the condition precedent, in addition

to the conditions precedent set forth in Section 3.02 hereof, that the Issuer

shall have delivered, or shall have caused to be delivered, to each designated

recipient named in Schedule G to the Indenture Supplement, each of the Funding

Deliverables scheduled to be delivered thereunder on or before the Funding Date

of such Funding.




 




ARTICLE IV


REPRESENTATIONS AND WARRANTIES




 




SECTION 4.01. 

Representations and Warranties of the Issuer.  The Issuer represents (as of the Effective

Date and as of each date on which a Loan is made by a Subclass A-1 Noteholder

pursuant to the Supplement, unless otherwise indicated) and warrants to, and

agrees with, the Subclass A-1 Note Purchaser that:




 




(i)                                     The

Issuer is a limited liability company duly organized, validly existing and in

good standing under the laws of the State of Delaware, with its chief executive

office located at 2320 Marinship Way, Suite 300, Sausalito, California 94965,

and has the power to own its assets and to engage in the activities in which it

is presently engaged and is duly qualified and in good standing under the laws

of each jurisdiction where its




 




11





























 




ownership of property or the conduct of its activities

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

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

of the Subclass A-1 Note or the ability of the Issuer to perform its

obligations under this Agreement and the other Related Documents to which it is

a party.  One hundred percent of the

beneficial ownership of the Issuer is owned by Willis Lease Finance Corporation

(“WLFC”).  The Issuer has no

subsidiaries other than WLFC Funding (Ireland) Limited;




 




(ii)                                  The

Issuer has the power, authority and legal right to execute, deliver and perform

its obligations under this Agreement and the other Related Documents to which

it is a party (collectively, the “Issuer Documents”); the execution, delivery,

and performance of the Issuer Documents by the Issuer have been duly authorized

by the Issuer by all necessary action, the Issuer Documents, other than the

Subclass B-2 Notes and the Subclass A-2 Notes, have been duly executed and

delivered by the Issuer, and each of the Subclass B-2 Notes and the Subclass

A-2 Notes, when issued in accordance with the terms hereof and of the Indenture

and the Supplement, will have been duly executed and delivered;




 




(iii)                               Each

of the Issuer Documents (other than the Subclass B-2 Notes and the Subclass A-2

Notes), assuming due authorization, execution and delivery by the other parties

thereto, constitutes, and each of the Subclass B-2 Notes and the Subclass A-2

Notes, when issued and authenticated in accordance with the terms of the

Indenture, will constitute, a legal, valid and binding obligation of the

Issuer, enforceable against the Issuer in accordance with its terms, except

that such enforcement may be limited by (A) bankruptcy, insolvency,

reorganization, moratorium or other similar laws (whether statutory, regulatory

or decisional) now or hereafter in effect relating to creditors’ rights

generally and (B) general principles of equity (regardless of whether such

enforceability is considered in a proceeding in equity or at law);




 




(iv)                              The

consummation of the transactions contemplated by the Issuer Documents and the

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

of any of the terms and provisions of or constitute (with or without notice,

lapse of time or both) a default under the certificate of formation or limited

liability company agreement of the Issuer, or any indenture, agreement,

mortgage, deed of trust, commitment letter or funding arrangement with any

lending institution or investment bank or other instrument to which the Issuer

is a party or by which it is bound, or result in the creation or imposition of

any lien, claim or encumbrance upon any of its properties pursuant to the terms

of such indenture, agreement, mortgage, deed of trust, commitment letter or

funding arrangement with any lending institution or investment bank or other

such instrument, other than as created pursuant to the Indenture and the

Supplement, or violate any law or, any order, rule or regulation applicable to

the Issuer of any court or of any federal or state regulatory body,

administrative agency or other governmental instrumentality having jurisdiction

over the Issuer or any of its properties and there are no legal or governmental

proceedings pending or, to the best knowledge of the Issuer, threatened or

contemplated that would result in a material modification or revocation

thereof;




 




12





























 




(v)                                 There

are no litigation, proceedings or investigations to which the Issuer, or any

Affiliate of the Issuer, is a party pending, or, to the knowledge of Issuer,

threatened, before any court, regulatory body, administrative agency or other

tribunal or governmental instrumentality (A) asserting the invalidity of the

Class B Notes or the Class A Notes or the other Issuer Documents, (B) seeking

to prevent the issuance of the Subclass A-1 Note or the consummation of any of

the transactions contemplated by the other Issuer Documents, or (C) seeking any

determination or ruling that would materially and adversely affect the

performance by the Issuer of its obligations under, or the validity or

enforceability of, the Class B Notes or the Class A Notes or the other Issuer

Documents;




 




(vi)                              All

approvals, authorizations, consents, orders or other actions of any person,

corporation or other organization, or of any court, governmental agency or body

or official, required in connection with the execution and delivery of the

Issuer Documents by the Issuer and with the valid and proper authorization,

issuance and sale of the Class B Notes and the Class A Notes pursuant to this

Agreement, have been or will be taken or obtained on or prior to the Effective

Date;




 




(vii)                           No

written materials delivered to the Subclass A-1 Note Purchaser by or on behalf

of the Issuer in connection with the sale of the Subclass A-1 Note contain any

untrue statement of a material fact or omit a material fact necessary to make

the statements contained therein or herein not misleading.  There is no fact peculiar to the Issuer or

any Affiliate of the Issuer or, to the knowledge of the Issuer, any Lease

Agreement, Lessee or Engine which the Issuer has not disclosed to the

Purchaser’s Agent in writing which materially adversely affects or, so far as

the Issuer can now reasonably foresee, will materially adversely affect the

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

the other Related Documents;




 




(viii)                        Each supplement

to the List of Engines will be made available to the Purchaser’s Agent by the

Issuer and will be complete as of the date thereof and will include an accurate

(in all material respects) description of the Engines;




 




(ix)                                The

representations and warranties made by the Issuer in the Issuer Documents are

true and correct in all material respects and the Subclass A-1 Note Purchaser

shall be entitled to rely on such representations and warranties;




 




(x)                                   Any

taxes, fees and other governmental charges payable by the Issuer in connection

with the execution and delivery of the Issuer Documents, the pledge of the

Collateral to the Indenture Trustee, and the execution, delivery and sale of

the Class B Notes and the Class A Notes, have been paid;




