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AMENDMENT NO. 5
TO
CREDIT AGREEMENT
Amendment No. 5, dated April 30, 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
("CORESTATES 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, Willis has requested that CoreStates Bank agree to certain
modifications to the Agreement as set forth herein.
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 2.1 OF THE AGREEMENT.
(a) The first and second paragraphs of Section 2.1 of the Agreement are
hereby amended and restated in their entireties to read as follows:
"2.1 THE LOANS. 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, $65,000,000 through June 30, 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.
Revolving Credit Loans may be made from time to time during the
period beginning on the date hereof and ending on June 30, 1998 or on
the earlier date of termination in full, pursuant to Section 2.7 or
Section 8.1 hereof, of the obligations of the Bank under this Section
2.1 (June 30, 1998 or such earlier date of termination being herein
called the "REVOLVER TERMINATION DATE"). Revolving Credit Loans at the
occasion of each borrowing shall be in aggregate principal amounts at
least equal to $150,000 or, if less, the remaining unused amount of
the Revolving Loan Commitment. Willis shall not be entitled to any
Revolving Credit Loan if, after giving effect to such Loan, the unpaid
amount of the then outstanding Revolving Credit Loans would exceed the
then current Borrowing Base. Prior to the Revolver Termination Date
and within the limits of the Revolving Loan Commitment and the
Borrowing Base, Willis may borrow, prepay and reborrow Revolving
Credit Loans. All Revolving Credit Loans shall mature and be due and
payable as set forth in the next paragraph of this Section 2.1 unless
the maturity of said Loans is accelerated as provided in Section 2.7
or Section 8.1 hereof."
(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
$25,000,000 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."
2. SECTION 2.2 OF THE AGREEMENT. The first paragraph of Section 2.2 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"2.2 STANDBY LETTERS OF CREDIT. The Bank, under the terms and
subject to the conditions of this Agreement, agrees to provide Standby
Letters of Credit to Willis, from time to time prior to the Revolver
Termination Date, as requested by Willis, provided that (A) the
aggregate amount of Standby Letters of Credit outstanding at any one
time shall not exceed $2,000,000 or such lesser amount, if any, as
will, when added to the amount of the Revolving Credit Loans then
outstanding, aggregate more than the Revolving Loan Commitment (or
such lesser amount as Willis is entitled to borrow hereunder at such
time by reason of the limitation of the Borrowing Base or otherwise),
and (B) no Standby Letter of Credit shall be for a term longer than
one year."
3. EXHIBIT A TO THE CREDIT AGREEMENT. Exhibit A to the Agreement shall be
and is hereby amended and restated in its entirety to be as set forth in Exhibit
A attached hereto. Upon delivery of the $65,000,000 Revolving Credit Note,
dated April 30, 1998, to the Bank, the Bank shall mark the $45,000,000 Revolving
Credit Note, dated November 18, 1997, "canceled and replaced by $65,000,000
Revolving Credit Note, dated April 30, 1998."
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4. EXHIBIT B TO THE CREDIT AGREEMENT. Exhibit B to the Agreement shall be
and is hereby amended to insert in "Line 2" the maximum loans as such shall be
in effect at the date of the certificate.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
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
-------------------------------------
Name: James D. McBride
Title: Executive Vice President
and Chief Financial Officer
CORESTATES BANK, N.A.
By: /s/ Hugh W. Connelly
-------------------------------------
Name: Hugh W. Connelly
Title: Vice President
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