Exhibit
10.31


 


Execution Copy


 


FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT AND JOINDER AGREEMENT


 


This FIRST AMENDMENT TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT and  JOINDER
AGREEMENT (this “Amendment”), is entered into as of December 13,
2006 and amends in certain respects that certain that Second Amended and
Restated Credit Agreement, dated as of June 29, 2006, by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation
(the “Borrower”), each of the financial institutions that is, or
pursuant to the terms thereof may become, a party as a Bank thereto
(individually, a “Bank”, and collectively, the “Banks”), NATIONAL CITY BANK (“NatCity”), in its capacity as
Administrative Agent for the Banks (the “Administrative Agent”), FORTIS BANK (NEDERLAND) N.V. (“Fortis”), in its
capacity as Structuring Agent and Security Agent for the Banks (the “Security
Agent”), and CALYON NEW YORK BRANCH
(the “Additional Bank”) (as the same may from time to time be amended,
supplemented or otherwise modified, the “Credit Agreement”).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, the Borrower desires to prepay Fortis in
full, and Fortis is willing to withdraw as a Bank in connection with such
prepayment and desires to resign as Security Agent under the Credit Agreement;


 


WHEREAS, pursuant to Section 9.11 of the Credit
Agreement, the Banks desire to appoint NatCity as successor Security Agent, and
the Borrower is willing to consent to such appointment;


 


WHEREAS, the Additional Bank desires to join the
Credit Agreement as an Additional Bank pursuant to Section 10.01 of the
Credit Agreement, and the execution and delivery of this Amendment is a
condition precedent to the Additional Bank becoming a party to, and a Bank
under, the Credit Agreement; and


 


WHEREAS, in connection with the foregoing
transactions, the Borrower, the Agents and the Banks desire to amend the Credit
Agreement in certain respects, as hereinafter provided;


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


Section 1.   Defined
Terms. Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to them in the Credit Agreement.


 

















 


Section 2.   Appointment
and Consent.


 


Section 2.1.   Appointment
of Security Agent. The Banks hereby jointly appoint NatCity as successor
Security Agent to Fortis pursuant to Section 9.11 of the Credit Agreement,
such appointment to become effective as provided in Section 5 of this Amendment;
the Borrower hereby consents to such appointment and NatCity hereby accepts
such appointment. Pursuant to such appointment, NatCity shall succeed to and
shall become vested with the duties, rights, powers and privileges of Fortis,
as Security Agent, and, subject to the last sentence of this Section 2(a),
Fortis shall be discharged from all duties and liabilities as Security Agent,
in each case under the Credit Agreement and the other Loan Documents. Concurrently
with such discharge, Fortis hereby assigns to NatCity, as successor Security
Agent under the Loan Documents (the “Successor Agent”), all of its
rights, powers, entitlements, benefits and privileges as Security Agent and
beneficiary under the Security Documents, including without limitation all
Liens held by it as Security Agent. Fortis agrees to execute and deliver to the
Successor Agent from time to time, at the request of the Borrower or the
Successor Agent, and at the sole expense of the Borrower, such documents,
confirmations and instruments as shall be required or reasonably requested in
order to effectuate the intent and purposes of this Amendment, including,
without limitation, all assignments of Liens in favor of the Successor Agent.


 


Section 2.2.   Waiver. The
Borrower and the Banks hereby waive the requirement for 30 days’ prior written
notice of resignation from the Security Agent pursuant to Section 9.11 of
the Credit Agreement.


 


Section 3.   Joinder
of Additional Bank. The
Borrower and the Agents (including the Successor Agent) hereby agree as
follows:


 


Section 3.1.   Joinder in the Credit
Agreement. The Additional Bank hereby joins the Credit Agreement and
accepts and agrees to be bound by all of the terms and conditions thereof, and
the Borrower, the Administrative Agent and the Security Agent (including the
Successor Agent) hereby consent to such joinder in the Credit Agreement by the
Additional Bank. The Additional Bank confirms the appointment and authorization
of the Administrative Agent and the Security Agent (including the Successor
Agent) pursuant to Section 9.01 of the Credit Agreement and expressly
acknowledges to the Agents (including the Successor Agent) the matters referred
to in Section 9.03 of the Credit Agreement.


 


Section 3.2.   “Bank” under the Loan
Documents. The Additional Bank shall henceforth be deemed a “Bank” for all
purposes of the Credit Agreement, the Security Agreement and the other Loan
Documents.


 


Section 3.3.   Obligations of the
Borrower. The Obligations of the Borrower to the Additional Bank shall be
secured by the Collateral pursuant to the Security Agreement and the other Loan
Documents with all other Obligations of the Borrower to all other Banks and the
Agents in accordance with the Credit Agreement, the Security Agreement and the
other Loan Documents.