 




(xi)                                To

the extent the Exchange Act may be deemed to apply to the Class B Notes and the

Class A Notes and the Loans, none of the transactions contemplated in the

Issuer Documents (including, without limitation thereof; the use of the

proceeds from the sale of the Subclass A-1 Note) will violate or result in a

violation of Section 7 of the Exchange Act, or any regulations issued pursuant

thereto;




 




13





























 




(xii)                             Concurrently

with the execution and delivery of this Agreement, the Issuer is executing no

other note purchase agreement with respect to Subclass A-1 Note;




 




(xiii)                          The

Issuer is not an “investment company” within the meaning of the Investment

Company Act of 1940, as amended;




 




(xiv)                         For so

long as the Series 2002-1 Class A and Class B Notes are the only Notes

outstanding under the Indenture, each of the Indenture and the Supplement need

not be qualified as an “indenture” pursuant to the terms of the Trust Indenture

Act of 1939, as amended;




 




(xv)                            The

Issuer has not taken and will not take, directly or indirectly, any action,

prohibited by Rules 101 and 102 under Regulation M of the Securities and

Exchange Commission in connection with the offering of the Class B Notes and

the Class A Notes;




 




(xvi)                         To the

extent that the Securities Act may be deemed to apply to the Class B Notes and

the Class A Notes and the Loans, neither the Issuer nor any affiliate (as

defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation

D”)) of the Issuer has directly, or through any agent, including, without

limitation, the Purchaser’s Agent, (i) sold, offered for sale, solicited offers

to buy or otherwise negotiated in respect of, any security (as defined in the

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

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

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

require the registration of the Class B Notes or the Class A Notes under the

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

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

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




 




(xvii)                      To the

extent that the Securities Act may be deemed to apply to the Class B Notes and

the Class A Notes and the Loans, it is not necessary in connection with the

offer, sale and delivery of the Class A Notes in the manner contemplated by

this Agreement or the Subclass A-2 Note Purchase Agreement or the Class B Notes

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

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

the Subclass A-1 Note Purchaser is an “accredited investor” as defined in

Regulation D under the Securities Act;




 




(xviii)                   No event has

occurred and is continuing that constitutes, or with the passage of time or the

giving of notice or both would constitute, an Early Amortization Event under,

and as defined in, the Indenture.  The

Issuer is not in violation of any agreement, charter instrument, bylaw or other

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




 




(xix)                           The

aggregate amount of Scheduled Payments payable by the Lessees under the Lease

Agreements during each Collection Period is sufficient to pay the monthly

Servicing Fee, and the principal and interest on the Class B Notes and the

Class A Notes, as such payments become due and payable, in accordance with the

Indenture;




 




14





























 




(xx)                              The

Issuer agrees that it will not directly or indirectly, sell or offer to sell

the Class B Notes or the Class A Notes or similar security in a manner that

would render the issuance and sale of the Class B Notes or the Class A Notes

pursuant to this Agreement a violation of Section 5 of the Securities Act.




 




SECTION 4.02. 

Representations and Warranties and Agreements of WLFC.  WLFC hereby represents (as of the Effective

Date and as of each date on which a Loan is made by a Subclass A-1 Noteholder

pursuant to the Indenture Supplement, unless otherwise indicated) and warrants

to, and agrees with, the Subclass A-1 Note Purchaser that:




 




(i)                                     The

representations and warranties made by WLFC in this Subclass A-1 Note Purchase

Agreement, the Subclass A-2 Note Purchase Agreement, the Class A Note Purchase

Agreements, the Guaranty, the Contribution and Sale Agreement, the Servicing

Agreement and any other Related Document to which it is a party (collectively,

the “WLFC Documents”) are true and correct in all material respects and the

Subclass A-1 Note Purchaser shall be entitled to rely on such representations

and warranties;




 




(ii)                                  No

written materials delivered to the Subclass A-1 Note Purchaser by or on behalf

of WLFC in connection with the sale of the Class B Notes or the Class A Notes

contain any untrue statement of a material fact or omit a material fact

necessary to make the statements contained therein or herein not

misleading.  There is no fact peculiar

to WLFC or any Affiliate of WLFC or, to the knowledge of WLFC, any Lease

Agreement, Lessee or Engine which WLFC had not disclosed to the Purchaser’s

Agent in writing which materially affects adversely or, so far as WLFC can now

reasonably foresee, will materially affect adversely the ability of WLFC to

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

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

Notes;




 




(iii)                               Any

taxes, fees and other governmental charges payable by WLFC on or prior to the

Effective Date in connection with the execution and delivery of the WLFC

Documents, have been, or will be, paid on or prior to the Effective Date;




 




(iv)                              To

the extent that the Exchange Act may be deemed to apply to the Class B Notes

and the Class A Notes and the Loans, none of the transactions contemplated

herein, in the Subclass B-2 Note Purchase Agreement or in the Class A Note

Purchase Agreements (including, without limitation thereof; the use of the

proceeds from the sale of the Class B Notes and the Class A Notes) will violate

or result in a violation of Section 7 of the Exchange Act or any regulations

issued pursuant thereto including, without limitation, Regulations T, U and X

of the Federal Reserve Board, 12 C.F.R., Chapter II.  WLFC will not use any distribution from the Issuer of proceeds

received by the Issuer from the sale of the Class B Notes and the Class A Notes

to purchase or carry, directly or indirectly, margin stock;




 




(v)                                 No

event has occurred and is continuing that constitutes, or with the passage of

time or the giving of notice or both would constitute a Servicer Event of

Default or an Early Amortization Event under, and as defined in, the Servicing

Agreement or the Indenture, respectively. 

