AMENDMENT NO. 6
TO
CREDIT AGREEMENT
Amendment No. 6, dated May 4, 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 1.1 OF THE AGREEMENT.
(a) The following definitions are hereby inserted and shall read as
follows:
"ADJUSTED LIBO RATE" shall mean, for any Interest Period, the rate
per annum (rounded upwards, if necessary to the next 1/16 of 1%)
determined pursuant to the following formula:
Adjusted LIBO Rate = LIBO Rate
---------------------
1 -Reserve Percentage
"BASE RATE LOAN" shall mean a Loan, or any portion thereof, made at
the Base Rate pursuant to a request for advance made under Section 2.4
herein or as otherwise provided in Section 2.5(b)(i) or in any other
provision hereof or in any other Loan Document.
Amendment No. 6 to
Credit Agreement May 4, 1998
"BASE RATE MARGIN" shall mean the percentage listed in the following
table:
LEVERAGE RATIO* BASE RATE MARGIN1 (*)
Less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
_________________________
1 In the event that the Revolver Termination Date is not extended and
the Note is to be repaid as described in Section 2.1, the Base Rate
Margin shall be increased by _____%.*
"INTEREST PERIOD" shall mean a period commencing on the date of a
LIBO Rate Loan or with respect to a Loan being renewed, the last day of
the next preceding Interest Period and ending one, two or three months
thereafter, as requested by Willis at the time of its Request for Advance;
provided also that (i) an Interest Period which would otherwise expire on
a day which is not a London Business Day shall be extended to the next
succeeding London Business Day unless such London Business Day falls in
another calendar month, in which case such Interest Period shall end on
the next preceding London Business Day, (ii) any Interest Period which
begins on the last London Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to the next succeeding
clause, end on the last London Business Day of a calendar month; and (iii)
no Interest Period shall end later than the Revolver Termination Date.
"LEVERAGE RATIO" shall mean the ratio of the Debt of Willis to its
Tangible Net Worth calculated based on the most recent financial statements
furnished to the Bank in accordance herewith.
"LIBO RATE" shall mean the arithmetic average of the rates of interest
per annum (rounded upwards, if necessary to the next 1/16 of 1%) at which
the Bank is offered deposits of United States Dollars by leading banks in
the interbank eurodollar or eurocurrency market on or about eleven o'clock
(11:00) a.m. London time two London Business Days prior to the commencement
of the requested Interest Period in an amount substantially equal to the
outstanding principal amount of the LIBO Rate Loan requested for a maturity
of comparable duration to the Interest Period.
"LIBO RATE LOAN" shall mean a Loan made at Adjusted LIBO Rate plus the
LIBO Rate Margin, pursuant to a request for advance made under Section 2.4
herein.
_________________________
* This redacted material has been omitted pursuant to a request for
confidential treatment and the material has been filed separately.
Amendment No. 6 to
Credit Agreement May 4, 1998
2
"LIBO RATE MARGIN" shall mean the percentage listed in the following
table.
LEVERAGE RATIO* LIBO RATE MARGIN1 (*)
Less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
Equal to or greater than ______ but less than ______ ________
_________________________
1 In the event that the Revolver Termination Date is not extended
and the Note is to be repaid as described in Section 2.1, the LIBO
Rate Margin shall be increased by ____% during the repayment
period.*
"LONDON BUSINESS DAY" shall mean any Business Day on which the Bank
is open for business and quoting interest rates on United States Dollar
deposits in London, England.
"OPERATING LEASE" shall mean, with respect to any Person, the
aggregate amount which, in accordance with GAAP, is not required to be
reported as a liability on the balance sheet of such Person at such time in
respect of such Person's interest as lessee under an Operating Lease.
"RESERVE PERCENTAGE" shall mean, for any LIBO Rate Loan for any
Interest Period, the daily average of the stated maximum rate (expressed as
a decimal) at which reserves (including any marginal, supplemental, or
emergency reserves) are required to be maintained during such Interest
Period under Regulation D by the Bank against "Eurocurrency liabilities"
(as such term is used in Regulation D) but without benefit of credit
proration, exemptions, or offsets that might otherwise be available to the
Bank from time to time under Regulation D. Without limiting the effect of
the foregoing, the Reserve Percentage shall reflect any other reserves
required to be maintained by the Bank against (1) any category of
liabilities which includes deposits by reference to which the rate for LIBO
Rate Loans is to be determined; or (2) any category of extension of credit
or other assets which include LIBO Rate Loans. The Adjusted LIBO Rate
shall be adjusted on and as of the effective day of any change in the
Reserve Percentage.