 


Section 3.4.   Commitment. The
amount of the Additional Bank’s Commitment is TWENTY MILLION Dollars
($20,000,000) and its Commitment Percentage is 9.22%.


 


2

















 


Section 3.5.   Notices. The
address of the Additional Bank for purposes of Section 11.09 of the Credit
Agreement is 1301 Avenue of the Americas, New York, New York 10019-6022,
Attention: Charles Moran, unless changed in accordance with the terms thereof.


 


Section 3.6.   Separate Joinder
Agreement Not Required. This Section 3 shall be in lieu of a separate
Joinder Agreement required by Section 10.01 of the Credit Agreement.


 


Section 4.   Amendments
to Credit Agreement.


 


Section 4.1.   Amendment
to Certain Defined Terms. Clause “(i)” of the definition of “Asset Base” in
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:


 


“(i)   the
aggregate amount includible in the Asset Base of Net Book Value of Eligible
Engines and Eligible Equipment (other than Eligible Parts) manufactured by the
same Acceptable Manufacturer and of the makes and models set forth on Schedule
1.01(d) shall not exceed 25% of the Asset Base; provided, however,
that the aggregate amount includible in the Asset Base of Net Book Value of
CFM56-7 series Engines may constitute up to 45% of the Asset Base;”


 


Section 4.2.   Amendment
relating to Section 9.03. Section 9.03(a) is hereby amended
by deleting the word “not” from where it appears therein.


 


Section 4.3.   Amendment
relating to Section 9.11. Section 9.11 of the Credit Agreement is
hereby amended by substituting the reference “Majority Banks” for the reference
in the second sentence thereof to “Banks”.


 


Section 4.4.   Amendment
relating to Aggregate Revolving Loan Commitment. In accordance with Section 2.01(a) of
the Credit Agreement, the Borrower hereby elects, and the Agents (including the
Successor Agent) hereby consent, to increase the Aggregate Revolving Loan
Commitment to $217,000,000. Accordingly, Schedule 1.01(a) to the Credit Agreement
is hereby amended and restated in its entirety to read as set forth in Schedule
1.01(a) annexed hereto.


 


Section 5.   Withdrawal
of Fortis as a Bank. Fortis agrees that, upon receipt of payment in full of all amounts owed
to it under the Credit Agreement and the other Loan Documents, its Commitment
will be automatically terminated and it will no longer be a “Bank” or “Structuring
Agent” under the Credit Agreement and any other Loan Document. Each of the
Banks hereby acknowledges and agrees to the prepayment of all amounts owed to
Fortis and to Fortis’s withdrawal as a Bank and as Structuring Agent under the
Credit Agreement and the other Loan Documents.


 


Section 6.   Effectiveness.
The effectiveness of
this Amendment shall be conditioned upon the fulfillment to the satisfaction of
the Administrative Agent of each of the following conditions by no later than December 31,
2006:


 


3

















 


	
   

  	
  (i)

  	
  The Administrative Agent shall have received counterparts of this Amendment
  executed by each of the parties required to execute the same pursuant to the
  Credit Agreement and the other Loan Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  The Administrative Agent shall have received confirmation from the
  Additional Bank that all documentation required in connection with its
  joinder as an Additional Bank under the Credit Agreement shall have been
  received.

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  The Additional Bank shall have received a new promissory note duly
  executed by the Borrower, and each Bank, whose Commitment is changed, as set
  forth on Schedule 1.01(a) attached hereto, shall have received a
  substitute promissory note duly executed by the Borrower in the amount of
  such changed Commitment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  No Material Adverse Change shall have occurred since June 30,
  2006.

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  The Administrative Agent shall receive written confirmation from
  Fortis that it has received payment in full of all amounts owed to it under
  the Credit Agreement and the other Loan Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  Each of the Banks who shall have executed and delivered a counterpart
  to this Amendment, or the Administrative Agent on behalf of such Bank, shall
  have received the fee to which such Bank is entitled in accordance with Annex
  A hereto.

  



 


Notwithstanding the foregoing, if any amendment set
forth in Section 4 hereof or any other provision hereof shall not
become effective due to the failure to satisfy a condition of this Section 6,
that shall not limit the effectiveness of any other provision hereof if
the conditions to effectiveness thereof shall be satisfied. For purposes of
determining compliance with the conditions specified in this Section 6,
each Bank that has executed this Amendment shall be deemed to have
consented to, approved or accepted, or to be satisfied with, each document or
other matter either sent, or made available for inspection, by the
Administrative Agent to such Bank for consent, approval, acceptance or
satisfaction, or required thereunder to be consented to or approved by or
acceptable or satisfactory to the Administrative Agent and the requisite Banks
pursuant to the Credit Agreement.


