CONTRIBUTION AND SALE AGREEMENT*Contribution and Sale Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of September 12, 2002 (this “Agreement”), is entered into between WILLIS LEASE FINANCE CORPORATION (the “Seller”), a company organized and existing under the laws of Delaware located at 2320 Marinship Way, Suite 300, Sausalito, California 94965 and WILLIS ENGINE FUNDING LLC (the “Issuer”), a limited liability company organized and existing under the laws of Delaware located at 2320 Marinship Way, Suite 300, Sausalito, California 94965.
GUARANTYGuaranty • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
This GUARANTY (this “Guaranty”) dated as of September 12, 2002 is made by WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (together with its successors and assigns, the “Guarantor”), in favor of BARCLAYS BANK PLC, a public limited company organized under the law of England and Wales, in its capacity as Deal Agent (as defined below) and as a Class B Purchaser (as defined below), and FORTIS BANK (NEDERLAND) N.V., organized under the laws of the Netherlands, in its capacity as a Class B Purchaser (as defined below).
WILLIS LEASE FINANCE CORPORATION AND WILLIS ENGINE FUNDING LLC SERVICING AGREEMENT Dated as of September 12, 2002Servicing Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
This Servicing Agreement, dated as of September 12, 2002 (the “Agreement”) is entered into by and between Willis Lease Finance Corporation (the “Servicer”) and Willis Engine Funding LLC (the “Issuer”).
WILLIS ENGINE FUNDING LLC* Issuer and THE BANK OF NEW YORK Indenture Trustee SERIES 2002-1 SUPPLEMENT Dated as of September 12, 2002 to INDENTURE Dated as of September 12, 2002Indenture Supplement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
SERIES 2002-1 SUPPLEMENT, dated as of September 12, 2002 (the “Supplement” or the “Series 2002-1 Supplement”), between Willis Engine Funding LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), and The Bank of New York, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Amendment”) is dated as of November 12, 2002 between Willis Lease Finance Corporation, a Delaware corporation (“Borrower”) and ABB New Finance AB, as lender (the “Lender”).
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, 2002Administration Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
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”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into on this 13th day of September, 2002 by and between Hans Jörg Hunziker (or a company which is majority-owned by Mr. Hunziker) (“Contractor”) whose address is Luxweg 13, 8155 Niederhasle, Switzerland, and Willis Lease Finance Corporation (“WLFC”) whose address is 2320 Marinship Way, Suite 300, Sausalito, CA 94965 USA. Contractor and WLFC are sometimes referred to in this Agreement as the “Party” or collectively as the “Parties.”
CLASS B NOTE PURCHASE AGREEMENT among WILLIS ENGINE FUNDING LLC, as Issuer WILLIS LEASE FINANCE CORPORATION, as Servicer FORTIS BANK (NEDERLAND) N.V., as a Class B Note Purchaser and BARCLAYS BANK PLC, as a Class B Note Purchaser and as Purchasers’...Class B Note Purchase Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
CLASS B NOTE PURCHASE AGREEMENT (“Class B Note Purchase Agreement”) dated as of September 12, 2002, among WILLIS ENGINE FUNDING LLC (the “Issuer”), WILLIS LEASE FINANCE CORPORATION (the “Servicer”), FORTIS BANK (NEDERLAND) N.V. (a “Class B Note Purchaser”) and BARCLAYS BANK PLC, as a Class B Note Purchaser (in such capacity, a “Class B Note Purchaser” and, together with Fortis Bank (Nederland) N.V., the “Class B Note Purchasers”) and as the Purchasers’ Agent (in such capacity, the “Purchasers’ Agent”).
CUSTODIAL AGREEMENTCustodial Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
This Custodial Agreement, dated as of September 12, 2002 (this “Custodial Agreement”), is entered into by and among BNY MIDWEST TRUST COMPANY, an Illinois corporation (the “Custodian”), WILLIS ENGINE FUNDING LLC, a Delaware limited liability company (the “Issuer”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, as Servicer (the “Servicer”), THE BANK OF NEW YORK, as Indenture Trustee (the “Indenture Trustee”) and BARCLAYS BANK PLC , as Deal Agent (the “Deal Agent”) for the Noteholders.
AMENDMENT NO. 2 TO CREDIT AGREEMENT *Credit Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • California
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is dated as of November 13, 2002 among Willis Lease Finance Corporation, a Delaware corporation (“Borrower”), the banking institutions signatories hereto (the “Banks”), National City Bank, as administrative agent for the Banks (the “Administrative Agent”), Fortis Bank [Nederland] N.V., as security agent (the “Security Agent”), and Fortis Bank [Nederland] N.V., as structuring agent (the “Structuring Agent”).
CLASS A NOTE PURCHASE AGREEMENT among WILLIS ENGINE FUNDING LLC, as Issuer WILLIS LEASE FINANCE CORPORATION, as Servicer SHEFFIELD RECEIVABLES CORPORATION, as Class A Note Purchaser and BARCLAYS BANK PLC, as Purchaser’s Agent dated as of September 12,...Class a Note Purchase Agreement • November 15th, 2002 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
CLASS A NOTE PURCHASE AGREEMENT (“Class A Note Purchase Agreement”) dated as of September 12, 2002, among WILLIS ENGINE FUNDING LLC (the “Issuer”), WILLIS LEASE FINANCE CORPORATION (the “Servicer”), SHEFFIELD RECEIVABLES CORPORATION (the “Class A Note Purchaser”) and BARCLAYS BANK PLC (the “Purchaser’s Agent”).
