Exhibit 10.10


 


AMENDMENT No. 2 TO LOAN AND AIRCRAFT SECURITY
AGREEMENT (S/N 3004)


 


This
Amendment No. 2 is dated February 14, 2007 and amends the Loan and
Aircraft Security Agreement (S/N 3004) dated as of October 29, 2004, as
amended (the “Agreement”), entered into by and between Banc of America
Leasing & Capital, LLC (formerly known as Fleet Capital Corporation),
as lender, (“Lender”) and Willis Lease Finance Corporation, a Delaware
corporation, as customer, (“Customer”).


 


RECITALS


 


A.                                        Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Loan.


 


B.                                          Lender
and Customer entered into that certain Loan and Certificate of Acceptance dated
as of October 29, 2004 (collectively the “Loan”), which document was
recorded as one document with the Federal Aviation Administration (“FAA”)
on November 30, 2004 and assigned conveyance number M005128 regarding a
certain Canadair Ltd. Model CL-600 (Challenger 601-1A) aircraft bearing U.S.
Registration Mark N45PH and manufacturer’s serial number 3004 (the “Aircraft”),
as amended by Loan Amendment No. 1 (“Amendment No.1”) dated December 9,
2004. The Loan and Amendment No. 1 are collectively referred to hereafter
as the “Agreement”;


 


C.                                          Pursuant
to the Agreement, Customer is required to maintain a comprehensive aircraft
liability insurance policy against bodily injury or property damage claims
including, without limitation, contractual liability, premises damage, public
liability, death and property damage liability, public and passenger legal
liability coverage in an amount not less than $200,000,000.00 for each single
occurrence;


 


D.                                    Customer
has requested that Lender consent to a reduction in the combined liability 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; and,


 


E.                                      Lender
has given its consent to Customer’s request and has agreed to amend the Loan.


 


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.                                       Subsection
4.6(a)(i)(A) of the Agreement is hereby deleted in its entirety, and the
following new Subsection 4.6(a)(i)(A) is inserted in substitution:


 


4.6(a)(1)                                                 (A) comprehensive
aircraft liability insurance against bodily injury or property damage claims
including, without limitation, contractual liability, premises damage, public
liability, death and property damage liability, public and passenger legal
liability coverage in an amount not less than $150,000,000.00.


 


2.                                       Affirmation.
Customer hereby affirms and ratifies its obligations under the Agreement
and agrees that the Agreement is in full Force and effect, except as otherwise
amended hereby.


 


3.                                  Representations.
Customer hereby represents, warrants and covenants to Lender that (i) this
Amendment is enforceable against Customer in accordance with its terms; (ii) Customer
shall execute and deliver this Amendment to Lender; (iii) Customer shall
deliver to Lender a Certificate of Insurance Coverage certifying Bodily Injury
and Property Damage coverage insured at $150,000,000.00; (iv) all other
provisions concerning insurance coverage in connection with the Agreement shall
remain in full force and effect, and (v) that no Default or Event of
Default presently exists.


 

















 


4.                                       Miscellaneous.
This Amendment, together with the Agreement,
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.


 


Except
as expressly modified or amended by this Amendment, the terms and conditions of
the Loan shall remain in full force and effect.


 

















 


IN WITNESS WHEREOF, the
parties have executed this Amendment by their respective duly authorized
representative 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