WLFC is not in violation in any material




 




15





























 




respect of any term of any agreement, charter

instrument, bylaw or other instrument to which it is a party or by which it is

or may be bound;




 




(vi)                              The

aggregate amount of Scheduled Payments payable by the Lessees under the Lease

Agreements during each Collection Period is sufficient to cover the monthly

Servicing Fee, and pay the principal and interest on the Class B Notes and the

Class A Notes, as such payments become due and payable, in accordance with the

Indenture; and




 




(vii)                           To the

extent that the Securities Act may be deemed to apply to the Class B Notes and

the Class A Notes and the Loans, neither WLFC nor any affiliate (as defined in

Rule 501(b) of Regulation D) of WLFC has directly, or through any agent,

including, without limitation, the Purchaser’s Agent, (i) sold, offered for

sale, solicited offers to buy or otherwise negotiated in respect of, any

security (as defined in the Securities Act) which is or will be integrated with

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

render the issuance and sale of the Class B Notes and the Class A Notes a

violation of the Securities Act or require the registration of the Class B

Notes or the Class A Notes under the Securities Act or (ii) engaged in any form

of general solicitation or general advertising (within the meaning of

Regulation D) in connection with the offering of the Class B Notes and the

Class A Notes.  It is not necessary in

connection with the offer, sale and delivery of the Class B Notes and the Class

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

Act.




 




ARTICLE V


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER




 




The Subclass A-1 Note Purchasers hereby makes the

following representations and warranties as to itself to the Issuer as of the

Closing Date:




 




SECTION 5.01. 

Organization.  Such

Subclass A-1 Note Purchaser has been duly organized and is validly existing and

in good standing as a corporation under the laws of its jurisdiction of

incorporation, with power and authority to own its properties and to transact

the business in which it is now engaged, and the Subclass A-1 Note Purchaser is

duly qualified to do business and is in good standing in each State of the

United States where the nature of its business requires it to be so qualified.




 




SECTION 5.02. 

Authority, etc.  Such

Subclass A-1 Note Purchaser has all requisite power and authority to enter into

and perform its obligations under this Subclass A-1 Note Purchase Agreement and

to consummate the transactions contemplated hereby.  The execution and delivery by the Subclass A-1 Note Purchaser of

this Subclass A-1 Note Purchase Agreement and the consummation by the Subclass

A-1 Note Purchaser of the transactions contemplated hereby have been duly and

validly authorized by all necessary corporate action on the part of the

Subclass A-1 Note Purchaser.  This

Subclass A-1 Note Purchase Agreement has been duly and validly executed and

delivered by the Subclass A-1 Note Purchaser and constitutes a legal, valid and

binding obligation of the Subclass A-1 Note Purchaser, enforceable against the

Subclass A-1 Note Purchaser in accordance with its terms, subject as to

enforcement to bankruptcy, reorganization, insolvency, moratorium and other

similar laws of general




 




16





























 




applicability relating to or affecting creditors’ rights and to general

principles of equity.  Neither the

execution and delivery by the Subclass A-1 Note Purchaser of this Subclass A-1

Note Purchase Agreement nor the consummation by the Subclass A-1 Note Purchaser

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

Subclass A-1 Note Purchaser of the terms hereof, will conflict with, or

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

provision of the Articles of Incorporation or By–laws of the Subclass A-1

Note Purchaser or any Governmental Rule applicable to the Subclass A-1 Note

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

instrument, to which the Subclass A-1 Note Purchaser is a party or by which the

Subclass A-1 Note Purchaser or any portion of its properties are bound.  No Governmental Action which has not been

obtained is required by or with respect to the Subclass A-1 Note Purchaser in

connection with the execution and delivery of this Subclass A-1 Note Purchase

Agreement by the Subclass A-1 Note Purchaser or the consummation by the

Subclass A-1 Note Purchaser of the transactions contemplated hereby or thereby.




 




SECTION 5.03.  Securities Act.




 




(a)                                  The

Subclass A-1 Note purchased by the Purchaser’s Agent on behalf of the Subclass

A-1 Note Purchaser pursuant to this Subclass A-1 Note Purchase Agreement will

be acquired for investment only and not with a view to any public distribution

thereof, and the Subclass A-1 Note Purchaser will not offer to sell or

otherwise dispose of its Subclass A-1 Note (or any interest therein) in

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

applicable state or other securities laws. 

The Subclass A-1 Note Purchaser acknowledges that it has no right to

require the Issuer to register the Subclass A-1 Note under the Securities Act

or any other securities law.  The

Subclass A-1 Note Purchaser agrees that the Subclass A-1 Note may not be

reoffered, resold, pledged or otherwise transferred except in compliance with

the Securities Act and to a person that the Subclass A-1 Note Purchaser

reasonably believes is a Qualified Institutional Buyer within the meaning of  Rule 144A (a “QIB”) purchasing for its own

account or a QIB purchasing for the account of a QIB, and whom the holder has

informed, in each case, that the reoffer, resale or pledge or other transfer is

being made in reliance on Rule 144A under the Securities Act.  Neither the Subclass A-1 Note Purchaser nor

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

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

the Subclass A-1 Note.




 




(b)                                 The

Subclass A-1 Note Purchaser (as to itself) is aware of the following:  (i) there are significant restrictions on

and conditions to the transferability of the Subclass A-1 Note (and the

Subclass A-1 Note will bear legends referring to such restrictions) and there

is no market for the Subclass A-1 Note and no market is expected to develop for

the Subclass A-1 Note, and accordingly, it may not be possible for the Subclass

A-1 Note Purchaser to liquidate the Subclass A-1 Note Purchaser’s investment in

the Subclass A-1 Note; (ii) no governmental agency has made any findings as to

the fairness of the terms of this Agreement or the terms and conditions of the

Subclass A-1 Note; (iii) there are numerous risks and uncertainties involved in

the Subclass A-1 Note Purchaser’s acquisition of the Subclass A-1 Note and the

Subclass A-1 Note Purchaser has been advised of and understands such risks and

uncertainties; and (iv) any projections or predictions that may have been made

available to the Subclass A-1 Note Purchaser are based on estimates,

assumptions, and forecasts which may prove to be incorrect; and no




 




17





























 




assurance is given that actual results will correspond with the results

contemplated by the various projections.




 




(c)                                  The

Subclass A-1 Note Purchaser has knowledge and experience in financial and

business matters, is capable of evaluating the merits and risks of an

investment in the Subclass A-1 Note and has carefully considered the

suitability of an investment in such Notes and has determined that the Subclass

A-1 Note are a suitable investment. 

