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 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 FEDERAL PRINCIPLES OF CONFLICTS OF LAWS. 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. Otherwise, any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining provisions hereof, and any such prohibition or unenforceability in any one or more jurisdictions shall not invalidate or render unenforceable such provisions in other jurisdictions.
Section 6. Counterparts; Effectiveness. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when the Administrative Agent shall have received signed counterparts or notice by fax of the signature page that the counterpart has been signed and is being delivered to it or by facsimile that such counterparts have been signed by all the parties hereto or thereto.
Section 7. Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Amendment.
Section 8. Representations and Warranties. The Borrower hereby represents and warrants to each of the other parties hereto that (i) this Amendment has been duly authorized, executed and delivered by it and (ii) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
* * *
2
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their duly authorized representatives as of the date first above written.
| WILLIS LEASE FINANCE CORPORATION | ||||
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| By | /s/ Monica J. Burke |
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| Name: | Monica J. Burke | ||
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| Title: | Executive Vice President | ||
Notices to:
2320 Marinship Way
Suite 300
Sausalito, CA 94965
Fax No. (415) 331-5167
Attention: General Counsel
Email: tnord@willislease.com
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| NATIONAL CITY BANK, | |||
| as Administrative Agent | |||
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| By | /s/ Christos Kytzidis |
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| Name: | Christos Kytzidis | |
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| Title: | Vice President | |
Notices To:
Christos Kytzidis
Vice President
National City Bank
One South Broad
14th Floor, Locator 01-5997
Philadelphia, PA 19107
Telephone: 267-256-4092
Facsimile: 267-256-4001
Email: chris.kytzidis@nationalcity.com
With a copy to:
Scott Lankford
Sr. Loan Administrator
National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114
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| NATIONAL CITY BANK | ||||
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| By | /s/ Christos Kytzidis |
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| Name: | Christos Kytzidis | ||
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| Title: | Vice President | ||
Notices To:
Christos Kytzidis
Vice President
National City Bank
One South Broad
14th Floor, Locator 01-5997
Philadelphia, PA 19107
Telephone: 267-256-4092
Facsimile: 267-256-4001
Email: chris.kytzidis@nationalcity.com
With a copy to:
Scott Lankford
Sr. Loan Administrator
National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114
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| FORTIS BANK (NEDERLAND) N.V., | ||||
| as Structuring Agent | ||||
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| By | /s/ P.R.G. Zaman |
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| Name: | P.R.G. Zaman | ||
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| Title: |
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| Name: | M.P.A. Zondag | ||
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| Title: |
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Notices To:
Fortis Bank (Nederland) N.V.
Coolsingel 93
3012 AE Rotterdam
The Netherlands
Attention: Maarten H. Schipper
Telephone: 31 10 401 9522
Facsimile: 31 10 401 9529
With a copy to:
Vedder, Price, Kaufman & Kammholz, P.C.
Attention: Lynne A. Gochanour
222 North LaSalle Street
Suite 2600
Chicago, Illinois 60601
Telephone: 312-609-7500
Facsimile: 312-609-5005
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| FORTIS BANK (NEDERLAND) N.V., | ||||
| as Security Agent | ||||
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| By | /s/ P.R.G. Zaman |
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| Name: | P.R.G. Zaman | ||
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| Title: |
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| Name: | M.P.A. Zondag | ||
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| Title: |
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Notices To:
Fortis Bank (Nederland) N.V.
Coolsingel 93
3012 AE Rotterdam
The Netherlands
Attention: Maarten H. Schipper
Telephone: 31 10 401 9522
Facsimile: 31 10 401 9529
With a copy to:
Vedder, Price, Kaufman & Kammholz, P.C.
Attention: Lynne A. Gochanour
222 North LaSalle Street
Suite 2600
Chicago, Illinois 60601
Telephone: 312-609-7500
Facsimile: 312-609-5005
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| FORTIS BANK (NEDERLAND) N.V., | |||
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| By | /s/ P.R.G. Zaman |
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| Name: | P.R.G. Zaman |
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| Title: |
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| Name: | M.P.A. Zondag |
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| Title: |
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Notices To:
Fortis Bank (Nederland) N.V.
Coolsingel 93
3012 AE Rotterdam
The Netherlands
Attention: Maarten H. Schipper
Telephone: 31 10 401 9522
Facsimile: 31 10 401 9529
With a copy to:
Vedder, Price, Kaufman & Kammholz, P.C.
