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