0000912057-01-515208 Sample Contracts

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 14th, 2001 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

THIS THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of February 7, 2001 (this "Third Amendment"), is entered into by and among WLFC FUNDING CORPORATION, as issuer (the "Issuer"), WILLIS LEASE FINANCE CORPORATION, as servicer (the "Servicer"), VARIABLE FUNDING CAPITAL CORPORATION, as a purchaser ("VFCC"), the Investors, FIRST UNION SECURITIES, INC. (f/k/a First Union Capital Markets Corp.), as deal agent (the "Deal Agent") and FIRST UNION NATIONAL BANK, as liquidity agent ("FUNB"). Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

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THIRD AMENDMENT TO AMENDED AND RESTATED SERIES 1997-1(*) SUPPLEMENT
Third Amendment to Amended and Restated Series 1997-1 Supplement • May 14th, 2001 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

THIS THIRD AMENDMENT TO AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT, dated as of February 7, 2001 (this "Third Amendment"), is entered into by and among WLFC FUNDING CORPORATION, as issuer (the "Issuer") and THE BANK OF NEW YORK, as indenture trustee (the "Indenture"). Capitalized terms used and not otherwise defined herein are used as defined in the Supplement (as defined below).

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