Attention: Lynne A. Gochanour
222 North LaSalle Street
Suite 2600
Chicago, Illinois 60601
Telephone: 312-609-7500
Facsimile: 312-609-5005
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| CALIFORNIA BANK AND TRUST | ||||
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| By | /s/ J. Michael Sullivan |
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| Name: | J. Michael Sullivan | ||
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| Title: | Vice President | ||
Notices To:
J. Michael Sullivan
Vice President
California Bank & Trust
South Bay Corporate Banking Office
1690 South El Camino Real
San Mateo, CA 94402
Telephone: 650-294-2026
Facsimile: 650-294-2029
Email: sullivanm@calbt.com
With a copy to:
Loan Administrator
California Bank & Trust
San Francisco Corporate Banking Office
465 California Street, 1st Floor
San Francisco, CA 94104
Telephone: 415-875-1441
Facsimile: 415-875-1457
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| CITY NATIONAL BANK | ||||
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| By | /s/ Nanci Brusati Dias |
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| Name: | Nanci Brusati Dias | ||
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| Title: | Senior Vice President | ||
Notices To:
Nanci Brusati-Dias, Senior Vice President
City National Bank – San Francisco CBC
150 California Street, 12th Floor
San Francisco, CA 94111
Telephone: 415-576-2801
Facsimile: 415-576-3961
Email: nanci.dias@cnb.com
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| WELLS FARGO BANK, NATIONAL | ||||
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| By | /s/ Peter Hsu |
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| Name: | Peter Hsu | ||
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| Title: | Vice President | ||
Notices To:
Wells Fargo Bank, National Association
200 B Street, Suite 300
Santa Rosa, CA 95401
Telephone: 707-584-3142
Facsimile: 707-584-3235
Email: peter.r.hsu@wellsfargo.com
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| HSH NORDBANK | |||
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| By | /s/ Jack Campbell | ||
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| Name: | Jack Campbell | |
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| Title: | Senior Vice President | |
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| Head of Transportation Americas | |
| By | /s/ Hari Raghavan | ||
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| Name: | Hari Raghavan | |
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| Title: | Vice President | |
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| Transportation | |
Notices To:
HSH Nordbank
590 Madison Avenue
New York, NY 10022-2540
Telephone: 212-407-6000
Facsimile: 212-407-6033
Email: | hari.raghavan@hsh-nordbank.com |
| and eric.dollman@hsh-nordbank.com |
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| STATE BANK OF INDIA ( LOS ANGELES AGENCY) | ||
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| By | /s/ Sunil K Kowshal | |
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| Name: | Sunil K Kowshal |
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| Title: | VP & Manager |
Notices To:
State Bank of India
Los Angeles Agency
707 Wilshire Boulevard, Suite 1995
Los Angeles, California 90017
Telephone: 213-623-7250
Facsimile: 213-622-2069
Email: | ravi@sbical.com |
| sbilaa@yahoo.com |
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| STATE BANK OF INDIA | ||
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| By | /s/ Soundara Kumar | |
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| Name: | Soundara Kumar |
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| Title: | Chief Executive Officer |
Notices To:
State Bank of India (California)
707 Wilshire Boulevard, Suite 1995
Los Angeles, California 90017
Telephone: 213-623-7250
Facsimile: 213-622-2069
Email: | ravi@sbical.com |
| sbilaa@yahoo.com |
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| IXIS CORPORATE & INVESTMENT | ||
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| By | /s/ Henri Malick | |
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| Name: Henri MALICK | |
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| Title: Managing Director for Financing Activities | |
Notices To:
Jean-Michel Chatel
Bank Offices Loans and Structured Finance Manager
IXIS CORPORATE & INVESTMENT
BANK
26-28 Rue Neuve Tolbiac
75658 Paris Cedex 13
France
Telephone: +33 1 58 55 60 71
Facsimile: +33 1 58 55 60 82
Email: jmchatel@ixis-cib.com
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| KAUPTHING BANK | |||
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| By | /s/ Bjarki H Diego | ||
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| Name: | Bjarki H Diego | |
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| Title: | Managing Director | |
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| Corporate Banking | |
| By | /s/ Byörk Thorarinsdottir | ||
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| Name: | Byörk Thorarinsdottir | |
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| Title: | Deputy Managing Director | |
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| Corporate Banking | |
Notices To:
Asthildur Otharsdottir
Kaupthing Bunadarbanki hf.
Corporate Banking
Borgartuni 19 – IS 105 Reykjavik – Iceland
Telephone: (+354) 444 6544
Facsimile: (+354) 444 6589
Email: amo@kbbanki.is
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EXHIBIT A
BANKS’ REVOLVING LOAN COMMITMENTS AND PERCENTAGES
|
| Revolving |
| Revolving |
| Closing |
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Fortis Bank (Agent) |
| 30,000,000 |
| 20.2020 | % | 0.004 |
| 120,000 |
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National City Bank (Agent) |
| 30,000,000 |
| 20.2020 | % | 0.004 |
| 110,000 |
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California Bank & Trust |
| 20,000,000 |
| 13.4680 | % | 0.004 |
| 80,000 |
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Wells Fargo Bank |
| 15,500,000 |
| 10.4377 | % | 0.004 |
| 62,000 |
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HSH Nordbank |
| 15,000,000 |
| 10.1010 | % | 0.0025 |
| 37,500 |
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City National Bank |
| 10,000,000 |
| 6.7340 | % | 0.0025 |
| 25,000 |
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CDC Finance – CDC IXIS |
| 10,000,000 |
| 6.7340 | % | 0.0025 |
| 25,000 |
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Kaupthing Bank |
| 10,000,000 |
| 6.7340 | % | 0.0025 |
| 25,000 |
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State Bank of India – Los Angeles Agency |
| 5,000,000 |
| 3.3670 | % | 0.0025 |
| 12,500 |
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State Bank of India (California) |
| 3,000,000 |
| 2.0202 | % | 0.0025 |
| 7,500 |
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TOTAL |
| $ | 148,500,000 |
| 100 | % |
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| $ | 504,500 |
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