Exhibit 10.11


 


AMENDMENT NO. 3 TO LOAN AND AIRCRAFT
SECURITY AGREEMENT (S/N 3004)


 


THIS
AMENDMENT NO, 3 TO LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N 3004) dated as of August 28
, 2008 (“Amendment”) is executed by and between Banc of America Leasing &
Capital, LLC, (as successor by merger with Fleet Capital Corporation) as lender
(“Lender”), and Willis Lease Finance Corporation, as customer (“Customer”).


 


RECITALS


 


WHEREAS,
Lender and Customer entered into a certain Loan and Aircraft Security Agreement
(S/N 3004) dated as of October 29, 2004, which was recorded with the
Federal Aviation Administration (“FAA”) on November 30, 2004, and assigned
conveyance number M005128 (together with all exhibits annexes, riders and
schedules, as amended, including by the Amendments (as defined below), the “Security
Agreement”), regarding a certain Canadair Ltd. Model CL-600 2412 (Challenger
601-1A) aircraft bearing U.S. Registration Mark N45PH and manufacturer’s serial
number 3004 (the “Airframe”), Two (2) General Electric Model
CF-34-3A aircraft engines bearing manufacturer’s serial numbers 350110 and
350115, each of which engines has 550 or more rated takeoff horsepower or the
equivalent of such horsepower (collectively, the “Engines”) and certain
other property secured by the Security Agreement, all as more particularly
described in the Security Agreement (collectively with the Airframe and the
Engines, the “Aircraft”);


 


WHEREAS
, Lender and Customer amended the Security Agreement (“Amendment No. 1”)
on December 29, 2004, to obtain Lender’s consent for an Aircraft
Management and Charter Agreement between TWC Aviation and Customer;


 


WHEREAS,
Lender and Customer amended the Security Agreement (“Amendment No. 2”) on February 14,
2007 wherein Lender consented to a reduction in the combined liability
insurance for bodily injury and property damage including passenger, premises,
contractual and war risk and allied perils coverage from $200,000,000.00 to
$150,000,000.00 for each occurrence. The Loan and Aircraft Security Agreement and
Amendments No. 1 and 2 are collectively referred to herein as the Security
Agreement;


 


WHEREAS, Customer
has requested Lender make an additional loan for upgrades to the Aircraft;


 


WHEREAS,
this Amendment will bring the Security Agreement within the provisions of the
Cape Town Convention (as defined below); and


 


WHEREAS,
the parties are entering into this Amendment to (i) amend the Security
Agreement for the additional loan and the aircraft upgrades, (ii) make the
Security Agreement compliant with the Cape Town Convention, and (iii) amend
certain terms and conditions of the Security Agreement, as and to the extent
provided in this Amendment.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


 


1.          Definitions. Capitalized terms used in this
Amendment and not otherwise defined herein are defined in the Security
Agreement (as amended by this Amendment).


 


2.        Amendments.


 


a.                         The Security Agreement is
amended by renumbering Section 1.3 to 1.4.


 


b.                        Section 1 of the Security
Agreement is amended by replacing Section 1.3 “Prepayment” and inserting
in lieu thereof the following:


 


	
  1809570

  	
  (AMENDMENT)

  



 

















 


“1.3 Tranche 3 Loan. Subject to the terms and
conditions of this Agreement, Lender agrees to make a loan to Customer in the
principal amount of $1,031,436.00 set forth in Annex B hereto and designated as
the Tranche 3 Loan (the “Tranche 3 Loan”) on the Requested Advance Date (the “Tranche
3 Closing Date”). The Customer’s obligation to repay the Tranche 3 Loan shall
be evidenced by a promissory note in substantially the same form as the Tranche
1 and 2 Notes, payable by Customer to the order of Lender in the original
principal amount of the Tranche 3 Loan (as amended, modified, restated,
extended and renewed from time to time, the “Tranche 3 Note”). The Tranche 3
Loan shall bear interest and be repaid by Customer at the times and in the
manner set forth in the Tranche 3 Note. Unless sooner terminated pursuant to
the provisions of this Agreement, the obligation of Lender to make the Tranche
3 Loan hereunder shall automatically terminate on September 1, 2008
without further action by, or notice of any kind from Lender. The Tranche 1
Note, Tranche 2 Note and Tranche 3 Note are collectively referred to as the “Note”
or “Notes”.”


