Exhibit
10.43


 


SECOND AMENDMENT TO AMENDED

AND RESTATED CREDIT AGREEMENT


 


Dated as of
December 9, 2004


 


among


 


WILLIS LEASE FINANCE CORPORATION,

as Borrower,


 


CERTAIN BANKING INSTITUTIONS NAMED HEREIN,


 


NATIONAL CITY BANK,

as Administrative Agent,


 


and


 


FORTIS BANK (NEDERLAND) N.V.,

as Structuring Agent and Security Agent,


 










 


Vedder, Price, Kaufman & Kammholz

Chicago, Illinois


 










 





















 


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of December 9, 2004
(this “Amendment”), is entered
into by and among WILLIS LEASE FINANCE
CORPORATION, a Delaware corporation (the “Borrower”), the banking institutions signatories hereto and
named in Exhibit A attached hereto and such other institutions that
hereafter become a “Bank” pursuant to Section 11.4 of the Agreement (as
defined below) (collectively the “Banks” and individually a “Bank”), NATIONAL CITY BANK, as Administrative Agent
and FORTIS BANK (NEDERLAND) N.V.,
as Security Agent and Structuring Agent.


 


RECITALS


 


WHEREAS, the
Borrower, the Administrative Agent, the Structuring Agent, and the Security
Agent (in their respective capacities as Agents and as Banks) and the Banks
have entered into that certain Amended and Restated Credit Agreement dated as
of June 29, 2004 (the “Original
Agreement”), as amended by the First Amendment to Amended and
Restated Credit Agreement dated as of September 24, 2004 (the “First
Amendment”; the Original Agreement as amended by the First Amendment is referred
to as the “Agreement”) pursuant to which the Banks have agreed to make
available to the Borrower a revolving credit facility used for the purchase or
refinance of Engines and Equipment;


 


WHEREAS,
Kaupthing Bank has agreed to commit the amount of Ten Million Dollars
(US$10,000,000) towards the Aggregate Revolving Loan Commitment, as set forth
herein;


 


WHEREAS,
the amount of the Aggregate Revolving Loan Commitment will be increased to One
Hundred Forty Eight Million Five Hundred Thousand Dollars (US$148,500,000);


 


WHEREAS,
all of the Banks have approved such increase; and


 


WHEREAS,
CDC Finance – CDC IXIS, a corporation organized and existing under the laws of
the Republic of France (“CDC IXIS”), desires to assign its Revolving Loan
Commitment.


 


NOW, THEREFORE,
in consideration of the premises and promises hereinafter set forth and
intending to be legally bound hereby, the parties hereto agree as follows:


 


AGREEMENT


 


Section 1.                                            Definitions. 
Terms not defined herein shall have the meanings ascribed thereto in the
Agreement.


 


Section 2.                                            Exhibits. 
Exhibit A to the Agreement is hereby deleted in its entirety and
replaced with Exhibit A attached hereto.


 


Section 3.                                            Assignment. 
The Borrower and the Structuring Agent hereby consent for the purposes
of Section 11.4 of the Agreement (and as previously described in Section 2
of the


 



















 


First Amendment) to CDC
IXIS’s assignment of its Revolving Loan Commitment in the amount of
US$10,000,000 to IXIS Corporate & Investment Bank, a company incorporated
in France whose registered office is at 47 Quai d’Austerlitz, 75648 Paris Cedex
13, France, effective as of the date hereof.


 


Section 4.                                            Ratification. 
Except as amended hereby, the Agreement, as heretofore supplemented,
amended, assigned and modified shall continue and shall remain in full force
and effect and is hereby ratified in all respects.  From and after the date hereof, any and all
references to the “Agreement” shall be deemed to refer to the Agreement as
amended hereby.


 


Section 5.                                            Governing Law; Severability; Construction of Amendment.  THIS AMENDMENT 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 CONFLICTS 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.


 


Section 6.                                            Counterparts; Effectiveness.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Amendment shall become effective when
the Administrative Agent shall have received signed counterparts or notice by
fax of the signature page that the counterpart has been signed and is being
delivered to it or by facsimile that such counterparts have been signed by all
the parties hereto or thereto.


