Exhibit 10.36




 




AMENDMENT

NO. 2 TO CREDIT AGREEMENT *




 




                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”).




 




W I T N E S S E T H




 




                WHEREAS, the Borrower, the Banks, the

Administrative Agent, the Security Agent, and the Structuring Agent are parties

to that certain Credit Agreement dated as of May 1, 2001, as amended by

Amendment No. 1 to Credit Agreement dated as of July 5, 2001 (the “Credit

Agreement”);




 




                WHEREAS,

the Borrower  has requested that Banks

and Agents 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 the Banks and the Agents are

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), 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.”




 






















                *              Portions

of the material in this Exhibit have been redacted pursuant to a request for

confidential treatment, and the redacted material has been filed separately

with the Securities and Exchange Commission (the “Commission”).  An asterisk has been placed in the precise

places in this Agreement where we have redacted information, and the asterisk

is keyed to a legend which states that the material has been omitted pursuant

to a request for confidential treatment.




 




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                                (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, 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 the “Funding

Corp. Guaranty” are hereby deleted and replaced by “Willis Engine Funding

Guaranty”; 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 “Consent and Intercreditor Agreement” contained in Section 1.1 of

the Credit Agreement is hereby deleted. 

All references in the Credit Agreement and the other Loan Documents to

the “Consent and Intercreditor Agreement” are hereby deleted.




 




                                (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, where the Owner Trustee is acting as trustee under a Trust Agreement

having the Borrower as the sole beneficiary”




 




                                (d)           The

definition of “WLFC Funding Facility” contained in Section 1.1 of the Credit

Agreement is hereby deleted.  A new

definition of “Willis Engine Funding Facility” is hereby added to Section 1.1

of the Credit Agreement in alphabetical order to read as follows:




 




                ““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




 




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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 (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 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.”




 




                                (e)           The

first sentence of Section 6.3 of the Credit Agreement is hereby amended and

restated in its entirety to read as follows:




 




                “Guarantee or otherwise in any way become or be

responsible for indebtedness or obligations (including working capital

maintenance, take-or-pay contracts) of any unconsolidated Person, contingently

or otherwise, except for guaranties of the obligations of Owner Trustees as

lessor under Leases entered into in the ordinary course of business, where the

Owner Trustee is acting as trustee under a Trust Agreement having the Borrower

as the sole beneficiary.”




 




                SECTION 4.  Amended Disclosure Schedule (Schedule 1) and

Schedule 2.  The Disclosure Schedule (Schedule 1) to

the Credit Agreement is hereby deleted in its entirety and replaced with the

Disclosure Schedule (Schedule 1) attached to this Amendment.  Schedule 2 to the Credit Agreement is hereby

deleted in its entirety and replaced with Schedule 2 attached to this

Amendment.




 




                SECTION 5.  Amendment Fee.  The

Borrower agrees, on the date of this Amendment, to pay to the Administrative

Agent for the account of each Bank signatory to this Amendment an




 




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amendment fee equal to

   basis points of such Bank’s Revolving Loan Commitment on the date

of this Amendment.  The Administrative

Agent shall promptly distribute to such Banks their respective portions of the

amendment fee.  Any Bank that is not a

signatory to this Amendment on the date of this Amendment will not be entitled

to an amendment fee.*




 




                SECTION

6.  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 7.  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

8.  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 California without regard

to California 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 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

9.  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 10.  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 11.  Representations and Warranties.  Borrower hereby represents and warrants to each of the

other parties hereto 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.




 






















                *              This

redacted material has been omitted pursuant to a request for confidential

treatment, and the material has been filed separately with the Commission.




 




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                SECTION 12. 

Facsimile Signatures. The parties agree that this Amendment

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

delivered to the Administrative Agent by facsimile transmission.  Such facsimile signature shall be treated in

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




 




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


  
	

   


  	

   


  
	

   


  	

  NATIONAL CITY BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ CHRISTOS KYTZIDIS


  	

   


  
	

   


  	

  Name:


  	

  Christos Kytzidis


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

  NATIONAL CITY BANK, as

  Administrative Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ CHRISTOS KYTZIDIS


  	

   


  
	

   


  	

  Name:


  	

  Christos Kytzidis


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

  FORTIS BANK [NEDERLAND]

  N.V.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ M.P.A. ZONDAG; B.M.

  KOOL


  	

   


  
	

   


  	

  Name:


  	

  M.P.A. Zondag; B.M.

  Kool


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  FORTIS BANK [NEDERLAND]

  N.V., as Security Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ M.P.A. ZONDAG; B.M.

  KOOL


  	

   


  
	

   


  	

  Name:


  	

  M.P.A. Zondag; B.M.

  Kool


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  FORTIS BANK [NEDERLAND]

  N.V., as Structuring Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ M.P.A. ZONDAG; B.M.

  KOOL


  	

   


  
	

   


  	

  Name:


  	

  M.P.A. Zondag; B.M.

  Kool


  
	

   


  	

  Title:


  	

   


  





 




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  WACHOVIA BANK, NATIONAL

  ASSOCIATION,


  f/k/a First Union

  National Bank  


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  CITY NATIONAL BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ NANCI BRUSATI DIAS


  	

   


  
	

   


  	

  Name:


  	

  Nanci Brusati Dias


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

  CITIBANK, N.A., as

  successor to European American Bank


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  CALIFORNIA BANK &

  TRUST


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ J. MICHAEL SULLIVAN


  	

   


  
	

   


  	

  Name:


  	

  J. Michael Sullivan


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

  BANCO POPULAR NORTH

  AMERICA


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

  CAPITAL BANK PLC


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




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