Such Subclass A-1 Note Purchaser has received and carefully read the

Transaction Documents and the Subclass A-1 Note Purchaser confirms that all

documents, records and books pertaining to the Subclass A-1 Note, the Issuer

and its assets and the other parties to the Transaction Documents which are

relevant to the Subclass A-1 Note Purchaser’s investment decision have been

made available to the Subclass A-1 Note Purchaser.  The Subclass A-1 Note Purchaser is capable of bearing the risks

and burdens of its investment in the Subclass A-1 Note and is aware that an

early redemption of the Subclass A-1 Note may occur and that no premium will be

paid upon any early redemption.




 




SECTION 5.04.  Investment Company Act.




 




(a)                                  Neither

of the Subclass A-1 Note Purchaser nor the Purchaser’s Agent is required to

register as an “investment company” nor is either of the Subclass A-1 Note

Purchaser or the Purchaser’s Agent controlled by an “investment company” within

the meaning of the Investment Company Act.




 




(b)                                 The

Subclass A-1 Note Purchaser and the Purchaser’s Agent acknowledge that the

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

Act.  In connection with the exclusion of

the Issuer from classification as an investment company under the Investment

Company Act, the Subclass A-1 Note Purchaser represents that it constitutes no

more than seven “beneficial owners” of the Subclass A-1 Note for purposes of

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

The Subclass A-1 Note Purchaser further represents that:  (i) it is investing no more than 40% of its

assets in the Subclass A-1 Note; (ii) it was not formed for the purpose of

investing in the Subclass A-1 Note; (iii) (a) the shareholders, partners or

other holders of equity or beneficial interests in the Subclass A-1 Note

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

A-1 Note or to determine the extent of such acquisition and (b) it is not a defined

contribution or similar benefit plan that allows participants to determine

whether or how much will be invested in investments on their behalf; (iv) it is

acquiring the Subclass A-1 Note in a principal amount of not less than the

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

Subclass A-1 Note for investment and not for sale in connection with any

distribution thereof.  The Subclass A-1

Note Purchaser further understands and agrees that it will not permitted to

transfer any or all of the Subclass A-1 Note or any interest therein unless the

Issuer has consented to such transfer and the transferee has delivered to the

Issuer and the Indenture Trustee an investment letter making representations

and warranties substantially the same as the foregoing representations and

warranties in this Section 5.04(b).  The

Issuer will not consent to any proposed transfer which, after giving effect to

such proposed transfer, would result in the Issuer’s outstanding securities

being owned by more than 100 beneficial owners for purposes of Section 3(c)(1)

of the Investment Company Act; and, except as provided in Section 5.05 of this

Agreement, it will not hold the Subclass A-1 Note for the benefit of any person

or account and it will be the sole 




 




18





























 




beneficial owner of the Subclass A-1 Note for all purposes and it will

not sell participation interests therein or enter into any arrangement pursuant

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

in the Subclass A-1 Note.




 




Section 5.05.  Pledge

to Liquidity Providers.  The Issuer

recognizes the obligations of the Subclass A-1 Note Purchaser under the terms

of the Liquidity Agreement and hereby consents to the transfer of the Subclass

A-1 Notes to the Liquidity Providers when required and in accordance with the

terms of the Liquidity Agreement; provided that each of the Liquidity Providers

shall be a QIB, each Liquidity Provider shall be only one beneficial owner of

the Subclass A-1 Notes for purposes of the Investment Company Act and that the

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

Liquidity Provider shall have delivered to the Issuer and the Indenture Trustee

on or before the later of the date hereof and the date on which it first

becomes a Liquidity Provider, an investment letter making representations and

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

to the Indenture.  If at any time the

number of Liquidity Providers shall exceed one, the Purchaser’s Agent shall

notify the Issuer and the Indenture Trustee of the additional Liquidity

Providers and that each such  Liquidity

Provider represents only one beneficial owner for the purposes of the

Investment Company Act.  Transfers of

the Subclass A-1 Notes under the terms of the Liquidity Agreement shall be

subject to the terms of this Section 5.05, but shall not otherwise be subject

to the transfer restrictions set forth in the Indenture.




 




ARTICLE VI


COVENANTS OF THE ISSUER




 




SECTION 6.01. 

[Reserved].




 




SECTION 6.02. 

Information from the Issuer. 

So long as the Subclass A-1 Note Purchaser shall own the Subclass A-1

Note, the Issuer will furnish to the Subclass A-1 Note Purchaser and the

Purchaser’s Agent:




 




(a)                                  a

copy of each certificate, report, statement, notice or other communication

(other than investment instructions) furnished by or on behalf of the Issuer to

the Indenture Trustee under the Indenture concurrently therewith, and promptly

after receipt thereof, a copy of each notice, demand or other communication

received by or on behalf of the Issuer under the Indenture;




 




(b)                                 such

other information, documents, records or reports respecting the Collateral or

the Issuer, as the Subclass A-1 Note Purchaser or Purchaser’s Agent may from

time to time reasonably request without unreasonable expense to the Issuer;




 




(c)                                  such

publicly available information, documents, records or reports respecting the

Issuer or the condition or operations, financial or otherwise of the Issuer as

the Subclass A-1 Note Purchaser or Purchaser’s Agent may from time to time

reasonably request;




 




(d)                                 as

soon as possible and in any event within five Business Days after the

occurrence thereof, notice of (i) the occurrence of any Event of Default,

(ii) the occurrence of any Early Amortization Event, (iii) any fact,

condition or event which, with the giving of notice




 




19





























 




or the passage of time or both, would become an Event of Default,

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

passage of time or both, would become an Early Amortization Event, (v) the

failure of the Issuer to observe any of its material undertakings under the

Deal Documents or (vi) any change in the status or condition of the Issuer

or the Servicer that would reasonably be expected to adversely affect the

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

Documents; and




 




(e)                                  on

or before April 30 of each year, beginning April 30, 2003, the report required

to be delivered by the Servicer pursuant to Section 5.10 of the Servicing

Agreement.




 




SECTION 6.03. 

Access to Information.  So

long as the Subclass A-1 Note Purchaser shall own any Notes, the Issuer will,

at any time and from time to time during regular business hours, on reasonable

notice to the Issuer, permit the Subclass A-1 Note Purchaser or the Purchaser’s

Agent, or its agents or representatives to:




 




(a)                                  examine

all books, records and documents (including computer tapes and disks) in the

possession or under the control of the Issuer relating to the Collateral, and




 




(b)                                 visit

the offices and property of the Issuer for the purpose of examining the

materials described in clause (a) above.