 


Section 7.                                            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 8.                                            Representations and Warranties.  The 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.


 


*    *   
*


 


2





















 


IN WITNESS WHEREOF, the parties hereto have
each caused this Amendment to be duly executed by their duly authorized
representatives as of the date first above written.


 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Monica J. Burke

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  Chief Financial Officer

  
						



 


Notices to:


 


2320 Marinship Way


Suite 300


Sausalito, CA  94965


Fax No. (415) 331-5167


Attention:  General Counsel


Email: tnord@willislease.com


 


3





















 


	
   

  	
  NATIONAL CITY BANK,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  
	
   

  
	
   

  	
  By

  	
  /s/ Christos
  Kytzidis 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christos
  Kytzidis

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Notices To:


 


Christos Kytzidis


Vice President


National City Bank


One South Broad


14th Floor, Locator 01-5997


Philadelphia, PA 19107


Telephone:  267-256-4092


Facsimile:  267-256-4001


Email: 
chris.kytzidis@nationalcity.com


 


With a copy
to:


 


Scott Lankford


Sr. Loan Administrator


National City Bank


1900 East Ninth Street


Cleveland, Ohio 44114


 


4





















 


	
   

  	
  NATIONAL CITY BANK   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christos
  Kytzidis 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christos
  Kytzidis

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


Notices To:


 


Christos
Kytzidis


Vice President



National City
Bank


One South
Broad


14th Floor,
Locator 01-5997


Philadelphia,
PA 19107


Telephone:  267-256-4092


Facsimile:  267-256-4001


Email:  chris.kytzidis@nationalcity.com


 


With a copy
to:


 


Scott Lankford


Sr. Loan
Administrator


National City
Bank


1900 East
Ninth Street


Cleveland,
Ohio 44114


 


5





















 


	
   

  	
  FORTIS BANK (NEDERLAND) N.V.,

  
	
   

  	
  as
  Structuring Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ P.R.G. Zaman

  /s/ M.P.A. Zondag

  	
   

  
	
   

  	
   

  	
  Name:

  	
  P.R.G. Zaman

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M.P.A.
  Zondag

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


Notices To:


 


Fortis Bank (Nederland) N.V.


Coolsingel 93


3012 AE Rotterdam


The Netherlands


Attention:  Maarten H. Schipper


Telephone:  31 10 401 9522


Facsimile:  31 10 401 9529


 


With a copy
to:


 


Vedder, Price, Kaufman & Kammholz,
P.C.


Attention:  Lynne A. Gochanour


222 North LaSalle Street


Suite 2600


Chicago, Illinois  60601


Telephone:  312-609-7500

Facsimile:  312-609-5005


 


6





















 


	
   

  	
  FORTIS BANK (NEDERLAND) N.V.,

  
	
   

  	
  as Security
  Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ P.R.G. Zaman

  /s/ M.P.A. Zondag

  	
   

  
	
   

  	
   

  	
  Name:

  	
  P.R.G. Zaman

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M.P.A.
  Zondag

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


Notices To:


 


Fortis Bank (Nederland) N.V.


Coolsingel 93


3012 AE
Rotterdam


The
Netherlands


Attention:  Maarten H. Schipper


Telephone:  31 10 401 9522


Facsimile:  31 10 401 9529


 


With a copy
to:


 


Vedder, Price, Kaufman & Kammholz, P.C.


Attention:  Lynne A. Gochanour


222 North
LaSalle Street


Suite 2600


Chicago,
Illinois  60601


Telephone:  312-609-7500


Facsimile:  312-609-5005


 


7





















 


	
   

  	
  FORTIS BANK (NEDERLAND) N.V.,

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ P.R.G.
  Zaman

  /s/ M.P.A. Zondag

  	
   

  
	
   

  	
   

  	
  Name:

  	
  P.R.G. Zaman

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M.P.A.
  Zondag

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


Notices To:


 


Fortis Bank (Nederland) N.V.


