Exhibit 10.43
SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
Dated as of December 9, 2004
among
WILLIS LEASE FINANCE CORPORATION,
as Borrower,
CERTAIN BANKING INSTITUTIONS NAMED HEREIN,
NATIONAL CITY BANK,
as Administrative Agent,
and
FORTIS BANK (NEDERLAND) N.V.,
as Structuring Agent and Security Agent,
Vedder, Price, Kaufman & Kammholz
Chicago, Illinois
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
December 9, 2004 (this "Amendment"), is entered into by and among WILLIS LEASE
FINANCE CORPORATION, a Delaware corporation (the "Borrower"), the banking
institutions signatories hereto and named in Exhibit A attached hereto and such
other institutions that hereafter become a "Bank" pursuant to Section 11.4 of
the Agreement (as defined below) (collectively the "Banks" and individually a
"Bank"), NATIONAL CITY BANK, as Administrative Agent and FORTIS BANK (NEDERLAND)
N.V., as Security Agent and Structuring Agent.
RECITALS
WHEREAS, the Borrower, the Administrative Agent, the Structuring Agent, and the
Security Agent (in their respective capacities as Agents and as Banks) and the
Banks have entered into that certain Amended and Restated Credit Agreement dated
as of June 29, 2004 (the "Original Agreement"), as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of September 24,
2004 (the "First Amendment"; the Original Agreement as amended by the First
Amendment is referred to as 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, Kaupthing Bank has agreed to commit the amount of Ten Million Dollars
(US$10,000,000) towards the Aggregate Revolving Loan Commitment, as set forth
herein;
WHEREAS, the amount of the Aggregate Revolving Loan Commitment will be increased
to One Hundred Forty Eight Million Five Hundred Thousand Dollars
(US$148,500,000);
WHEREAS, all of the Banks have approved such increase; and
WHEREAS, CDC Finance - CDC IXIS, a corporation organized and existing under the
laws of the Republic of France ("CDC IXIS"), desires to assign its Revolving
Loan Commitment.
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.
Exhibits.
Exhibit A to
the Agreement is hereby deleted in its entirety and replaced with Exhibit A
attached hereto.
Section 3.
Assignment.
The Borrower
and the Structuring Agent hereby consent for the purposes of Section 11.4 of the
Agreement (and as previously described in Section 2 of the
First Amendment) to CDC IXIS's assignment of its Revolving Loan Commitment in
the amount of US$10,000,000 to IXIS Corporate & Investment Bank, a company
incorporated in France whose registered office is at 47 Quai d'Austerlitz, 75648
Paris Cedex 13, France, effective as of the date hereof.
Section 4.
Ratification.
Except as
amended hereby, the Agreement, as heretofore supplemented, amended, assigned and
modified shall continue