"UNRESTRICTED SUBSIDIARY" shall mean WLFC Funding Corporation, T-5,
Inc., T-7, Inc., T-10, Inc., T-12, Inc. and any additional subsidiary named
by Willis after the date hereof with the written consent of the Bank.
_________________________
* This redacted material has been omitted pursuant to a request for
confidential treatment and the material has been filed separately.
Amendment No. 6 to
Credit Agreement May 4, 1998
3
(b) The following definitions are hereby amended and restated in their
entirety to 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 Funds Rate plus ______% 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.(*)
"DEBT" shall mean, as of any date of determination with respect to
Willis, without duplication and determined on a consolidated basis, (i) all
items which in accordance with GAAP would be included in determining total
liabilities as shown on the liability side of a balance sheet of Willis as
of the date on which Debt is to be determined, (ii) all indebtedness of
others with respect to which Willis has become liable by way of a guarantee
or endorsement (other than for collection or deposit in the ordinary course
of business), (iii) all contingent liabilities of Willis, (iv) lease
obligations that, in conformity with GAAP, have been capitalized on Willis'
balance sheet, and (v) the present value of any outstanding Operating
Lease payments (discounted at a rate of 10%), LESS (1) maintenance reserves
and security deposits that are cash backed, and (2) liabilities of
Unrestricted Subsidiaries.
"DEFAULT RATE" on any Loan shall mean two percent (2.0%) per annum
above the rate then applicable to each Loan or portion thereof.
"LOAN" or "LOANS" shall mean LIBO Rate or Base Rate Revolving Credit
Loan or Loans.
"NET WORTH" shall mean the sum of capital stock, plus paid-in capital,
plus retained earnings, minus treasury stock and minus the net worth of any
Unrestricted Subsidiaries.
2. SECTION 2.1 OF THE AGREEMENT. The second paragraph of Section 2.1 of
the Agreement is hereby amended and restated in its entirety to read as follows:
"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 shall
bear interest at (i) the Base Rate plus the Base Rate Margin, (ii)
Adjusted LIBO Rate plus the LIBO Rate Margin or (iii) some combination
of the foregoing, as requested by Willis, subject to the terms and
conditions hereof including the requirements concerning minimum Loan
requests and the requirements that (i) no request may be made which
would require more than one interest rate option or more than one
Interest Period to apply to Loans made on any single date, and (ii),
in the case of LIBO Rate Loans, (a) not more than
_________________________
* This redacted material has been omitted pursuant to a request for
confidential treatment and the material has been filed separately.
Amendment No. 6 to
Credit Agreement May 4, 1998
4
five such Loans may be outstanding at any one time, and (b) no LIBO Rate
Loan may have an Interest Period extending beyond the Revolver Termination
Date. Revolving Credit Loans at the occasion of each borrowing (and each
conversion of LIBO Rate Loans into Base Rate Loans) shall be in aggregate
principal amounts at least equal to $150,000 or, if less, the remaining
unused amount of the Revolving Loan Commitment. Each LIBO Rate Loan when
made (and each conversion of Base Rate Loans into LIBO Rate Loans) shall be
in an amount at least equal to $3,000,000 or, if greater, then in such
minimum amount plus $100,000 multiples. 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."
3. SECTION 2.4 OF THE AGREEMENT. Section 2.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"2.4 FUNDING PROCEDURES.
(a) REQUESTS FOR ADVANCE. Each request for a Loan shall be made not
later than 2:00 p.m. on a Business Day by delivery to the Bank of a written
request signed by Willis or in the alternative a telephone request followed
promptly by written confirmation of the request. No request shall be
effective until actually received in writing by the Bank. Willis may not
request more than three advances per week.
A request for Revolving Credit Loans or a conversion or renewal shall
be delivered to the Bank (A) at least one Business Day, in the case of Base
Rate Loans and (B) three London Business Days, in the case of LIBO Rate
Loans, prior to the date on which such Loan is desired. The request shall
state (i) the date of such Borrowing, conversion or renewal, which shall be
a Business Day or, in the case of LIBO Rate Loans, a London Business Day,
(ii) the amount of such Borrowing, conversion or renewal, (iii) whether the
Loans comprising such Borrowing are to be Base Rate Loans or LIBO Rate
Loans and (iv) in the case of LIBO Rate Loans, the duration of the Interest
Period applicable thereto. Each request for advance shall be for Loans at
a single interest rate option.
(b) IRREVOCABILITY. Upon receipt of a request for a Loan and if the
conditions precedent provided herein shall be satisfied at the time of such
request, the request for a Loan shall not be revocable by Willis.
