Exhibit 10.53


Execution Copy


FIFTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) is entered into as
of May 30, 2006 and amends in certain respects that Amended and Restated Credit
Agreement, dated as of June 29, 2004, 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 (collectively, the “Banks”), NATIONAL CITY BANK, as Administrative Agent for the Banks
(the “Administrative Agent”), and FORTIS BANK (NEDERLAND)
N.V., as Structuring Agent and Security Agent for the Banks, as
amended by that certain First Amendment to Amended and Restated Credit
Agreement, dated as of September 24, 2004, that certain Second Amendment to
Amended and Restated Credit Agreement, dated as of December 9, 2004, that
certain Third Amendment to Amended and Restated Credit Agreement and Waiver,
dated as of November 11, 2005, and that certain Fourth Amendment to Amended and
Restated Credit Agreement, dated as of December 14, 2005 (as so amended, the “Credit
Agreement”).


W I T N E S S E T H:


WHEREAS, the Borrower has
requested an extension of the Revolving Loan Termination Date; and


WHEREAS, the Banks and the
Agents are willing to agree to an extension of the Revolving Loan Termination
Date on and subject to the terms and conditions hereinafter set forth;


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


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


2.             Credit Agreement Amendments.
The Borrower hereby agrees, and, in reliance on the representations and
warranties set forth in Section 3 hereof, the Banks and the Agents
hereby agree, effective as of the date hereof, that the Credit Agreement is hereby
amended as follows:


(a)           Section
2.1(a) is hereby amended to delete the reference therein to “May 31, 2006” and
to substitute in lieu thereof “June 30, 2006.”


3.             Representations and Warranties.  The Borrower represents and warrants as
follows:


(a)           The
making and performance of the Amendment are within its power and authority and
have been duly authorized by all necessary corporate action and do not and
under present law will not require any consent or approval not obtained of any
of its shareholders, or any other Person (including, without limitation, any
Governmental Authority), do not and under present law will not violate any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award, do not violate any provision of its charter or by-laws, do not and
will not result in any breach of any material agreement, lease or instrument to
which it is a party, by









 



which it is bound or to which any of its assets are or
may be subject, and do not and will not give rise to any Lien upon any of its
assets except the Lien in favor of the Security Agent contemplated under the
Loan Documents.  This Amendment has been
duly executed and delivered by the Borrower and constitutes the legal, valid
and binding obligation of the Borrower, enforceable against it in accordance
with its terms.


(b)           No
Event of Default or Potential Default has occurred and is continuing, or, after
giving effect to this Amendment, shall exist.


(c)           All
representations and warranties set forth in the Loan Documents are true and
correct as if made on and as of the date hereof, except in each case for
representations and warranties which by their terms are expressly applicable to
an earlier date, in which event such representations and warranties shall be
true and correct as of such earlier date.


4.             Limitation of Amendment.
This Amendment shall be limited precisely as written and shall not be deemed
(a) to be an amendment, waiver or modification of any other term or
condition of the Credit Agreement, any other Loan Document or any of the
instruments or agreements referred to in any such document or a waiver of any
Event of Default or Potential Default under the Credit Agreement, whether or
not known to the Agents or any of the Banks or (b) to prejudice any other
right or rights that the Agents or the Banks may now or in the future have
under or in connection with the Credit Agreement, the Notes, any other Loan
Document or any of the instruments or agreements referred to in any such
document.


5.             Reference to and Effect on Loan
Documents.  On and after the date
hereof, 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.


6.             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 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.


7.             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.


8.             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.



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9.             Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CALIFORNIA OR FEDERAL PRINCIPLES OF CONFLICTS OF LAWS.


10.           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.


11.           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.  This Amendment shall be effective upon the
receipt by the Administrative Agent of counterparts of this Amendment duly
executed by the Borrower, the Agents and each of the Banks.


12.           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.


13.           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.


14.           Entire Agreement.  This
Amendment sets forth the entire 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]


 



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


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Robert M. Warwick

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  



 



 Signature page 1 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  AGENTS AND BANKS:

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Christos Kytzidis

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice President

  



 


 


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Christos Kytzidis

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice President

  



 



 Signature page 2 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  FORTIS BANK (NEDERLAND) N.V.,
  as Structuring Agent and Security Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  M. H. Schipper

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  J. F. G. M. Woflhagen

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
  

  	
  FORTIS BANK (NEDERLAND) N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  M. H. Schipper

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 Signature page 3 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  CALIFORNIA BANK &
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  J. Michael Sullivan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 Signature page 4 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  David M. Barnes

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



 Signature page 5 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  HSH NORDBANK AG, NEW
  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Sylvie Morvan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 Signature page 6 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Nanci Brusati Dias

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 



 Signature page 7 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  LANDESBANKI ISLANDS HF.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Halldor Hafsteinsson

  
	
   

  	
   

  	
  Title:

  	
  Senior Manager Aviation
  Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  S. Elin Sigfusdottir

  
	
   

  	
   

  	
  Title:

  	
  Managing Director
  Corporate Banking

  



 



 Signature page 8 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  IXIS CORPORATE &
  INVESTMENT BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Thomas McGrath

  
	
   

  	
   

  	
  Title:

  	
  Executive Director
  Leveraged & Acquisition Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Andreas Herzog

  
	
   

  	
   

  	
  Title:

  	
  Director Leveraged &
  Acquisition Finance

  



 


 



 Signature page 9 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  KAUPTHING BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Deputy Managing Director Corporate
  Banking

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 Signature page 10 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement
 






 



 


	
  

  	
  STATE BANK OF INDIA (LOS
  ANGELES AGENCY)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Sanjiv Chadha

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STATE BANK OF INDIA
  (CALIFORNIA)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/

  
	
   

  	
   

  	
  Name:

  	
  Sunil K. Kowshal

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Manager

  



 



 Signature page 11 to
 Willis Lease Finance Corporation
 Fifth Amendment to Amended and Restated Credit Agreement