 


Section 7.   Reference
to and Effect on Loan Documents. On and after the
effective date of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each
reference in the other Loan Documents to the Credit Agreement, shall mean and
be a reference to the Credit Agreement as amended hereby. This Amendment shall
constitute a Loan Document within the definition thereof in the Credit Agreement.


 


Section 8.   Reaffirmation of
Security Interest. The Borrower hereby reaffirms as
of the date hereof each and every security interest and Lien granted in favor
of the Security Agent and the Banks under the Loan Documents, and agrees and
acknowledges that such security interests and Liens shall continue from and
after the date hereof and shall remain in 


 


4

















 


full force and effect from and
after the date hereof, in each case after giving effect to the Credit Agreement
as amended by this Amendment, and the Obligations secured thereby and
thereunder shall include the Borrower’s obligations under the Credit Agreement
as amended by this Amendment. Each such reaffirmed security interest and Lien
remains and shall continue to remain in full force and effect and is hereby in
all respects ratified and confirmed.


 


Section 9.   Further
Assurances. Each of the parties hereto hereby
agrees, at the sole cost and expense of the Borrower, to do such further acts
and things and to execute, deliver and acknowledge such additional agreements,
powers and instruments as any party hereto may reasonably require to carry into
effect the purposes of this Amendment.


 


Section 10.   Costs and
Expenses. The Borrower hereby agrees to pay
all costs and expenses of the Administrative Agent (including attorneys’ fees
and expenses) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment.


 


Section 11.   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT
OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


Section 12.   Severability. The invalidity,
illegality or unenforceability in any jurisdiction of any provision in or
obligation under this Amendment shall not affect or impair the validity,
legality or enforceability of the remaining provisions or obligations under
this Amendment or of such provision or obligation in any other jurisdiction. 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.


 


Section 13.   Counterparts. This Amendment may
be executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument. Execution and delivery of this
Amendment by facsimile transmission shall constitute execution and delivery of
this Amendment for all purposes, with the same force and effect as execution
and delivery of an originally manually signed copy thereof.


 


Section 14.   Headings;
Binding Effect. The headings of the several
sections of this Amendment are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Amendment. The
provisions of this Amendment shall inure to the benefit of and be binding upon
the parties hereto and their respective permitted successors and assigns.


 


Section 15.   Consultation
with Advisors.  The Borrower
acknowledges that it has consulted with counsel and with such other experts and
advisors as it has deemed necessary in connection with the negotiation,
execution and delivery of this Amendment. This Amendment shall be construed
without regard to any presumption or any rule requiring that it be
construed against the party causing this Amendment or any part hereof to be
drafted.


 


Section 16.   Entire Agreement.  This
Amendment sets forth the entire 


 


5

















 


understanding and agreement of
the parties hereto in relation to the subject matter hereof and supersedes any
prior negotiations and agreements among the parties relative to such subject
matter. None of the terms or conditions of this Amendment may be changed,
modified, waived or canceled, orally or otherwise, except as provided in the
Credit Agreement.


 


[Remainder of page intentionally left blank;
signatures on following pages]


 


6

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  WILLIS LEASE FINANCE CORPORATION,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Warwick

  
	
   

  	
   

  	
  Name:

  	
  Robert M. Warwick

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


SIGNATURE PAGE TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


AND
JOINDER AGREEMENT


 

















 


	
   

  	
  AGENTS:

  
	
   

  	
   

  
	
   

  	
  FORTIS BANK (NEDERLAND)
  N.V.,

  
	
   

  	
   

  	
  as Structuring Agent and Security Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
  Name: J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
  Title: Director Portfolio Riskmanagement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.H. Schipper

  
	
   

  	
   

  	
  Name: M.H. Schipper

  
	
   

  	
   

  	
  Title:

  
				



 


SIGNATURE PAGE TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


AND
JOINDER AGREEMENT


 

















 


	
   

  	
  NATIONAL CITY BANK,

  
	
   

  	
   

  	
  as Administrative Agent, Successor Agent and
  Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christos Kytzidis

  
	
   

  	
   

  	
  Name: Christos Kytzidis

  
	
   

  	
   

  	
  Title: Senior Vice President

  
				



 


SIGNATURE PAGE TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


AND
JOINDER AGREEMENT


 

















 


	
   

  	
  BANKS:

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
   

  	
  as Additional Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Bolotin

  
	
   

  	
   

  	
  Name: Brian Bolotin

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Moran

  
	
   

  	
   

  	
  Name: Charles Moran

  
	
   

  	
   