(c) AVAILABILITY OF FUNDS. In the case of a borrowing, the Bank will
make funds immediately available to Willis on the date of each Loan by a
credit to the account of Willis at the Bank's address set forth opposite
its name on the signature page hereof."
Amendment No. 6 to
Credit Agreement May 4, 1998
5
4. SECTION 2.5 OF THE AGREEMENT. Section 2.5 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"2.5 INTEREST RATES.
(a) BASE RATE LOANS. Each Base Rate Loan shall bear interest on the
unpaid principal balance thereof from day to day at a rate per annum which
at all times shall be equal to the Base Rate plus the Base Rate Margin.
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 ______ annum.(*)
(b) LIBO RATE LOANS. Each LIBO Rate Loan shall bear interest from
its effective date on the unpaid principal amount thereof at Adjusted LIBO
Rate plus the LIBO Rate Margin. Interest on LIBO Rate Loans shall be
computed on the basis of a year of 360 days, for the actual days elapsed,
and shall be payable on the last day of the applicable Interest Period.
(c) CONVERSION TO BASE RATE. Unless Willis shall have elected in
accordance with the provisions of Section 2.4 or this Section 2.5 that LIBO
Rate apply to the one, two or three month period immediately succeeding a
particular Interest Period, upon the termination of such Interest Period
the applicable Loan shall bear interest at the Base Rate plus the Base Rate
Margin until such time as Willis elects to request a new LIBO Rate Loan for
a subsequent Interest Period.
(d) RENEWALS AND CONVERSIONS. Willis shall have the right to convert
Base Rate Loans into LIBO Rate Loans, and vice versa, and to renew LIBO
Rate Loans from time to time, provided that: (i) Willis shall give Bank
notice of each permitted conversion or renewal; (ii) LIBO Rate Loans may be
converted or renewed only as of the last day of the applicable Interest
Period for such Loans; (iii) without the consent of the Bank, no Base Rate
Loan may be converted into a LIBO Rate Loan, and no Interest Period may be
renewed if on the proposed date of conversion an Event of Default, or
Potential Default exists or would thereby occur. The Bank shall use its
best efforts to notify Willis of the effectiveness of such conversion or
renewal, and the new interest rate to which the converted or renewed Loan
is subject, as soon as practicable after the conversion; provided, however,
that any failure to give such notice shall not affect Willis' obligations
or the Bank's rights and remedies hereunder in any way whatsoever.
(e) INTERIM PAYMENTS AT BASE RATE. If at any time Willis requests
that Adjusted LIBO Rate plus the LIBO Rate Margin be applicable to a Loan
for a particular Interest Period and a payment of principal is due within
such period (other than on the last day of such Interest Period), only that
portion of that Loan equal to the outstanding principal amount of the Loan
less the principal installment due during such period shall bear interest
at Adjusted LIBO Rate
_________________________
* This redacted material has been omitted pursuant to a request for
confidential treatment and the material has been filed separately.
Amendment No. 6 to
Credit Agreement May 4, 1998
6
plus the LIBO Rate Margin for such Interest Period. The portion of that
Loan equal to the principal installment due during such period shall bear
interest at the Base Rate plus the Base Rate Margin."
5. SECTION 2.8 OF THE AGREEMENT. Section 2.8 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"2.8 VOLUNTARY PREPAYMENTS.
(a) BASE RATE LOANS. On one Business Day's notice to the Bank,
Willis may, without penalty, at its option, prepay any Base Rate Loan in
whole at any time or in part from time to time, provided that each partial
prepayment shall be in the minimum principal amount of $150,000 or, if
greater, then in multiples thereof and, if less than $150,000 shall be
outstanding, in principal amount equal to amount remaining outstanding.
Notwithstanding the foregoing, prepayments may be made in connection with
the release of collateral as provided in Section 9.3, which prepayments
shall not be subject to the requirements of the previous sentence.
(b) LIBO RATE LOANS. On three London Business Days' notice to the
Bank, Willis may, without penalty, at its option, prepay any LIBO Rate Loan
in whole at any time or in part from time to time, provided that each
partial prepayment shall be in the minimum principal amount of $1,000,000
or, if greater, then in multiples of $100,000 and, if less than $1,000,000
shall be outstanding, in principal amount equal to amount remaining
outstanding provided that if it shall prepay a LIBO Rate Loan prior to the
last day of the applicable Interest Period, or shall fail to borrow any
LIBO Rate Loan on the date such Loan is to be made, it shall pay to the
Bank, in addition to the principal and interest then to be paid in the case
of a prepayment, on such date of prepayment, the Additional Amount incurred
or sustained by the Bank as a result of such prepayment or failure to
borrow as provided in Section 2.9(e)."
