Exhibit 10.35




 




AMENDMENT

NO. 1 TO CREDIT AGREEMENT




 




                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”).




 




W I T N E S S E T H




 




                WHEREAS, Borrower

entered into a Credit Agreement dated as of September 21, 2001 (the “Credit

Agreement”) with ABB Credit Finans AB (publ) (“Old ABB”);




 




                WHEREAS, on November 5, 2002 Old ABB assigned its

entire interest in and to the Loans (as defined in the Credit Agreement) and

every Loan Document (as defined in the Credit Agreement) to Lender, and Lender

agreed to accept the assignment and to be bound by each and every provision

thereof;




 




                WHEREAS,

Borrower  has requested that Lender

amend the definition of “EBIT” so as to add back to Net Income the amount

deducted for the non-cash write-off of $781,000 in previously paid legal and

bank fees related to the former WLFC Funding Corporation loan from Wachovia

Bank, N.A. (the “Write-Off”) and make certain other changes to the Credit

Agreement and the other Loan Documents, and Lender is willing to do so.




 




                NOW, THEREFORE, in consideration of the

foregoing and for other good and valuable consideration, the receipt of which

is hereby acknowledged, the parties hereto agree as follows:




 




                SECTION 1. 

Definitions.  Capitalized terms not defined herein shall

have the meanings assigned to those terms in the Credit Agreement.




 




                SECTION 2.  Amendment to Definitions of “EBIT” and “Interest

Coverage Ratio.”




 




(a)           The definition of “EBIT” contained in

Section 1.1 of the Credit Agreement is hereby amended and restated in its

entirety to read as follows:




 




                ““EBIT” shall mean the sum of (i) Net Income

less any extraordinary gain or loss included in the calculation thereof, plus

(ii) amounts deducted for interest expense and income taxes, plus (iii) to the

extent not included in clause (ii), amortization or write-off of capitalized

financing or debt issuance costs; capitalized financing or debt issuance costs

include without limitation amounts deducted for the non-cash write-off of

$781,000 in previously paid legal and bank fees related to the former WLFC

Funding Corporation loan from Wachovia Bank, N.A.”




 




                                (b)           The

definition of “Interest Coverage Ratio” contained in Section 1.1 of the Credit

Agreement is hereby amended and restated in its entirety to read as follows:




 




                ““Interest Coverage Ratio” shall mean the

ratio of EBIT of the Willis Companies plus rent expenses of the Willis

Companies to interest expense (excluding, to the extent otherwise included

therein, amortization or write-off of capitalized financing or debt issuance

costs;




 




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capitalized financing or

debt issuance costs include without limitation amounts deducted for the

non-cash write-off of $781,000 in previously paid legal and bank fees related

to the former WLFC Funding Corporation loan from Wachovia Bank, N.A.) of the

Willis Companies plus rent expenses of the Willis Companies.”




 




                SECTION

3.         Other Amendments.  In addition to the

amendments contained in Section 2 above, the Credit Agreement and the other

Loan Documents are hereby amended in the following respects:




 




                                (a)           All

references in the Credit Agreement and the other Loan Documents to “WLFC

Funding Corporation” are hereby deleted and replaced by “Willis Engine Funding

LLC, a Delaware limited liability company”; and all references in the Credit

Agreement and the other Loan Documents to the “WLFC Funding Facility” are hereby

deleted and replaced by “Willis Engine Funding Facility.”




 




                                (b)           The

definition of “Contribution Agreement” contained in Section 1.1 of the Credit

Agreement is hereby amended and restated in its entirety to read as follows:




 




                ““Contribution Agreement” shall have the

meaning ascribed thereto in the definition of “Willis Engine Funding Facility,”

as amended, waived, restated and supplemented from time to time.”




 




                                (c)           The

definition of “Debt” contained in Section 1.1 of the Credit Agreement is hereby

amended by adding the following language to the end of clause (v) thereof:




 




                “, except for guaranties of the

obligations of Owner Trustees as lessor under Leases entered into in the

ordinary course of business”




                                (d)           The

following new definition of “Willis Engine Funding Facility” is hereby added to

Section 1.1 of the Credit Agreement in alphabetical order:




 




““Willis Engine

Funding Facility” shall mean the transactions contemplated by (i) that

certain Indenture dated as of September 12, 2002 (the “Indenture”) between

Willis Engine Funding LLC, a Delaware limited liability company (“WEF”) and The

Bank of New York, as indenture trustee (the “Indenture Trustee”), as

supplemented by that certain Series 2002-1 Supplement dated as of September 12,

2002 (the “Supplement”) between WEF and the Indenture Trustee, (ii) that

certain Class A Note Purchase Agreement dated as of September 12, 2002 (the

“Class A Note Purchase Agreement”) by and among Borrower, WEF, Sheffield

Receivables Corporation (“Sheffield”) (“Class A Purchaser,” together with Class

B Purchasers (as defined below), each individually a “Purchaser” and

collectively, the “Purchasers”), and Barclays Bank PLC (“Barclays”), as agent

on behalf of the Class A Purchasers, (iii) that certain Class B Note Purchase

Agreement dated as of September 12, 2002 (the “Class B Note Purchase

Agreement”; together with the Class A Note Purchase Agreement, the “Note

Purchase Agreement”) by and among Borrower, WEF, Fortis Bank [Nederland] N.V.