 




Except as provided in Section 10.05 hereof, any

information obtained by the Subclass A-1 Note Purchaser or the Purchaser’s

Agent pursuant to this Section 6.03 shall be held in confidence by the Subclass

A-1 Note Purchaser or Purchaser’s Agent unless such information (i) has become

available to the public, (ii) is required or requested by any Governmental

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

Rule to be disclosed or otherwise made available and, in the case of (ii) and

(iii) such disclosure shall be only to the extent required.




 




SECTION 6.04. 

Security Interests; Further Assurances.  The Issuer will take all action necessary to maintain the

Indenture Trustee’s first priority perfected security interest in the

Collateral.




 




SECTION 6.05. 

Covenants.  The Issuer

will duly observe and perform each of its covenants set forth in the Indenture.




 




SECTION 6.06. 

Securities Act.  The

Issuer agrees not to sell, offer for sale or solicit offers to buy or otherwise

negotiate in respect of any security (as defined in the Securities Act) that

would be integrated with the sale of the Class B Notes and the Class A Notes in

a manner that would require the registration under the Securities Act of the

sale to the Class B Note Purchasers and the Class A Note Purchasers of the

Class B Notes and the Class A Notes, respectively.




 




20





























 




ARTICLE VII


MUTUAL COVENANTS AND AGREEMENTS




 




SECTION 7.01. 

Legal Conditions to Closing. 

The Subclass A-1 Note Purchaser, the Purchaser’s Agent, the Issuer, and

the Servicer will take all reasonable actions necessary to comply promptly with

all legal requirements which may be imposed on any of them with respect to the

Closing (including satisfaction of the conditions contained in this Subclass

A-1 Note Purchase Agreement), and will promptly cooperate with and furnish

information to one another in connection with any such legal requirements.  The Subclass A-1 Note Purchaser, the

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

necessary to obtain (and will cooperate with one another in obtaining) any

consent, authorization, permit, license, franchise, order or approval of, or

any exemption by, any Governmental Authority or any other Person, required to

be obtained or made by it in connection with any of the transactions

contemplated by this Subclass A-1 Note Purchase Agreement.




 




SECTION 7.02. 

Expenses and Fees. 

Subject to Section 10.10, except as otherwise expressly provided herein,

all costs and expenses incurred in connection with the entering into this

Subclass A-1 Note Purchase Agreement and the transactions contemplated hereby

shall  be paid by the Issuer.




 




SECTION 7.03. 

Mutual Obligations.  On

and after the date of this Subclass A-1 Note Purchase Agreement, the Subclass

A-1 Note Purchaser, the Purchaser’s Agent, the Issuer and the Servicer will do,

execute and perform all such other acts, deeds and documents as the other party

may from time to time reasonably require in order to carry out the intent of

this Subclass A-1 Note Purchase Agreement.




 




ARTICLE VIII


INDEMNIFICATION




 




SECTION 8.01. 

Indemnification by the Issuer. 

The Issuer agrees to indemnify and hold harmless the Subclass A-1 Note

Purchaser and the Purchaser’s Agent, the Sheffield Purchasers (including any

Persons, who are participants with any such Sheffield Purchasers) and any other

Owners and any of their respective officers, directors, employees, agents,

representatives, assignees and Affiliates (each an “Indemnified Party”)

against any and all losses, claims, damages, liabilities or expenses (including

legal and accounting fees) (collectively, “Losses”), as incurred (payable

promptly upon written request), for or on account of or arising from or in

connection with any breach of any representation, warranty or covenant of the

Issuer in this Subclass A-1 Note Purchase Agreement or in any certificate or

other written material delivered pursuant hereto; provided, however, that the

Issuer shall not be so required to indemnify any such Person or otherwise be

liable to any such Person hereunder for any Losses arising from such Person’s

negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the

Issuer shall not be liable for any settlement of any proceeding effected

without its written consent




 




SECTION 8.02. 

Procedure.  In order for

any Indemnified Party to be entitled to any indemnification provided for under

this Subclass A-1 Note Purchase Agreement in respect of, arising out of, or

involving a claim made by any Person against the Indemnified Party (a




 




21





























 




“Third Party Claim”), such Indemnified Party must notify the Issuer in

writing of the Third Party Claim within five Business Days of receipt of a

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

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

notice of the Third Party Claim. 

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

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

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

Party relating to the Third Party Claim.




 




SECTION 8.03. 

Defense of Claims.  If a

Third Party Claim is made against an Indemnified Party, (a) the Issuer will be

entitled to participate in the defense thereof and, (b) if it so chooses,

to assume the defense thereof with counsel selected by the Issuer, provided

that in connection with such assumption (i) such counsel is not reasonably

objected to by the Indemnified Party and (ii) the Issuer first admits in

writing its liability to indemnify the Indemnified Party with respect to all

elements of such claim in full.  Should

the Issuer so elect to assume the defense of a Third Party Claim, none of the Issuer

will be liable to the Indemnified Party for any legal expenses subsequently

incurred by the Indemnified Party in connection with the defense thereof.  If the Issuer elects to assume the defense

of a Third Party Claim, the Indemnified Party will (i) cooperate in all

reasonable respects with the Issuer in connection with such defense and (ii)

not admit any liability with respect to, or settle, compromise or discharge,

such Third Party Claim without the Issuer’s prior written consent.  If the Issuer shall assume the defense of

any Third Party Claim, the Indemnified Party shall be entitled to participate

in (but not control) such defense with its own counsel at its own expense.  If the Issuer does not assume the defense of

any such Third Party Claim, the Indemnified Party may defend the same in such

manner as it may deem appropriate, including settling such claim or litigation

after giving notice to the Issuer of such terms and, the Issuer will promptly

reimburse the Indemnified Party upon written request.




 




ARTICLE IX


THE PURCHASER’S AGENT




 




SECTION 9.01. 

Authorization and Action. 

Each Sheffield Owner hereby accepts the appointment of Barclays Bank

PLC, as Purchaser’s Agent hereunder, and authorizes the Purchaser’s Agent to

take such action as agent on its behalf and to exercise such powers as are

delegated to the Purchaser’s Agent by the terms hereof, together with such

powers as are reasonably incidental thereto. 

