0001104659-02-003730 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of June, 2002, by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Monica J. Burke (“Employee”).

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EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 13th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

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”), WILLIS 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).

AMENDED AND RESTATED EIGHTH AMENDMENT TO AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT*
Eighth Amendment to Amended and Restated Series 1997-1 Supplement • August 13th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

This AMENDED AND RESTATED EIGHTH AMENDMENT TO AMENDED AND RESTATED SERIES 1997-1 SUPPLEMENT, dated as of May 3, 2002 (this “Eighth 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 Trustee”). Capitalized terms used and not otherwise defined herein are used as defined in the Supplement (as defined below).

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