 


c. The
Security Agreement is amended by changing Section 1.4 to read Section 1.5
and adding the following at the end of the provision, “and the proceeds of the
Tranche 3 Loan to pay for Lender approved refurbishment and upgrades to the
Aircraft”.


 


d. The
Security Agreement is amended by adding the Cape Town Rider attached hereto and
made a part hereof,


 


e.         The
following definitions are added to Annex A to the Security Agreement:


 


“Tranche
3 Note” shall mean that certain Promissory Note dated the date of this
Amendment, having a term which shall be coterminous with the then remaining
term of the Tranche 1 and Tranche 2 Notes, and in the amount set forth in
Revised Annex B to this Amendment.


 


f. The following definitions in Annex A to the
Security Agreement are amended:


 


i.             The definition of “Applicable Law”
is amended by adding, after the word “Aircraft”, the words “the Cape Town
Convention,”


 


ii.            The definition of “Liens” is amended
by adding, after the word “leaseholds” the words, “ any International Interests”.


 


iii.            The definition of “Loan
Documents” is amended by adding, after the words “Tranche 2 Note”, “Tranche 3
Note”.


 


iv.            The definition of “Loans”
Is amended by adding to the end of the sentence, “and the Tranche 3 Loan”.


 


g.
Annex B of the Security Agreement is amended by replacing it in its entirety
with the Revised Annex B attached hereto and made a part hereof.


 


3.          Conditions
Precedent to the Tranche 3 Loan: On or prior to the Tranche 3 Closing Date
and at least one full business Day prior to such date, Lender shall have
received all of the following, in form and substance satisfactory to Lender: (a) all
of the Conditions Precedent set forth in Section 8 of the Cape Town Rider,
(b) a Pay Proceeds Letter, the Tranche 3 Note and the Certificate of
Acceptance for the refurbishments and upgrades to the Aircraft all duly
executed by Customer, and (c) copies of all vendor work orders and
invoices for the refurbishment and upgrades and, if customer has previously
paid such invoices, evidence of such payment,


 


4.        Affirmation.
Customer hereby (a) affirms and ratifies its obligations under the
Security Agreement and the other Loan Documents, and (b) agrees that the
Security Agreement and the other Loan Documents are in full force and effect,
except as otherwise amended hereby.


 


2

















 


5.        Representations.
Customer hereby (a) restates all of its representations, warranties
and agreements set forth in Section 3 of the Security Agreement, (b) confirms
that after giving effect to the transactions contemplated herein and the
amendments made hereby, the representations and warranties, taking into account
such transactions and amendments, are accurate for all purposes as of the date
hereof, and without limiting the foregoing, and (c) represents, warrants
and covenants to Lender that (i) this Amendment is enforceable against
Customer in accordance with its terms; (ii) Customer’s execution and
delivery of this Amendment and any other documents, agreements and instruments
executed or delivered in connection herewith have been, or will be, duly
authorized on its part; and (iii) that no Default or Event of Default
presently exists.


 


6.        Miscellaneous.


 


(a)             This Amendment, together
with the Security Agreement and the other Loan Documents, constitute the entire
agreement between the parties hereto, and supersede all prior or
contemporaneous agreements, communications and understandings, both written or
oral with respect to the subject matter of this Amendment. This Amendment may
be executed in any number of counterparts and by the parties hereto in separate
counterparts.


 


(b)           No modification of any of the provisions of this
Amendment shall be effective until and unless it is in writing and signed by
the parties.


 


(c)           All of the terms and
conditions of this Amendment shall survive the execution and delivery of this
Amendment. This Amendment may be executed in any number of counterparts, all of
which when taken together shall constitute but a single instrument. The
headings in this Amendment are for convenience only and shall not limit or
otherwise affect any of the terms hereof.