The Purchaser’s Agent reserves the right, in its sole discretion, to

take any actions, exercise any rights or remedies under this Subclass A-1 Note

Purchase Agreement and any related agreements and documents.  Except for actions which the Purchaser’s

Agent is expressly required to take pursuant to this Subclass A-1 Note Purchase

Agreement or the Revolving Asset Purchase Agreement, the Purchaser’s Agent

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

personal liability or which is contrary to applicable law unless the

Purchaser’s Agent shall receive further assurances to its satisfaction from the

Owners of the indemnification obligations under Section 9.04 hereof against any

and all liability and expense which may be incurred in taking or continuing to

take such action.  The Purchaser’s Agent

agrees to give to each Owner prompt notice of each notice and determination

given to it by the Issuer, the Servicer and the Indenture Trustee, pursuant to

the terms of this Subclass A-1 Note Purchase Agreement or the Indenture.  Subject to Section 9.06 hereof, the

appointment and authority of the Purchaser’s Agent hereunder shall terminate

upon the payment




 




22





























 




to (a) each Sheffield Owner of all amounts owing to such Owner

hereunder and (b) the Purchaser’s Agent of all amounts due hereunder.




 




SECTION 9.02. 

Purchaser’s Agent’s Reliance, Etc.  Neither the Purchaser’s Agent nor any of its directors, officers,

agents or employees shall be liable for any action taken or omitted to be taken

by it or them as Purchaser’s Agent under or in connection with this Subclass

A-1 Note Purchase Agreement or any related agreement or document, except for

its or their own gross negligence or willful misconduct.  Without limiting the foregoing, the

Purchaser’s Agent:  (i) may consult with

legal counsel, independent public accountants and other experts selected by it

and shall not be liable for any action taken or omitted to be taken in good

faith by it in accordance with the advice of such counsel, accountants or

experts; (ii) makes no warranty or representation to any Sheffield Owner and

shall not be responsible to any Sheffield Owner for any statements, warranties

or representations made by the Issuer, the Servicer or the Indenture Trustee in

connection with this Subclass A-1 Note Purchase Agreement; (iii) shall not have

any duty to ascertain or to inquire as to the performance or observance of any

of the terms, covenants or conditions of this Subclass A-1 Note Purchase

Agreement on the part of the Issuer, the Servicer or the Indenture Trustee or

to inspect the property (including the books and records) of the Issuer, the

Servicer or the Indenture Trustee; (iv) shall not be responsible to any

Sheffield Owner for the due execution, legality, validity, enforceability,

genuineness, sufficiency or value of this Subclass A-1 Note Purchase Agreement

or any other instrument or document furnished pursuant hereto; and (v) shall

incur no liability under or in respect of this Subclass A-1 Note Purchase

Agreement by acting upon any notice (including notice by telephone), consent,

certificate or other instrument or writing (which may be by telex) believed by

it in good faith to be genuine and signed or sent by the proper party or

parties.




 




SECTION 9.03. 

Purchaser’s Agent and Affiliate. 

Barclays Bank PLC and its Affiliates may generally engage in any kind of

business with the Issuer or the Servicer, any of their respective Affiliates

and any Person who may do business with or own securities of the Issuer or the

Servicer or any of its Affiliates, all as if Barclays Bank PLC were not the

Purchaser’s Agent and without any duty to account therefor to the Sheffield

Owners.




 




SECTION 9.04. 

Indemnification.  Each

Sheffield Owner severally agrees to indemnify the Purchaser’s Agent (to the

extent not reimbursed by the Issuer or the Servicer), from and against any and

all liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, costs, or reasonable out-of-pocket expenses or disbursements of any kind

or nature whatsoever which may be imposed on, incurred by, or asserted against

the Purchaser’s Agent in any way relating to or arising out of this Subclass

A-1 Note Purchase Agreement or any action taken or omitted by the Purchaser’s

Agent under this Subclass A-1 Note Purchase Agreement; provided, that (i) a

Sheffield Owner shall not be liable for any portion of such liabilities,

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

expenses or disbursements resulting or arising from the Purchaser’s Agent’s

gross negligence or willful misconduct and (ii) a Sheffield Owner shall not be

liable for any amount in respect of any compromise or settlement or any of the

foregoing unless such compromise or settlement is approved by the Subclass A-1

Note Purchaser.  Without limitation of

the generality of the foregoing, each Sheffield Owner agrees to reimburse the

Purchaser’s Agent, promptly upon demand, for any reasonable out-of-pocket

expenses (including reasonable counsel fees) incurred by the Purchaser’s Agent

in connection with the administration, modification, amendment or




 




23





























 




enforcement (whether through negotiations, legal proceedings or

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

this Subclass A-1 Note Purchase Agreement; provided, that no Sheffield Owner

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

defending itself against any claim alleging the gross negligence or willful

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

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

final and non-appealable decision.




 




SECTION 9.05. 

Purchase Decision.  Each

Sheffield Owner acknowledges that it has, independently and without reliance

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

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

deemed appropriate, made its own evaluation and decision to enter into this

Subclass A-1 Note Purchase Agreement and to purchase an interest in the

Subclass A-1 Note.  Each Sheffield Owner

also acknowledges that it will, independently and without reliance upon the

Purchaser’s Agent, any other Sheffield Owner or any of their respective Affiliates,

and based on such documents and information as it shall deem appropriate at the

time, continue to make its own decisions in taking or not taking action under

this Subclass A-1 Note Purchase Agreement or any related agreement, instrument

or other document.




 




SECTION 9.06. 

Successor Purchaser’s Agent. 

(a) The Purchaser’s Agent may resign at any time by giving sixty days’

written notice thereof to the Sheffield Owners, the Issuer, the Servicer and

the Indenture Trustee.  Upon any such

resignation, a majority of the Sheffield Owners shall have the right to appoint

a successor Purchaser’s Agent approved by the Issuer (which approval will not

be unreasonably withheld or delayed). 