6. SECTION 2.9 OF THE AGREEMENT. Section 2.9 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"SECTION 2.9. PAYMENTS.
(a) ACCRUED INTEREST. Accrued interest on all Base Rate Loans shall
be due and payable on the first Business Day of each calendar month.
Interest on LIBO Rate Loans shall be payable on the last day of the
applicable Interest Period. Each Revolving Credit Loan shall mature as
provided in Section 2.1.
(b) FORM OF PAYMENTS, APPLICATION OF PAYMENTS, PAYMENT
ADMINISTRATION, ETC. All payments of principal, interest, fees, or other
amounts payable by Willis hereunder shall be applied to the Loans in such
order and to such extent as shall be specified by Willis by written notice
to the Bank at the time of such payment or prepayment. Such payments shall
be remitted to the Bank at the address set forth opposite its name on the
signature page hereof or at such office or account as the Bank shall
specify to Willis, in immediately available funds not later than 2:00 p.m.
on the day when due. Whenever any payment is stated as due on a day which
is not a Business Day, the maturity of such payment shall, except as
otherwise provided in the definition of "Interest Period," be extended to
the next succeeding Business Day and interest and commitment fees shall
continue to accrue during such extension. Willis authorizes the Bank to
deduct from any account of Willis maintained at the Bank or over which the
Bank
Amendment No. 6 to
Credit Agreement May 4, 1998
7
has control any amount payable under this Agreement, the Note or any
other Loan Document which is not paid in a timely manner. The Bank's
failure to deliver any bill, statement or invoice with respect to amounts
due under this Section or under any Loan Document shall not affect Willis's
obligation to pay any installment of principal, interest or any other
amount under this Agreement when due and payable.
(c) DEMAND DEPOSIT ACCOUNT. Willis shall maintain at least one
demand deposit account with the Bank for purposes of this Agreement.
Willis authorizes the Bank to deposit into said account all amounts to be
advanced to Willis hereunder. Further, Willis authorizes the Bank (but the
Bank shall not be obligated) to deduct from said account, or any other
account maintained by Willis at the Bank, any amount payable hereunder on
or after the date upon which it is due and payable. Such authorization
shall include but not be limited to amounts payable with respect to
principal, interest, fees and expenses.
(d) NET PAYMENTS. All payments made to the Bank by Willis hereunder,
under any Note or under any other Loan Document will be made without set
off, counterclaim or other defense.
(e) PAYMENT OF ADDITIONAL AMOUNT. If any principal of a LIBO Rate
Loan shall be repaid (whether upon prepayment, reduction of the Revolving
Loan Commitment after acceleration or for any other reason) or converted to
a Base Rate Loan prior to the last day of the Interest Period applicable to
such LIBO Rate Loan or if Willis fails for any reason to borrow a LIBO Rate
Loan after giving irrevocable notice pursuant to Section 2.4, it shall pay
to the Bank, in addition to the principal and interest then to be paid,
such additional amounts as may be necessary to compensate the Bank for all
direct and indirect costs and losses (including losses resulting from
redeployment of prepaid or unborrowed funds at rates lower than the cost of
such funds to the Bank, and including lost profits incurred or sustained by
the Bank) as a result of such repayment or failure to borrow (the
"Additional Amount"). The Additional Amount (which the Bank shall take
reasonable measures to minimize) shall be specified in a written notice or
certificate delivered to Willis by the Bank in the form provided by the
Bank sustaining such costs or losses. Such notice or certificate shall
contain a calculation in reasonable detail of the Additional Amount to be
compensated and shall be conclusive as to the facts and the amounts stated
therein, absent manifest error."
7. SECTION 2.10 OF THE AGREEMENT. Section 2.10 of the Agreement is hereby
inserted to read as follows:
"SECTION 2.10. CHANGE IN CIRCUMSTANCES, YIELD PROTECTION.
