[LETTERHEAD]
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AMENDMENT NO. 3
TO
CREDIT AGREEMENT
Amendment No. 3, dated February 27, 1998, (the "AMENDMENT") to Credit
Agreement, dated June 12, 1997 as amended prior to this date, (the "AGREEMENT")
by and between WILLIS LEASE FINANCE CORPORATION, a California corporation
("WILLIS") and CORESTATES BANK, N.A., a national banking association ("CORE
STATES BANK", "CORESTATES" or the "BANK"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings ascribed to them
in the Agreement.
PRELIMINARY STATEMENT
WHEREAS, by prior amendment, CoreStates Bank agreed to temporarily
increase the Revolving Loan Commitment from $30,000,000 to $45,000,000;
WHEREAS, Willis has requested that CoreStates Bank extend such increase in
the Revolving Loan Commitment and make certain other modifications to the
Agreement.
WHEREAS, CoreStates Bank is willing to agree to such request on the terms
and conditions 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:
1. SECTION 1.1 OF THE AGREEMENT.
(a) The following definitions are hereby inserted and shall read as
follows:
"BASE RATE" shall mean (i) the rate of interest for commercial loans
established and publicly announced by CoreStates from time to time as its
prime rate, or, if higher, (ii) the Federal
Amendment No. 3 to
Credit Agreement -1- February 27, 1998
Funds Rate plus 1/2 of 1% per annum. Any change in such interest rate due
to a change in the Base Rate shall be effective on the date of such change.
Interest on Loans shall be computed on the basis of a year of 365 or 366
days, as applicable, if the Base Rate is equal to the prime rate of
CoreStates. Interest on Loans shall be computed on the basis of a year of
360 days, for the actual days elapsed, if the Base Rate is equal to the
Federal Funds Rate plus 1/2 of 1% per annum.
"FEDERAL FUNDS RATE" shall mean the daily rate of interest announced from
time to time by the Board of Governors of the Federal Reserve System in
publication H. 15 as the "Federal Funds Rate," or if such publication is
unavailable, such rate as is available to CoreStates on such day.
(b) The following definition is hereby amended and restated in its
entirety to read as follows:
"DEFAULT RATE" on any Loan shall mean 2% per annum above the Base Rate.
2. SECTION 2.1 OF THE AGREEMENT.
(a) The first paragraph of Section 2.1 of the Agreement is hereby amended
and restated in its entirety to read as follows:
"Subject to the terms and conditions herein set forth and in reliance
upon the representations, warranties and covenants contained herein,
CoreStates Bank agrees to make revolving credit loans ("REVOLVING
CREDIT LOANS") to Willis upon receipt of loan requests therefor in
amounts not to exceed at any time outstanding, in the aggregate,
$45,000,000 through May 31, 1998 and $30,000,000 thereafter (such
amount, as the same may be reduced pursuant to Section 2.7 hereof
being hereinafter called the "REVOLVING LOAN COMMITMENT"). For
purposes of determining the amount of Revolving Credit Loans
outstanding, the Standby Letters of Credit issued pursuant to
Section 2.2 hereof shall be deemed Revolving Credit Loans and shall
be added to the Revolving Credit Loans outstanding to determine the
aggregate Revolving Credit Loans outstanding. As provided below,
Revolving Credit Loans may be requested by Willis, and made from time
to time prior to the Revolver Termination Date. All Loans shall be
made to Willis at the main office of the Bank, Broad and Chestnut
Streets, Philadelphia, Pennsylvania 19101."
(b) The fourth paragraph of Section 2.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"Willis may have Revolving Credit Loans outstanding at any time and
from time to time in an aggregate amount up to, but not exceeding
$10,000,000 for the acquisition of Category B Equipment. Any item of
Category B Equipment which is a Stage III jet engine shall be
deducted from Category B Equipment and become part of Category A
Equipment upon the physical removal of that engine from its airframe,
provided that such Equipment otherwise qualifies as Category A
Equipment."
Amendment No. 3 to
Credit Agreement -2- February 27, 1998
3. SECTION 2.5 OF THE AGREEMENT. Section 2.5 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"Each Loan shall bear interest on the principal amount thereof from the
date made until such Loan is paid in full, at a rate per annum equal to
the Base Rate minus 1/4 of 1%."
4. REPRESENTATIONS AND WARRANTIES. Willis hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.
5. COVENANTS. Willis hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as of
the date hereof.
6. CORPORATE AUTHORIZATION AND DELIVERY OF DOCUMENTS. CoreStates shall
have received copies, certified as of the date hereof, of all action taken by
Willis and any other necessary Person to authorize this Amendment and such
other papers as CoreStates shall require.
7. AFFIRMATION. Willis hereby affirms its absolute and unconditional
promise to pay to CoreStates Bank the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.
8. EFFECT OF AMENDMENT. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
9. COUNTERPARTS. 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 hereto were upon the same instrument.
[Signatures appear on the following page]
Amendment No. 3 to
Credit Agreement -3- February 27, 1998
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
By /s/ James D. McBride
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Name: James D. McBride
Title: Chief Financial Officer
CORESTATES BANK, N.A.
By /s/ Hugh W. Connelly
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Hugh W. Connelly
Vice President