If no successor Purchaser’s Agent shall have been so appointed by a

majority of the Sheffield Owners and shall have accepted such appointment,

within sixty days after the retiring Purchaser’s Agent’s giving of notice or

resignation, then the retiring Purchaser’s Agent may, on behalf of the

Sheffield Owners appoint a successor Purchaser’s Agent.  If such successor Purchaser’s Agent is not

an Affiliate of Barclays Bank PLC, such successor Purchaser’s Agent shall be

subject to the Issuer’s prior written consent. 

Upon the acceptance of any appointment as Purchaser’s Agent hereunder by

a successor Purchaser’s Agent, such successor Purchaser’s Agent shall thereupon

succeed to and become vested with all of the rights, powers, privileges and

duties of the retiring Purchaser’s Agent, and the retiring Purchaser’s Agent

shall be discharged from its duties and obligations under this Subclass A-1

Note Purchase Agreement.  After any

retiring Purchaser’s Agent’s resignation or removal hereunder as Purchaser’s

Agent, the provisions of this Article IX shall inure to its benefit as to any

actions taken or omitted to be taken by it while it was an Purchaser’s Agent

under this Subclass A-1 Note Purchase Agreement.




 




ARTICLE X


MISCELLANEOUS




 




SECTION 10.01. 

Amendments.  No amendment

or waiver of any provision of this Subclass A-1 Note Purchase Agreement shall

in any event be effective unless (i) the same shall be in writing and signed by

all of the parties hereto and (ii) each rating agency then rating the

Commercial Paper Notes shall have confirmed that such amendment will not result

in a reduction or withdrawal of its then effective rating of the Commercial

Paper Notes, and then such amendment, waiver or consent shall be effective only

in the specific instance and for the specific purpose for which given.




 




24





























 




SECTION 10.02. 

Notices.  All notices and

other communications provided for hereunder shall, unless otherwise stated

herein, be in writing (including telecopies) or delivered by overnight courier

service, as to each party hereto, at its address set forth below or at such

other address as shall be designated by such party in a written notice to the

other parties hereto.  All such notices

and communications shall, when telecopied or sent by overnight delivery

service, be effective with respect to telecopy notices, when the sending

machine receives confirmation of the transmission, and with respect to

overnight delivery service when confirmed by signed receipt.




 




If to the Subclass A-1 Note Purchaser:




 




Sheffield Receivables Corporation




c/o Barclays Bank PLC




222 Broadway


New York, New York 10038


Attention:     Asset Securitization

Group


Telephone No.  (212) 412-3266


Facsimile No. (212) 412-6846






If to the Issuer:




 




Willis Engine Funding LLC


2320 Marinship Way


Suite 300


Sausalito, California 94965


Telephone No.  (415) 331-5281


Facsimile No.  (415) 331-5167






If to Purchaser’s Agent:






Barclays Bank PLC




222 Broadway




New York, New York 10038




Attention:    

Asset Securitization Group




Telephone No. 

(212) 412-3266




Facsimile No. 

(212) 412-6846




 




SECTION 10.03. 

No Waiver; Remedies.  No

failure on the part of any party hereto to exercise, and no delay in

exercising, any right hereunder shall operate as a waiver thereof; nor shall

any single or partial exercise of any right hereunder preclude any other or

further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative

and not exclusive of any remedies provided by law.




 




SECTION 10.04. 

Binding Effect; Assignability. 

This Subclass A-1 Note Purchase Agreement shall be binding upon and

inure to the benefit of the Issuer, the Purchaser’s Agent and the Subclass A-1

Note Purchaser and their respective successors and assigns




 




25





























 




(including any subsequent holders of the Subclass A-1 Note); provided,

however, that the Issuer shall not have the right to assign its rights

hereunder or any interest herein (by operation of law or otherwise) without the

prior written consent of the Subclass A-1 Note Purchaser.  The Issuer acknowledges that the Subclass

A-1 Note Purchaser may at any time assign any and all of its rights hereunder

to the Owners.  This Subclass A-1 Note

Purchase Agreement shall create and constitute the continuing obligation of the

parties hereto in accordance with its terms, and shall remain in full force and

effect until such time as all amounts payable with respect to the Subclass A-1

Note shall have been paid in full.




 




SECTION 10.05. 

Provision of Documents and Information.  The Issuer acknowledges and agrees that the Subclass A-1 Note

Purchaser and the Purchaser’s Agent are permitted to provide to the Sheffield

Purchasers, the placement agents for the Subclass A-1 Note Purchaser’s

Commercial Paper Notes, the rating agencies of the Subclass A-1 Note

Purchaser’s Commercial Paper Notes and other liquidity and credit providers under

the Subclass A-1 Note Purchaser’s Commercial Paper Note program, opinions,

certificates, documents and other information relating to the Issuer, the

Indenture Trustee and the Servicer and the Collateral delivered to the Subclass

A-1 Note Purchaser or Purchaser’s Agent pursuant to this Subclass A-1 Note

Purchase Agreement.  In addition, the

Issuer, the Indenture Trustee and the Servicer agree that any successors or

assignees of the Subclass A-1 Note Purchaser will be entitled to receive the

same opinions, certificates, documents and other information from the Issuer,

the Indenture Trustee, the Servicer and their respective agents and

representatives as the Subclass A-1 Note Purchaser or Purchaser’s Agent under

this Subclass A-1 Note Purchase Agreement.  The Purchaser’s Agent agrees not to provide any of the foregoing

materials or information to any of the Sheffield Purchasers, the other

liquidity and credit providers under the Subclass A-1 Note Purchaser’s Commercial

Paper Program or the dealers or placement agents of the Subclass A-1 Note

Purchaser’s Commercial Paper Notes unless such party has agreed to hold such

materials or information in confidence in accordance with the standard set

forth in Section 6.03 hereof.




 




SECTION 10.06. 

GOVERNING LAW; JURISDICTION. 

THIS SUBCLASS A-1 NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND

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

REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. 

EACH OF THE PARTIES TO THIS SUBCLASS A-1 NOTE PURCHASE AGREEMENT HEREBY

AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN

DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE

JUDGMENTS THEREOF.  EACH OF THE PARTIES

HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO

VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS

AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED

APPROPRIATE BY SUCH COURT.




 




SECTION 10.07. 

No Proceedings.