(“Fortis”) (a “Class B Purchaser”), and Barclays, as a Class B Purchaser and as

agent on behalf of the Class B Purchasers, (iv) that certain Contribution and

Sale Agreement dated as of September 12, 2002 (the “Contribution Agreement”) by

and between Borrower and WEF, (v) that certain Administration Agreement




 




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dated as of September 12,

2002 (the “Administration Agreement”) by and among WEF, as issuer, Borrower, as

servicer, Barclays, as administrative agent, and the Indenture Trustee, (vi)

that certain Guaranty dated as of September 12, 2002 (the “Willis Engine

Funding Guaranty”) by Borrower in favor of Barclays, as deal agent and as a

Class B Purchaser, and Fortis as a Class B Purchaser, (vii) that certain

Reimbursement Agreement dated as of September 12, 2002 (the “Reimbursement

Agreement”) by and between Borrower and WEF, (viii) that certain letter

regarding indemnification obligations dated September 12, 2002 (the

“Indemnification Letter”) by Borrower in favor of Indenture Trustee, (ix) that

certain Custodial Agreement dated as of September 12, 2002 (the “Custodial

Agreement”) by and among Borrower, BNY Midwest Trust Company, as custodian,

WEF, Indenture Trustee, and Barclays, as deal agent on behalf of the

Purchasers, (x) that certain Servicing Agreement dated as of September 12, 2002

(the “Servicing Agreement”) by and between Borrower and WEF, (xi) that certain

Agreement and Limited Waiver dated as of September 12, 2002 (the “Agreement and

Limited Waiver”) by and among WEF, Barclays, as deal agent and a Class B

Purchaser, Sheffield, as a Class A Purchaser, and Fortis, as a Class B Note

Purchaser;  (xii) that certain First

Transfer Master Assignment and Assumption Agreement and Bill of Sale dated as

of September 16, 2002 (the “First Transfer Master Agreement”) by and between

Borrower and Wells Fargo Bank Northwest, National Association, not in its

individual capacity, but solely in its capacity as owner trustee under the

trust agreements listed in Exhibit A thereto, (xiii) that certain Engine or Beneficial

Interest Transfer Certificate dated as of September 16, 2002 (the “Engine

Transfer Certificate”) by and between Borrower and WEF, and (xiv) certain other

documents and agreements ancillary thereto; in each of cases (i), (ii), (iii),

(iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), and (xiv) as

amended, waived, restated and supplemented from time to time.”




 




                SECTION

4.  Full Force and Effect; Entire

Agreement.  Except to the extent expressly provided

in this Amendment, the terms and conditions of the Credit Agreement and each of

the other Loan Documents shall remain unchanged and in full force and

effect.  This Amendment constitutes the

final agreement of the parties hereto with respect to the matters set forth

herein and supersedes any prior agreement or understanding, written or oral,

with respect to the matters contained herein.




 




                SECTION 5.  Effective Date of Amendment.  This Amendment shall be deemed effective retroactively

to September 16, 2002.  From and after

such date, any and all references to the “Credit Agreement” and the other Loan

Documents shall be deemed to refer to the Credit Agreement and the other Loan

Documents as amended hereby.




 




                SECTION

6.  Governing Law; Severability;

Construction of Amendment.  This Amendment and all rights and

obligations of the parties hereunder shall be governed by and be construed and

enforced in accordance with the laws of the State of New York without regard to

New York or federal principles of conflict of laws.  To the extent permitted by applicable law, the parties hereby

waive any provision of law which renders any provision hereof prohibited or

unenforceable in any respect. 

Otherwise, any provision of this Amendment which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability, without

invalidating any of the remaining provisions hereof, and any such prohibition

or unenforceability in any one or more jurisdictions shall not invalidate or

render unenforceable such provisions in other jurisdictions.  The parties’ failure at




 




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any time to require

strict performance of any of the provisions of this Amendment shall not waive

or diminish any right thereafter to demand strict compliance therewith or with

any other provision of this Amendment.




 




                SECTION

7.  Counterparts.  This Amendment may be signed in any number of

counterparts, and by different parties in separate counterparts, with the same

effect as if the signatures to each such counterpart were upon a single

instrument.  All counterparts shall be

deemed an original of this Amendment.




 




                SECTION 8.  Headings. 

All

section headings contained herein are for convenience of reference only and are

not intended to define or limit the scope of any provision of this Amendment.




 




                SECTION 9.  Representations and Warranties.  Borrower hereby represents and warrants to Lender that

(i) this Amendment has been duly authorized, executed and delivered by it and

(ii) this Amendment constitutes its legal, valid and binding obligation,

enforceable against it in accordance with its terms.




 




                SECTION 10. 

Facsimile Signatures. The parties agree that this Amendment

will be considered executed and delivered when the signature of a party is

delivered to the other party by facsimile transmission.  Such facsimile signature shall be treated in

all respects as having the same effect as an original signature.




 




 




 




 




 




 




 




[Remainder of page

intentionally blank]




 




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IN WITNESS WHEREOF, the parties have caused this Amendment to

be duly executed and delivered by their proper and duly authorized officers as

of the date and year first written above.




 




	

   


  	

  WILLIS LEASE FINANCE

  CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ MONICA J. BURKE


  	

   


  
	

   


  	

  Name:


  	

  Monica J. Burke


  
	

   


  	

  Title:


  	

  Executive Vice

  President and Chief Financial Officer


  
	

   


  	

   


  
	

   


  	

  ABB NEW FINANCE AB


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ ANDERS LIDEFELT,

  ULF LUNDSTROM


  	

   


  
	

   


  	

  Name:


  	

  Anders Lidefelt, Ulf

  Lundstrom


  
	

   


  	

  Title:


  	

   


  
					





 




 




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