EXHIBIT 10.41
FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
Dated as of September 24, 2004
among
WILLIS LEASE FINANCE CORPORATION,
as Borrower,
NATIONAL CITY BANK,
as Administrative Agent and Bank,
FORTIS BANK (NEDERLAND) N.V.,
as Structuring Agent, Security Agent and Bank,
and
CDC FINANCE - CDC IXIS
Vedder, Price, Kaufman & Kammholz
Chicago, Illinois
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
September 24, 2004 (this "Amendment"), is entered into by and among WILLIS LEASE
FINANCE CORPORATION, a Delaware corporation (the "Borrower"), NATIONAL CITY
BANK, as Administrative Agent and as Bank, FORTIS BANK (NEDERLAND) N.V., as
Security Agent, Structuring Agent and as Bank, and CDC FINANCE - CDC IXIS, a
corporation organized and existing under the laws of the Republic of France
("CDC").
RECITALS
WHEREAS, the Borrower, the Administrative Agent, the Structuring Agent, and the
Security Agent (in their respective capacities as Agents and Banks) and the
Banks have entered into that certain Amended and Restated Credit Agreement dated
as of June 29, 2004 (the "Agreement") pursuant to which the Banks have agreed to
make available to the Borrower a revolving credit facility used for the purchase
or refinance of Engines and Equipment;
WHEREAS, pursuant to Section 2.1(a) of the Agreement, the Aggregate Revolving
Loan Commitment may be increased to not more than One Hundred Seventy Five
Million Dollars ($175,000,000) prior to September 27, 2004; and
WHEREAS, CDC has agreed to commit the amount of Ten Million Dollars
($10,000,000) toward the Aggregate Revolving Loan Commitment, and National City
Bank has agreed to increase its Revolving Loan Commitment by Two Million Five
Hundred Thousand Dollars ($2,500,000), as set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter set
forth and intending to be legally bound hereby, the parties hereto agree as
follows:
AGREEMENT
Section 1.
Definitions.
Terms not defined herein shall have the
meanings ascribed thereto in the Agreement.
Section 2.
Acknowledgment of Waiver of Assignment Fee of Section
11.4.
The $5,000 assignment fee as required pursuant to Section 11.4 of the
Agreement for Participations and Assignments is hereby waived for CDC for
purposes of its pending November 1, 2004 merger into CDC IXIS Capital Markets.
Section 3.
Exhibits.
Exhibit A to the Agreement is hereby deleted
in its entirety and replaced with Exhibit A attached hereto, and CDC shall be
deemed a "Bank" for all purposes of the Agreement.
Section 4.
Ratification.
Except as amended hereby, the Agreement,
as heretofore supplemented, amended, assigned and modified shall continue and
shall remain in full force and effect and is hereby ratified in all respects.
From and after the date hereof, any and all references to the "Agreement" shall
be deemed to refer to the Agreement as amended hereby.
Section 5.
Governing Law; Severability; Construction of
Amendment.
THIS AMENDMENT SHALL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
CALIFORNIA OR