 




(a)                                  The

Issuer agrees that so long as any of the Subclass A-1 Note Purchaser’s

Commercial Paper Notes shall be outstanding or there shall not have elapsed one

year plus one day since the last day on which any of the Subclass A-1 Note

Purchaser’s Commercial Paper Notes shall have been outstanding, it shall not

file, or join in the filing of, a petition

against the Subclass A-1 Note Purchaser under the Federal Bankruptcy Code, or

join in the commencement




 




26





























 




of any bankruptcy, reorganization, arrangement, insolvency, liquidation

or other similar proceeding against the Subclass A-1 Note Purchaser.




 




(b)                                 The

Subclass A-1 Note Purchaser and the Purchaser’s Agent agrees that so long as

the Subclass A-1 Note shall be outstanding or there shall not have elapsed one

year plus one day since the last day on which the Subclass A-1 Note shall have

been outstanding, it shall not file, or join in the filing of, a petition

against the Issuer under the Federal Bankruptcy Code, or join in the

commencement of any bankruptcy, reorganization, arrangement, insolvency,

liquidation or other similar proceeding against the Issuer.




 




SECTION 10.08. 

Execution in Counterparts. 

This Subclass A-1 Note Purchase Agreement may be executed in any number

of counterparts and by different parties hereto in separate counterparts, each

of which when so executed shall be deemed to be an original and all of which

when taken together shall constitute one and the same agreement.




 




SECTION 10.09. 

No Recourse.  The

obligations of the Subclass A-1 Note Purchaser or any Sheffield Purchaser under

this Subclass A-1 Note Purchase Agreement, or any other agreement, instrument,

document or certificate executed and delivered by or issued by the Subclass A-1

Note Purchaser or any such Sheffield Purchaser or any officer thereof are

solely the corporate obligations of the Subclass A-1 Note Purchaser or any such

Sheffield Purchaser.  No recourse shall

be had for payment of any fee or other obligation or claim arising out of or relating

to this Subclass A-1 Note Purchase Agreement or any other agreement,

instrument, document or certificate executed and delivered or issued by a

Subclass A-1 Note Purchaser or any Sheffield Purchaser or any officer thereof

in connection therewith, against any stockholder, employee, officer, director

or incorporator of a Subclass A-1 Note Purchaser or any such Sheffield

Purchaser.




 




SECTION 10.10. 

Limited Recourse.  The

obligations of the Issuer under this Subclass A-1 Note Purchase Agreement shall

be payable only out of the Collateral and the Subclass A-1 Note Purchaser shall

not look to any property or assets of the Issuer, other than to the Collateral

remaining after all obligations of the Issuer under the Indenture are

satisfied. To the extent that the proceeds of the Collateral after application

in accordance with the provisions of the Indenture are insufficient to satisfy

the obligations of the Issuer under the Indenture and under this Agreement, the

Issuer shall have no further obligation in respect hereof and any remaining

outstanding obligation shall be extinguished.




 




SECTION 10.11. 

Survival.  All

representations, warranties, guaranties and indemnifications (including the

payment obligations in Section 9.04 hereof) contained in this Subclass A-1 Note

Purchase Agreement and in any document, certificate or statement delivered

pursuant hereto or in connection herewith shall survive the sale and transfer

of the Subclass A-1 Note.




 




SECTION 10.12. 

Third-Party Beneficiaries. 

The parties hereto agree and acknowledge that the Owners are and shall

be third–party beneficiaries under this Subclass A-1 Note Purchase

Agreement.




 




27





























 




SECTION 10.13. 

Appointment of Agent for Service of Process.  The Issuer hereby appoints CT Corporation

Systems having an address at 1633 Broadway, New York, New York 10019 as its

agent for service of process in the State of New York.




 




SECTION 10.14. 

Effect on Original Note Purchase Agreement.  The Issuer and the Subclass A-1 Note Purchaser

hereby agree that as of the Effective Date (i) the terms and provisions of the

Original Note Purchase Agreement shall be and hereby are amended and restated

in their entirety by the terms and provisions of this Subclass A-1 Note

Purchase Agreement and (ii) the execution and delivery of this

Subclass A-1 Note Purchase Agreement shall not constitute or effect or be

deemed to constitute or effect a novation, refinancing, discharge,

extinguishment or refunding or any of the “Outstanding Obligations” (as defined

in the Original Indenture).




 




28





























 




IN WITNESS WHEREOF, the parties have caused this

Subclass A-1 Note Purchase Agreement to be executed by their respective

officers thereunto duly authorized, as of the date first above written.




 




	

   


  	

  WILLIS ENGINE FUNDING LLC


  
	

   


  	

    as Issuer,


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ MONICA J. BURKE


  
	

   


  	

   


  	

  Name:


  	

  Monica J. Burke


  
	

   


  	

   


  	

  Title:


  	

  Chief Financial Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  WILLIS LEASE FINANCE CORPORATION,


  
	

   


  	

    as

  Servicer,


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

          /s/

  DONALD A. NUNEMAKER


  
	

   


  	

   


  	

  Name:


  	

  Donald A. Nunemaker


  
	

   


  	

   


  	

  Title


  	

  Executive Vice President


  Chief Operating Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  SHEFFIELD RECEIVABLES CORPORATION,


  
	

   


  	

    as Subclass

  A-1 Note Purchaser


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Barclays Bank PLC, as Attorney in Fact


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ JANETTE LIEU


  
	

   


  	

   


  	

  Name:


  	

  Janette Lieu


  
	

   


  	

   


  	

  Title:


  	

  Associate Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  BARCLAYS BANK PLC,


  
	

   


  	

    as

  Purchaser’s Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ PIERRE DULEYRIE


  
	

   


  	

   


  	

  Name:


  	

  Pierre Duleyrie


  
	

   


  	

   


  	

  Title:


  	

  Director


  





 




Signature Page 1




to




Subclass A-1 Note Purchase Agreement




 





























 




SCHEDULE

1




 




Account to which cash payments shall be made to:




 




Barclays Bank PLC




ABA #: 

026-00-2574




Account Number: 

050-791-516




Account Name: 

Sheffield 4(2) Funding Account




Ref:  Willis

Engine Finance




Telephone: 

(212) 412-2932




Fax:  (212) 412-6846




e-mail: 

pierre.duleyrie@barcap.com