Coolsingel 93


3012 AE
Rotterdam


The
Netherlands


Attention:  Maarten H. Schipper


Telephone:  31 10 401 9522


Facsimile:  31 10 401 9529


 


With a copy
to:


 


Vedder, Price, Kaufman & Kammholz, P.C.


Attention:  Lynne A. Gochanour


222 North
LaSalle Street


Suite 2600


Chicago,
Illinois  60601


Telephone:  312-609-7500


Facsimile:  312-609-5005


 


8





















 


	
   

  	
  CALIFORNIA BANK AND TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ J. Michael Sullivan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  J. Michael Sullivan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


Notices To:


 


J. Michael
Sullivan


Vice President


California
Bank & Trust


South Bay
Corporate Banking Office


1690 South El
Camino Real


San Mateo,
CA  94402


Telephone:  650-294-2026


Facsimile:  650-294-2029


Email:
sullivanm@calbt.com


 


With a copy
to:


 


Loan Administrator


California
Bank & Trust


San Francisco
Corporate Banking Office


465 California
Street, 1st Floor


San Francisco,
CA  94104


Telephone:  415-875-1441


Facsimile:  415-875-1457


 


9





















 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Nanci
  Brusati Dias

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Nanci
  Brusati Dias

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
						



 


Notices To:


 


Nanci
Brusati-Dias, Senior Vice President


City National
Bank – San Francisco CBC


150 California
Street, 12th Floor


San Francisco,
CA  94111


Telephone:  415-576-2801


Facsimile:  415-576-3961


Email:
nanci.dias@cnb.com


 


10





















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Peter
  Hsu

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Peter Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 


Notices To:


 


Wells Fargo Bank,
National Association


200 B
Street, Suite 300


Santa Rosa,
CA  95401


Telephone:  707-584-3142


Facsimile:  707-584-3235


Email:  peter.r.hsu@wellsfargo.com


 


11





















 


	
   

  	
  HSH NORDBANK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jack
  Campbell

  
	
   

  	
   

  	
  Name:

  	
    Jack
  Campbell

  
	
   

  	
   

  	
  Title:

  	
    Senior
  Vice President

  
	
   

  	
   

  	
   

  	
    Head
  of Transportation Americas

  
	
   

  	
  By

  	
  /s/ Hari
  Raghavan

  
	
   

  	
   

  	
  Name:

  	
  Hari
  Raghavan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
  Transportation

  
					



 


Notices To:


 


 


HSH Nordbank


590 Madison
Avenue


New York,
NY  10022-2540


Telephone:  212-407-6000


Facsimile:  212-407-6033


	
  Email:

  	
  hari.raghavan@hsh-nordbank.com

  
	
   

  	
   and
  eric.dollman@hsh-nordbank.com

  



 


12





















 


	
   

  	
  STATE BANK OF INDIA ( LOS ANGELES AGENCY)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sunil K
  Kowshal

  
	
   

  	
   

  	
  Name:

  	
  Sunil K
  Kowshal

  
	
   

  	
   

  	
  Title:

  	
  VP &
  Manager

  



 


Notices To:


 


 


State Bank of
India


Los Angeles
Agency


707 Wilshire
Boulevard, Suite 1995


Los Angeles, California  90017


Telephone:  213-623-7250


Facsimile:  213-622-2069


	
  Email:

  	
  ravi@sbical.com

  
	
   

  	
  sbilaa@yahoo.com

  



 


13





















 


	
   

  	
  STATE BANK OF INDIA

  (CALIFORNIA)

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Soundara
  Kumar

  
	
   

  	
   

  	
  Name:

  	
     Soundara
  Kumar

  
	
   

  	
   

  	
  Title:

  	
     Chief
  Executive Officer

  



 


Notices To:


 


State Bank of
India (California)


707 Wilshire
Boulevard, Suite 1995


Los Angeles, California  90017


Telephone:  213-623-7250


Facsimile:  213-622-2069


	
  Email:

  	
  ravi@sbical.com

  
	
   

  	
  sbilaa@yahoo.com

  



 


14





















 