  	
  Title: Director

  
					



 


SIGNATURE PAGE TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


AND
JOINDER AGREEMENT


 

















 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christos Kytzidis

  
	
   

  	
   

  	
  Name:

  	
  Christos Kytzidis

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


SIGNATURE PAGE TO FIRST AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT
AGREEMENT


AND JOINDER AGREEMENT


 

















 


	
   

  	
  CALIFORNIA
  BANK & TRUST,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Michael Sullivan

  
	
   

  	
   

  	
  Name: J. Michael Sullivan

  
	
   

  	
   

  	
  Title: Vice President

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 
















 


	
   

  	
  KfW

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Brehler

  
	
   

  	
   

  	
  Name: Thomas Brehler

  
	
   

  	
   

  	
  Title: First Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andreas Roth

  
	
   

  	
   

  	
  Name: Andreas Roth

  
	
   

  	
   

  	
  Title:  Senior
  Project Manager

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nanci Brusati Dias

  
	
   

  	
   

  	
  Name: Nanci Brusati
  Dias

  
	
   

  	
   

  	
  Title:  Senior
  Vice President

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  ALLIANCE & LEICESTER
  COMMERCIAL

  FINANCE PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Martin Wells

  
	
   

  	
   

  	
  Name: Martin Wells

  
	
   

  	
   

  	
  Title:  Head of
  Aviation Finance

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  CREDIT INDUSTRIEL ET COMMERCIAL,

  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Aupoix

  
	
   

  	
   

  	
  Name: Alex Aupoix

  
	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrienne Molloy

  
	
   

  	
   

  	
  Name: Adrienne Molloy

  
	
   

  	
   

  	
  Title:  Vice
  President

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  HSH NORDBANK AG, NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wolfgang Arbaczewski

  
	
   

  	
   

  	
  Name:

  	
  Wolfgang Arbaczewski

  
	
   

  	
   

  	
  Title:

  	
  Vice President –
  Transportation Americas

  HSH Nordbank AG, New York
  Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Klaus Bernhart

  
	
   

  	
   

  	
  Name:

  	
  Klaus Bernhart

  
	
   

  	
   

  	
  Title:

  	
  General Manager

  HSH Nordbank AG, New York Branch

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  STATE BANK
  OF INDIA, LOS ANGELES AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ K.S.S. Naidu

  
	
   

  	
   

  	
  Name: Mr. K.S.S.
  Naidu

  
	
   

  	
   

  	
  Title:  V.P.
  (Credit)

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  LANDESBANKI
  ISLANDS HF.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hlynur Sigursveinsson

  
	
   

  	
   

  	
  Name: Hlynur
  Sigursveinsson

  
	
   

  	
   

  	
  Title:  Senior
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Magnus Karlsson

  
	
   

  	
   

  	
  Name: Magnus Karlsson

  
	
   

  	
   

  	
  Title:  Senior
  Account Manager

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  BNP
  PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Antoine Treguer

  
	
   

  	
   

  	
  Name: Antoine Treguer

  
	
   

  	
   

  	
  Title:  VP
  Aviation Finance Group

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


	
   

  	
  FORTIS BANK (NEDERLAND)
  N.V.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
  Name: J.F.G.M. Wolfhagen

  
	
   

  	
   

  	
  Title:  Director Portfolio Riskmanagement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M.H. Schipper

  
	
   

  	
   

  	
  Name: M.H. Schipper

  
	
   

  	
   

  	
  Title:

  



 


SIGNATURE PAGE TO

JOINDER AGREEMENT AND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 

















 


SCHEDULE
1.01(a)


 


COMMITMENT
PERCENTAGES AND LOAN COMMITMENTS


 


	
  Bank Name

  	
   

  	
  Commitment

  	
   

  	
  Commitment

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National City Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  16.13

  	
  %

  
	
  California Bank & Trust

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  11.52

  	
  %

  
	
  KfW

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  11.52

  	
  %

  
	
  Calyon New York Branch

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  9.22

  	
  %

  
	
  City National Bank

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  9.22

  	
  %

  
	
  Alliance & Leicester
  Commercial Finance Plc

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  9.22

  	
  %

  
	
  Credit Industriel et Commercial, New York Branch

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  9.22

  	
  %

  
	
  HSH Nordbank AG, New York Branch

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  6.91

  	
  %

  
	
  State Bank of India, Los Angeles Agency

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  6.91

  	
  %

  
	
  Landesbanki Islands hf.

  	
   

  	
  $

  	
  12,000,000

  	
   

  	
  5.53

  	
  %

  
	
  BNP Paribas

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  4.60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  217,000,000

  	
   

  	
  100.00

  	
  %

  



 


S-1