Exhibit 10.28
EXECUTION COPY
ADMINISTRATION AGREEMENT*
among
WILLIS ENGINE FUNDING LLC,
as Issuer,
WILLIS LEASE FINANCE CORPORATION,
as Servicer
BARCLAYS BANK PLC,
as Administrative Agent
and
THE BANK OF NEW YORK,
as Indenture Trustee
Dated as of September 12, 2002
*
Portions of the material in this Exhibit have been redacted
pursuant to a request for confidential treatment, and the redacted material has
been filed separately with the Securities and Exchange Commission (the
"Commission").
An asterisk has been placed in the precise places in this
Agreement where we have redacted information, and the asterisk is keyed to a
legend which states that the material has been omitted pursuant to a request for
confidential treatment.
EXECUTION COPY
This ADMINISTRATION AGREEMENT, dated as of September 12, 2002 (the "Agreement"),
among WILLIS ENGINE FUNDING LLC, a Delaware limited liability company
(the "Issuer"), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the
"Servicer"), BARCLAYS BANK PLC (the "Administrative Agent") and THE BANK OF NEW
YORK, a New York banking corporation, as Indenture Trustee (the "Indenture
Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer is issuing its Series 2002-1 Notes (the "Series 2002-1
Notes") pursuant to the Series 2002-1 Supplement, dated as of September 12, 2002
(the "Series 2002-1 Supplement") to the Indenture, dated as of September 12,
2002 (the "Indenture"), each between the Issuer and The Bank of New York, as
trustee (the "Indenture Trustee");
WHEREAS, pursuant to the Indenture and the other Related Documents, the
Administrative Agent is required to perform certain duties referred to therein;
and
WHEREAS, the Administrative Agent has the capacity to provide the services
required thereby and is willing to perform such services on the terms set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
other, good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1.
DEFINITIONS.
CAPITALIZED TERMS USED AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE SERIES
2002-1 SUPPLEMENT OR, IF NOT DEFINED THEREIN, AS DEFINED IN THE INDENTURE.
SECTION 2.
APPOINTMENT AND AUTHORITY OF ADMINISTRATIVE AGENT.
SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE INDENTURE TRUSTEE, ON BEHALF
OF THE NOTEHOLDERS, HEREBY APPOINTS THE ADMINISTRATIVE AGENT TO PERFORM ALL OF
THE ACTIVITIES SET FORTH IN SECTION 3 HEREOF.
BY EXECUTING THIS AGREEMENT, THE
ADMINISTRATIVE AGENT HEREBY ACCEPTS SUCH APPOINTMENT.
SECTION 3.
DUTIES OF THE ADMINISTRATIVE AGENT.
SUBJECT TO THE
LIMITATIONS SET FORTH IN THIS AGREEMENT, THE DUTIES OF THE ADMINISTRATIVE AGENT
SHALL BE LIMITED TO THE FOLLOWING:
(A)
FACILITATION OF TRANSFER TO REPLACEMENT SERVICER.
UPON RECEIPT OF
A COPY OF A NOTICE THAT A SERVICER TERMINATION NOTICE HAS BEEN ISSUED PURSUANT
TO SECTION 405(B) OF THE INDENTURE, THE ADMINISTRATIVE AGENT SHALL USE
REASONABLE EFFORTS TO LOCATE A QUALIFIED REPLACEMENT SERVICER TO FULFILL THE
DUTIES OF THE THEN CURRENT SERVICER IN ACCORDANCE WITH, AND SUBJECT TO THE TERMS
AND CONDITIONS SET FORTH IN, SECTION 405(B) OF