	
   

  	
  IXIS CORPORATE & INVESTMENT 

  BANK (as successor in interest to CDC

  Finance – CDC IXIS)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Henri
  Malick

  
	
   

  	
   

  	
  Name:  Henri MALICK

  
	
   

  	
   

  	
  Title:    Managing Director for Financing Activities

  



 


Notices To:


 


Jean-Michel
Chatel


Bank Offices
Loans and Structured Finance Manager


IXIS CORPORATE
& INVESTMENT


BANK 


26-28 Rue Neuve Tolbiac


75658 Paris Cedex 13


France


Telephone:  +33 1 58 55 60 71


Facsimile:  +33 1 58 55 60 82


Email:  jmchatel@ixis-cib.com


 


15





















 


 


	
   

  	
  KAUPTHING BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bjarki H
  Diego

  
	
   

  	
   

  	
  Name:

  	
  Bjarki H Diego

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Corporate
  Banking

  
	
   

  	
  By

  	
  /s/ Byörk
  Thorarinsdottir

  
	
   

  	
   

  	
  Name:

  	
  Byörk
  Thorarinsdottir

  
	
   

  	
   

  	
  Title:

  	
  Deputy
  Managing Director

  
	
   

  	
   

  	
   

  	
  Corporate
  Banking

  
					



 


Notices To:


 


Asthildur
Otharsdottir


Kaupthing Bunadarbanki hf.


Corporate
Banking


Borgartuni 19
– IS 105 Reykjavik – Iceland


Telephone:  (+354) 444 6544


Facsimile:    (+354) 444 6589


Email:    amo@kbbanki.is


 


16





















 


EXHIBIT A


 


BANKS’ REVOLVING LOAN COMMITMENTS AND PERCENTAGES


 


	
   

  	
   

  	
  Revolving 

  Loan Commitment

  	
   

  	
  Revolving

  Loan Commitment Percentage

  	
   

  	
  Closing

  Fee

  	
   

  	
   

  	
   

  
	
  Fortis Bank
  (Agent)

  	
   

  	
  30,000,000

  	
   

  	
  20.2020

  	
  %

  	
  0.004

  	
   

  	
  120,000

  	
   

  
	
  National
  City Bank (Agent)

  	
   

  	
  30,000,000

  	
   

  	
  20.2020

  	
  %

  	
  0.004

  	
   

  	
  110,000

  	
   

  
	
  California
  Bank & Trust

  	
   

  	
  20,000,000

  	
   

  	
  13.4680

  	
  %

  	
  0.004

  	
   

  	
  80,000

  	
   

  
	
  Wells Fargo
  Bank

  	
   

  	
  15,500,000

  	
   

  	
  10.4377

  	
  %

  	
  0.004

  	
   

  	
  62,000

  	
   

  
	
  HSH Nordbank

  	
   

  	
  15,000,000

  	
   

  	
  10.1010

  	
  %

  	
  0.0025

  	
   

  	
  37,500

  	
   

  
	
  City
  National Bank

  	
   

  	
  10,000,000

  	
   

  	
  6.7340

  	
  %

  	
  0.0025

  	
   

  	
  25,000

  	
   

  
	
  CDC Finance
  – CDC IXIS

  	
   

  	
  10,000,000

  	
   

  	
  6.7340

  	
  %

  	
  0.0025

  	
   

  	
  25,000

  	
   

  
	
  Kaupthing
  Bank

  	
   

  	
  10,000,000

  	
   

  	
  6.7340

  	
  %

  	
  0.0025

  	
   

  	
  25,000

  	
   

  
	
  State Bank
  of India – Los Angeles Agency

  	
   

  	
  5,000,000

  	
   

  	
  3.3670

  	
  %

  	
  0.0025

  	
   

  	
  12,500

  	
   

  
	
  State Bank
  of India (California)

  	
   

  	
  3,000,000

  	
   

  	
  2.0202

  	
  %

  	
  0.0025

  	
   

  	
  7,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  148,500,000

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  $

  	
  504,500

  	
   

  
												



 


1