 


(d)           In the event that any provision
of this Amendment is for any reason held to be invalid, illegal or
unenforceable, in whole or in part or in any respect, then such provision only
shall be deemed null and void and shall not affect any other provision hereof,
and the remaining provisions shall remain operative and in full force and
effect.


 


(e)           This Amendment shall in
all respects be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to its principles of conflicts of law
or choice of law (except Title 14, Section 5-1401 of the New York General
Obligations Law) and shall be binding upon and inure to the benefit of Lender
and Customer and their respective successors and assigns.


 


(f)            Customer shall pay all actual and reasonable fees,
costs and expenses incurred by Lender in connection with this Amendment,
whether or not the transactions contemplated hereby are consummated, including,
without limitation, FAA and International Registry title and lien searches,
reports, filing and recording fees. Customer also agrees to pay all fees and
expenses of Lender’s counsel, FAA Counsel and all other third parties who are
engaged by Lender to enforce Lender’s rights and/or remedies hereunder, to
update any FAA, International Registry or UCC title and/or lien reports and/or
to review, file and record any and all documents and instruments as required by
Lender, the FAA or the International Registry during and after the Term of the
Security Agreement.


 


[SIGNATURES ON NEXT PAGE]


 


3

















 


IN
WITNESS WHEREOF, the parties have executed this Amendment by their respective
duly authorized representatives as of the date and year first above written.


 


	
  BANC OF AMERICA LEASING & CAPITAL,

  	
  WILLIS LEASE FINANCE CORPORATION: 

  
	
  LLC (as successor by merger with Fleet

  	
   

  
	
  Capital Corporation)

  	
   

  



 


	
  By:

  	
  /s/ Rhonda Maggiacomo

  	
   

  	
  By:

  	
  /s/ Bradley S. Forsyth

  
	
  Name:

  	
  Rhonda Maggiacomo

  	
  Name:

  	
  Bradley S. Forsyth

  
	
  Title:

  	
  Sr Vice President

  	
  Title:

  	
  Senior Vice President, Chief

  
	
   

  	
   

  	
  Financial Officer

  
								



 

















 


ANNEX B TO AMENDMENT NO. 3


 


REVISED ANNEX B


 


LOAN AMOUNT AND CUSTOMER INFORMATION


 


	
  Customer’s Chief Executive Offices

  	
   

  
	
  And Principal
  Place of Business:

  	
  773 SAN MARIN
  DRIVE, SUITE 2215 NOVATO, CA 94998

  
	
   

  	
   

  
	
  Customer’s form
  of Organization:

  	
  Corporation

  
	
   

  	
   

  
	
  State of
  Organization:

  	
  Delaware

  
	
   

  	
   

  
	
  Additional State(s) in which Customer is
  qualified:

  	
  California

  
	
   

  	
   

  
	
  State issued
  Organizational Identification Number:

  	
  *

  
	
   

  	
   

  
	
  Federal Taxpayer ID Number:

  	
  *

  
	
   

  	
   

  
	
  FAA Counsel:

  	
  Daugherty Fowler Peregrin Naught and Jenson

  
	
   

  	
   

  
	
  Principal Amount of the Tranche 1 Loan Dated
  October 29, 2004:

  	
  *

  
	
   

  	
   

  
	
  Principal Amount
  of the Tranche 2 Loan Dated February 15, 2005:

  	
  *

  
	
   

  	
   

  
	
  Principal Amount
  of the Tranche 3 Loan Dated August 30, 2008:

  	
  *

  
	
   

  	
   

  



 


*INTENTIONALLY OMITTED

FROM FAA FILING COUNTERPART

AS CONTAINING CONFIDENTIAL,

PROPRIETARY INFORMATION


 

















 


ANNEX B
TO AMENDMENT NO. 3


 


Cape
Town Convention Rider (“Rider”)
to Loan and Aircraft Security Agreement (s/n 3004) dated as of October 29,
2004, as amended (the “Security Agreement”) by and between BANC OF
AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company
(as successor by merger with Fleet Capital Corporation) (“Lender”) and Willis
Lease Finance Corporation, a Delaware corporation (“Borrower”).


