AMENDMENT NO. 1
to
Credit Agreement
Amendment No. 1, dated July 28, 1997, (the "Amendment") to Credit Agreement,
dated June 12, 1997, (the "Agreement") by and between WIILLIS LEASE FINANCE
CORPORATION, a California corporation ("Xxxxxx") 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, Xxxxxx has requested that CoreStates Bank increase the Revolving Loan
Commitrnent from $15,000,000 to $30,000,000.
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. The dollar amount of the Revolving Loan
Commitment set forth in the first paragraph of ss.2.1 of the Agreement as
"$15,000,000" is hereby deleted and shall be and is hereby replaced by the
dollar amount of "$30,000,000".
2. Section 2.2 of the Agreement. The dollar amount set forth in the first
paragraph of ss.2.2 of the Agreement as "$15,000,000" is hereby deleted and
shall be and is hereby replaced by the dollar amount of "$30,000,000".
3. Section 6.6 of the Agreement. Subsection (2) of ss.6.6 of the Agreement
is hereby amended to read "Xxxxxx may sell individual or small groups of leases
and related equipment from time to time and sell groups of leases and related
equipment in securitization transactions and".
4. 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 $30,000,000 Revolving Credit Note, dated
July 28, 1997, to the Bank, the Bank shall xxxx the
$15,000,000 Revolving Credit Note, dated June 12, 1997, "canceled and replaced
by $30,000,000 Revolving Credit Note, dated July 28, 1997."
5. Exhibit B to the Credit Agreement. Exhibit B to the Agreement shall be
and is hereby amended and restated in its entirety to be as set forth in Exhibit
B attached hereto.
6. Representations and Warranties. Xxxxxx 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.
7. Covenants. Xxxxxx 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.
8. Corporate Authorization and Delivery of Documents. CoreStates shall have
received copies, certified as of the date hereof, of all action taken by Xxxxxx
and any other necessary Person to authorize this Amendment and such other papers
as CoreStates shall require.
9. Affirmation. Xxxxxx 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.
10. 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.
11. 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.
XXXXXX LEASE FINANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
CORESTATES BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
