EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 10.24

EXECUTION VERSION

EIGHTH AMENDMENT TO

NOTE PURCHASE AGREEMENT

THIS EIGHT AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of May 3, 2002 (this “Eighth Amendment”), is entered into by and among WLFC FUNDING CORPORATION, as issuer (the “Issuer”), XXXXXX LEASE FINANCE CORPORATION, as servicer (the “Servicer”), VARIABLE FUNDING CAPITAL CORPORATION, as a purchaser (“VFCC”), the Investors, FIRST UNION SECURITIES, INC., as deal agent (the “Deal Agent”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as liquidity agent (formerly known as First Union National Bank) (“WB”).  Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

WHEREAS, the parties hereto entered into that certain Note Purchase Agreement, dated as February 11, 1999, as amended by a First Amendment, dated as of May 12, 1999, a Second Amendment, dated as of February 9, 2000, a Third Amendment, dated as of February 7, 2001, a Fourth Amendment, dated as of May 31, 2001, a Fifth Amendment, dated as of February 5, 2002, a Sixth Amendment, dated as of March 5, 2002 and a Seventh Amendment, dated as of April 5, 2002 (the “Agreement”); and

WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein;

NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1.  Amendments.

(a)           The definition of “Commitment Termination Date” in Section 1.1 of the Agreement is hereby modified, amended and restated to read in its entirety as follows:

“Commitment Termination Date: February 5, 2003 or such later date to which the Commitment Termination Date may be extended (if extended) in the sole discretion of the Purchases in accordance with the terms of Section 2.3(b).”

(b)           The following definition is hereby added in its entirety to Section 1.1 of the Agreement:

“Eighth Amendment Date: The date on which the Eighth Amendment to the Agreement shall become effective.”

(c)           Section 2.4(c) of the Note Purchase Agreement is deleted.

SECTION 2. Agreement in Full Force and Effect as Amended.  Except as specifically amended hereby, the Agreement shall remain in full force and effect.  All references to the Agreement shall be deemed to mean the Agreement as modified hereby.  This Eighth Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof.  The parties hereto agree to be bound by the terms and conditions of the Agreement, as amended by this Eighth Amendment, as though such terms and conditions were set forth herein.

SECTION 3. Miscellaneous.

(a)           This Eighth Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b)           The descriptive headings of the various sections of this Eighth Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c)           This Eighth Amendment may not be amended or otherwise modified except as provided in the Agreement.

(d)           THIS EIGHTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.

[Remainder of Page Intentionally left Blank]

2

IN WITNESS WHEREOF, the parties have caused this Eighth Amendment to the Agreement to be executed by their respective officers thereunto duly authorized as, of the date first above written.

THE ISSUER:

WLFC FUNDING CORPORATION

By:

/s/ Xxxxxx X. Xxxxxxxxx

Title:

XXXXXX X. XXXXXXXXX EXECUTIVE VICE PRESIDENT CHIEF OPERATING OFFICER

THE SERVICER:

XXXXXX LEASE FINANCE CORPORATION

By:

/s/ Xxxxxx X. Xxxxxxxxx

Title:

XXXXXX X. XXXXXXXXX EXECUTIVE VICE PRESIDENT CHIEF OPERATING OFFICER

THE INVESTOR:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

/s/ Xxxx X. Xxxxxxx

Title:

XXXX X.XXXXXXX SENIOR VICE PRESIDENT

Wachovia Bank, National Association

Xxx Xxxxx Xxxxx Xxxxxx, XX-0

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: Credit Administration

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

S-1

VFCC:

VARIABLE FUNDING CAPITAL CORPORATION

By:

First Union Securities, Inc.,

as attorney-in-fact

By:

/s/ Xxxxxxx X. Xxxxxx

Title:

XXXXXXX X. XXXXXX, XX. VICE PRESIDENT

Variable Funding Capital Corporation

c/o First Union Securities, Inc.

One First Xxxxx Xxxxxx, XX-0

Attention: Conduit Administration

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

with a copy to:

Lord Securities Corp.

0 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx

Attention: Vice President

Facsimile No.: (000) 000-0000

Confirmation No.: (000) 000-0000

THE DEAL AGENT:

FIRST UNION SECURITIES, INC.

By:

/s/ Xxxxxx Xxxxxx

Title:

XXXXXX XXXXXX. DIRECTOR

First Union Securities, Inc.

Xxx Xxxxx Xxxxx Xxxxxx, XX-0

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attention: Conduit Administration

Facsimile No.: (000) 000-0000

Telephone No.: (000) 000-0000

S-2

THE LIQUIDITY AGENT:		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:	/s/  Xxxx X. Xxxxxxx
		Title:		XXXX X. XXXXXXX SENIOR VICE PRESIDENT
		Wachovia Bank, National Association
		Xxx Xxxxx Xxxxx Xxxxxx, XX-0
		Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
		Attention; Credit Administration
		Facsimile No.: (000) 000-0000
		Telephone No.: (000) 000-0000

S-3