 


All capitalized terms
not defined in this Rider are defined in the Security Agreement. The terms and
conditions of this Rider shall supplement and be a part of the Security
Agreement.


 


This
Rider will bring the Security Agreement In compliance with the provisions of
the Cape Town Convention (as defined below).


 


1.        Borrower hereby represents and warrants
the following:


 


a.          Borrower is ‘situated’
in a country that has ratified or acceded to the Cape Town Convention within
the meaning of Article 4 of the Convention.


 


b.         The Security Agreement
does not require approval of, or notice to, any governmental body, authority,
or agency in connection with either the execution, delivery or performance by
Borrower of the Security Agreement, or the validity or enforceability of the
Security Agreement, except for recordation of this Agreement with the FAA, the
filing of UCC financing statements in the appropriate recording offices, and
the filing of the appropriate documentation to register Lender’s International
Interest In the Aircraft with the International Registry which shall have been
duly effected as of the hereof.


 


c.          Borrower has good and
marketable title to the free an clear of all Liens except the security interest
created by the Security Agreement in favor of Lender and the International
Interest created by the sale of the aircraft to Borrower; and all filings,
recordings or other actions necessary or desirable in order to establish,
perfect and give first priority to such security interest (including, the
filing of this Agreement with the FAA, any filings with the International
Registry pursuant to the Cape Town Convention) have been duly effected.


 


d.         There are no
International Interests registered with the International Registry with respect
to the Aircraft or the Security Agreement, and Borrower will not permit any
International Interests to be filed with the International Registry except (1) with
respect to Lender’s interest in the Aircraft or (2) as otherwise consented
to in writing by Lender;


 


e.          Borrower is a
Transacting User Entity, has appointed an Administrator and has designated a
Professional User Entity. Borrower has paid all required fees and taken all
actions necessary to enable Lender to register any International Interest with
the International Registry;


 


f.          Borrower has the power
to grant any security interests described in the Security Agreement, each
within the meaning of Article 7(b) of the Convention;


 


g.           Each of the Engines has at least 1,750 pounds of
thrust or its equivalent;


 


h.         The Airframe is type
certified by the FAA to transport at least eight people (including crew) or
goods in excess of 2,750 kilograms; and


 


2.        Borrower
agrees to promptly execute and deliver to Lender such International Registry
filings and other documents, and take such further action, as Lender may from
time to time reasonably request in order to further carry out the intent and
purpose of this Rider and to establish and protect the rights, interests and
remedies created, or intended to be created, in favor of Lender. Borrower
further agrees not to discharge or allow to be discharged any International 


 


6

















 


Interest
created in favor of Lender without Lender’s prior written consent and to
promptly cause any non-consensual lien that is filed on the International
Registry to be discharged.


 


3.        In addition to the
security interests granted in the Security Agreement, Borrower further grants
Lender a first priority security interest in and lien on, and collaterally
assigns to Lender, all of Borrower’s right, title and interest in, to and under
any and all Associated Rights.


 


4.        Borrower hereby consents
to the registration of any International Interest arising in connection with
the Security Agreement in favor of Lender and hereby authorizes its
Professional User Entity to consent to the registration (including all Final
Consents thereto) of any International Interest with the International Registry
upon request therefore by Lender. At closing, Borrower hereby agrees to
authorize its Professional User Entity to consent to the registration(s) of
any International Interest(s).


 


5.       In addition to all other
rights and remedies granted to it in the Security Agreement, Lender may
exercise all rights and remedies of a creditor under the Cape Town Convention,
which may be used successively and cumulatively and in addition to any other
right or remedy referred to in the Security Agreement or otherwise available to
Lender at law or in equity.


 


6.       Borrower
shall pay to Lender upon demand all fees, costs and expenses incurred by or on
behalf of Lender at any time in connection with the Cape Town Convention and
the International Registry.


 


7.       Notwithstanding anything
to the contrary contained in the Security Agreement, the parties may bring a
judicial proceeding in the Republic of Ireland against the registrar of the
International Registry solely and to the extent such proceeding seeks an order
or judgment against the International Registry.


