Exhibit
10.44


 


AMENDMENT
No. 1 TO LOAN AND AIRCRAFT SECURITY AGREEMENT


 


This
Amendment No. 1 is dated as of December 9, 2004 and amends the Loan and
Aircraft Security Agreement (S/N 3004) dated as of October 29, 2004, as amended
(the “Loan”), entered into by and between 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 dated as of October 29, 2004, which document was
recorded 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”);


 


C.            Pursuant
to the Loan, Customer is required to operate the Aircraft in accordance with
Part 91 of the FARs and to maintain operational control at all times, and is
prohibited from operating the Aircraft for air taxi operations or otherwise
under Part 135 of the FARs;


 


D.            Customer has notified
Lender of its intention to enter into an Aircraft Management and Charter
Agreement with TWC Aviation, Inc. (“TWC”) and has requested that Lender give
its consent to the Aircraft Management and Charter Agreement and amend the Loan
to allow for operation under Part 135 of the FARs, including consent for
operational control by TWC during both Part 91 and Part 135 operations; 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 4.4 is hereby deleted in its
entirety, and the following new Subsection 4.4 is inserted in substitution:


 


4.4                                 No Disposition of
Collateral or Liens; Title and Security Interest.  Customer shall not sell, assign, enter into
any Third Party Agreement, convey, mortgage, exchange or otherwise transfer or
relinquish possession of or dispose of the Aircraft, any part thereof or any of
the other Collateral or attempt or offer to do any of the foregoing except
that, provided that no Event of Default has occurred and is continuing,
Customer may enter into an aircraft management and charter agreement
(“Management Agreement”), with TWC or other qualified aviation management and
charter operator (“Manager”), pursuant to which the Aircraft may be operated
under Part 135 of the FARs, subject to the satisfaction of the following
conditions: (i) the Management Agreement shall provide that it shall terminate,
or be canceled, at the option of Lender, upon the occurrence of an Event of
Default; (ii) the Management Agreement shall be expressly, and at all times
remain, subject and subordinate to this Agreement and the rights of Lender
hereunder and in and to the Aircraft; (iii) in no event shall the Management
Agreement (including as amended from time to time) contain provisions that are
inconsistent with the provisions of this Agreement or cause Customer to


 





















 


breach any of its representations, warranties or agreements under this
Agreement; and (iv) Customer shall deliver to Lender a Consent to Management
Agreement, in form and substance satisfactory to Lender, duly executed by
Customer and Manager (the “Consent”), together with a copy of the executed
Management Agreement and a copy of a valid Air Carrier Certificate FAA Form
8430-18, if applicable. The Management Agreement will not reduce any of the
obligations of Customer hereunder or the rights of Lender hereunder, under the
Note or under any of the other documents executed and/or delivered in
connection herewith, and Customer acknowledges that all of its obligations
shall be and remain primary and shall continue in full force and effect as the
obligations of a principal and not of a guarantor or surety. Any delegation of
duties hereunder or any assumption of the same shall be effective only as
between Customer and Manager.


 


The foregoing shall not be deemed to prohibit the delivery of
possession of the Aircraft, any APU, Engine or Part to another Person for
testing, service, repair, maintenance, overhaul or, to the extent permitted
hereby, for alteration or modification. 
Customer will not create, assume or suffer to exist any Liens on or with
respect to the Aircraft, any APU, Engine, Part or any of the other Collateral,
or Customer’s interest therein other than Permitted Liens.  Customer will promptly take such action as
directed by Lender to duly discharge any such Lien.  Customer will warrant and defend its good and
marketable title to the Aircraft and Lender’s first and only perfected security
interest in the Collateral, against all claims and demands whatsoever.


 


2.                                       Affirmation.  Customer hereby affirms and ratifies its
obligations under the Loan and agrees that the Loan 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’s execution and delivery of this Amendment, the Consent to Aircraft
Management (Charter) Agreement and any other documents, agreements and
instruments executed or delivered in connection herewith have been, or will be,
duly authorized on their parts; and (iii) that no Default or Event of Default
presently exists.


 


4.                                       Miscellaneous.  This Amendment, together with the Loan,
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.  Only Counterpart No. 1 of this Amendment
shall be considered “Chattel Paper” for purposes of the UCC.  THIS AMENDMENT IS GOVERNED BY NEW YORK LAW.


 


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


 


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


 


 


	
  FLEET CAPITAL CORPORATION

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  
	
  TITLE:

  	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
										



 


 


This is Counterpart No.       of a total of 3
counterparts. Only Counterpart No. 1 shall be considered chattel paper for
purposes of the Uniform Commercial Code and a security interest may be
perfected only by possession of Counterpart No. 1.


 


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