(a) CERTAIN REGULATORY CHANGES. If any Regulatory Change or
compliance by the Bank with any request made after the date of this
Agreement by the Board of Governors of the Federal Reserve System or by any
Federal Reserve Bank or other central bank or fiscal, monetary or similar
authority (in each case whether or not having the force of law) shall (i)
impose, modify or make applicable any reserve, special deposit, Federal
Deposit Insurance Corporation premium or similar requirement or imposition
against assets held by, or deposits in or for the account of, or loans made
by, or any other acquisition of funds for loans or advances by, the Bank;
(ii) impose on the Bank any other condition regarding the Notes; (iii)
subject the Bank to, or cause the withdrawal or termination of any
previously granted exemption with respect to, any tax (including any
withholding tax but not including any income
Amendment No. 6 to
Credit Agreement May 4, 1998
8
tax not currently causing the Bank to be subject to withholding) or any
other levy, impost, duty, charge, fee or deduction on or from any
payments due from Willis; or (iv) change the basis of taxation of
payments from Willis to the Bank (other than by reason of a change in
the method of taxation of the Bank's net income); and the result of any
of the foregoing events is to increase the cost to the Bank of making or
maintaining any Loan or to reduce the amount of principal, interest or
fees to be received by Willis hereunder in respect of any Loan, the Bank
will immediately so notify Willis. If the Bank determines in good faith
that the effects of the change resulting in such increased cost or
reduced amount cannot reasonably be avoided or the cost thereof
mitigated, then upon notice by the Bank to Willis, Willis shall pay to
the Bank on each interest payment date of the Loan, such additional
amount as shall be necessary to compensate the Bank for such increased
cost or reduced amount.
(b) CAPITAL ADEQUACY. If the Bank shall determine that any
Regulation regarding capital adequacy or the adoption of any Regulation
regarding capital adequacy, which Regulation is applicable to Banks (or
their holding companies) generally and not such Bank (or its holding
company) specifically, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank (or its holding company)
with any such request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or
comparable agency, has the effect of reducing the rate of return on the
Bank's capital as a consequence of its obligations hereunder to a level
below that which the Bank could have achieved but for such adoption, change
or compliance (taking into consideration the Bank's policies with respect
to capital adequacy) by an amount deemed by the Bank to be material, Willis
shall promptly pay to the Bank for the account of the Bank, upon the demand
of the Bank, such additional amount or amounts as will compensate the Bank
for such reduction.
(c) ABILITY TO DETERMINE LIBO RATE. If the Bank shall determine
(which determination will be, in the absence of fraud or manifest error,
conclusive and binding upon all parties hereto) that by reason of abnormal
circumstances affecting the interbank eurodollar or applicable eurocurrency
market adequate and reasonable means do not exist for ascertaining LIBO
Rate to be applicable to the requested LIBO Rate Loan or that eurodollar or
eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans
are not obtainable on reasonable terms, the Bank shall give notice of such
inability or determination by telephone to Willis at least two Business
Days prior to the date of the proposed Loan and thereupon the obligations
of the Bank to make, convert other Loans to, or renew such LIBO Rate Loan
shall be excused, subject, however, to the right of Willis at any time
thereafter to submit another request.
(d) YIELD PROTECTION. Determination by the Bank for purposes hereof
of the effect of any Regulatory Change or other change or circumstance
referred to above on its costs of making or maintaining Loans or on amounts
receivable by it in respect of the Loans and of the additional amounts
required to compensate the Bank in respect of any additional costs, shall
be made in good faith and shall be evidenced by a certificate, signed by an
officer of the Bank and delivered to Willis, as to the fact and amount of
the increased cost incurred by or the reduced amount accruing to the Bank
owing to such event or events. Such certificate shall be prepared in
reasonable detail and shall be conclusive as to the facts and amounts
stated therein, absent manifest error.
Amendment No. 6 to
Credit Agreement May 4, 1998
9
(e) NOTICE OF EVENTS. The Bank will notify Willis of any event
occurring after the date of this Agreement that will entitle the Bank to
compensation pursuant to this Section as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation.
Said notice shall be in writing, shall specify the applicable Section or
Sections of this Agreement to which it relates and shall set forth the
amount or amounts then payable pursuant to this Section. Willis shall pay
the Bank the amount shown as due on such notice within 10 days after its
receipt of the same."
8. SECTION 2.11 OF THE AGREEMENT. Section 2.11 of the Agreement is hereby
inserted to read as follows:
"SECTION 2.11.ILLEGALITY. Notwithstanding any other provision in this
Agreement, if the adoption of any applicable Regulation, or any change
therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank, or comparable agency charged with
the interpretation or administration thereof, or compliance by the Bank
with any request or directive (whether or not having the force of law) of
any such authority, central bank, or comparable agency shall make it
unlawful or impossible for the Bank to (1) maintain its Revolving Loan
Commitment, then upon notice to Willis by the Bank, the Revolving Loan
Commitment shall terminate; or (2) maintain or fund its LIBO Rate Loans,
then upon notice to the Willis of such event, Willis' outstanding LIBO Rate
Loans shall be converted into Base Rate Loans."
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
Amendment No. 6 to
Credit Agreement May 4, 1998
10
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
Amendment No. 6 to
Credit Agreement May 4, 1998
11