 


8.           Conditions Precedent and
Subsequent to Closing. On or prior to the date hereof, Borrower shall deliver
the following to Lender and/or Lender’s Escrow Agent, all in form and substance
satisfactory to Lender and Lender’s Escrow Agent: (a) evidence that
Borrower is a Transacting User Entity and has designated a Professional User
Entity, which shall be Lender’s Escrow Agent; (b) fully completed and
authorized discharges of any International Interests (including Final Consents
thereto); (c) duly completed AC Form 8050-135 FAA Entry Point Filing
Forms International Registry with respect to the Security Agreement; (d) a
Priority Search Certificate from the International Registry addressed to Lender
indicating that the Aircraft is fee and clear of Encumbrances, and, on the date
hereof, confirmation from Lender’s Escrow Agent that a Priority Search Certificate
from the International Registry indicates that the Aircraft is free and clear
of Liens; (e) at closing, Lender and Lender’s Escrow Agent shall receive
confirmation by Borrower’s Professional User Entity that each such party has
consented to the registration of all International Interests (including all
required Final Consents); and (f) such other documents as are necessary,
in the opinion of Lender’s Escrow Agent or Lender, to register Lender’s
International Interest in the Aircraft, along with any Associated Rights
thereto pursuant to the Cape Town Convention, free and clear of Encumbrances.
Immediately after closing, but on the date hereof, Lender shall receive a
Priority Search Certificate from the International Registry addressed to Lender
evidencing that its International Interest in the Aircraft and any Associated
Rights has been duly registered therein and is searchable. Within five (5) business
days after the date hereof, Lender shall receive an opinion of Lender’s Escrow
Agent satisfactory to Lender that title to the Airframe is vested in Borrower,
that Lender has a valid and perfected security interest in the Aircraft, that
Lender has a duly registered and searchable International Interest in the
Aircraft, and that the Aircraft (including the Airframe and Engines) is free
and clear of all other Encumbrances of


 


7

















 


record.


 


9.   For
purposes of this Rider, the following terms shall have the following meanings:


 


Administrator
shall have the meaning ascribed thereto In the International
Registry


 


Regulations.


 


Aircraft
Protocol shall mean the official English language text of the
Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a
diplomatic conference held in Cape Town, as the same may be amended or modified
from time to time.


 


Associated
Rights shall
have the meaning ascribed thereto in the Cape Town Convention, including all
rights to payment or other performance by Borrower under the Security
Agreement, the Note or Related Documents which are secured by or associated
with the Collateral.


 


Cape
Town Convention shall
mean, collectively, the Aircraft Protocol, the Convention, the International
Registry Procedures and the International Registry Regulations.


 


Convention
shall
mean the official English language text of the Convention on International
Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic
conference held in Cape Town, South Africa, as the same may be amended or
modified from time to time.


 


Final
Consent shall have the meaning ascribed thereto in the
International Registry Procedures.


 


International
Interest shall have the meaning ascribed thereto in the Cape
Town Convention.


 


International
Registry shall
mean the International Registry of Mobile Assets located in Dublin, Ireland and
established pursuant to the Cape Town Convention, along with any successor
registry thereto.


 


International
Registry Procedures shall
mean the official English language text of the procedures for the International
Registry issued by the supervisory authority thereof pursuant to the Convention
and the Aircraft Protocol, as the same may be amended or modified from time to
time.


 


International
Registry Regulations shall
mean the official English language text of the regulations for the
International Registry issued by the supervisory authority thereof pursuant to
the Convention and the Aircraft Protocol, as the same may be amended or
modified from time to time.


 


Lender’s
Escrow Agent shall
mean FAA Counsel as designated on Amended Annex B (Annex A to Amendment No. 3).


 


Priority
Search Certificate shall
have the meaning ascribed thereto in the International Registry Procedures.


 


Professional
User Entity shall
have the meaning ascribed thereto in the International Registry Regulations.


 


8

















 


Transacting
User Entity shall
have the meaning ascribed thereto in the International Registry Regulations.


 


9.             Miscellaneous. This Rider, together
with the Security Agreement, the Notes and Loan Documents, constitute the
entire agreement between the parties hereto, and supersede all prior or
contemporaneous agreements, communications and understandings, both written or
oral with respect to the subject matter of this Rider.


 


SIGNATURE ON THE NEXT PAGE


 


9

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Rider to be duly executed and
delivered by their proper and duly authorized officers as of the date first set
forth above.


 


	
  BANC OF AMERICA
  LEASING & CAPITAL,

  	
  WILLIS LEASE FINANCE
  CORPORATION: 

  
	
  LLC (as successor by
  merger with Fleet 

  	
   

  
	
  Capital Corporation)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rhonda Maggiacomo

  	
   

  	
  By:

  	
  /s/ Bradley S. Forsyth

  
	
  Name:

  	
  Rhonda Maggiacomo

  	
  Name:

  	
  Bradley S. Forsyth

  
	
  Title:

  	
  Sr Vice President

  	
  Title:

  	
  Senior Vice President, 

  
	
   

  	
   

  	
  Chief Financial Officer

  
									



 


10

















 


CERTIFICATE OF ACCEPTANCE


 


In
accordance with Amendment No. 3 dated as of August 28, 2008 (the “Amendment”)
to Loan and Aircraft Security Agreement (S/N 3004) dated as of October 29,
2004 (the “Security Agreement”; the Amendment and Security Agreement are
collectively referred to as the “Agreement”), between the undersigned Customer
and BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited
liability company (as successor by merger with Fleet Capital Corporation) (“Lender”),
Customer hereby represents and warrants to Lender that on the date hereof:


 


(1)                             The representations and
warranties of Customer set forth in the Agreement and all Loan Documents
delivered in connection therewith were true and correct in all respects when
made and are true and correct as of the date hereof, with the same force and
effect as if the same had been made on this date.


 


(2)                             Customer has satisfied
or complied with all conditions precedent and requirements as set forth in the
Agreement which are required to be or to have been satisfied or complied with
on or prior to the date thereof.


 


(3)                             No Default or Event of Default under the
Agreement has occurred and is continuing on the date hereof.


 


(4)                             Customer has obtained, and there are in
full force and effect, such insurance policies with respect to the Aircraft, as
such term is defined in the Agreement, as are required to be obtained under the
terms of the Agreement.


 


(5)                             Customer has furnished
no other equipment for the Aircraft (other than any equipment of which Customer
has expressly informed Lender), and all of the avionics and equipment set forth
on Schedule A hereto are on board the Aircraft (the “Upgrades”) and are
in proper working condition; and


 


(6)                             the Upgrades (i) have
been delivered to Customer, are in Customer’s possession and are, as of the
Tranche 3 Closing Date, unconditionally, irrevocably and fully accepted by
Customer, (ii) have been inspected by Customer to Its complete
satisfaction and, without limiting the foregoing, (A) have been found to
be airworthy and otherwise in good working order, repair and condition and
fully equipped to operate as required under Applicable Standards for its
purpose, and (B) are in conformity with the requirements of the related
purchase agreements and the Applicable Standards; (iii) are currently
certified under existing Federal Aviation Administration rules and
regulations and is completely airworthy in all respects.


 


(7)                             The
Aircraft is and will remain primarily hangered at the location set forth
herein;


 


All capitalized
terms used herein that are not otherwise defined herein shall have the meaning
given to such terms in this Agreement.


 


	
  PRIMARY HANGER
  LOCATION:

  	
  Business Jet
  Center

  
	
   

  	
  9351 Earhart
  Road

  
	
   

  	
  Oakland, CA
  94621

  



 

















 


IN WITNESS
WHEREOF, Customer has caused this Certificate of Acceptance to be executed by its
duly authorized officer as August 28, 2008.


 


	
   

  	
  WILLIS LEASE
  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Bradley S. Forsyth

  
	
   

  	
  Name: 

  	
  Bradley S.
  Forsyth

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  	
  Chief Financial
  Officer

  
					



 


10