0001104659-05-014144 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 31st, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • California

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.

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AMENDMENT No. 1 TO LOAN AND AIRCRAFT SECURITY AGREEMENT
Loan and Aircraft Security Agreement • March 31st, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

This Amendment No. 1 is dated as of December 9, 2004 and amends the Loan and Aircraft Security Agreement (S/N 3004) dated as of October 29, 2004, as amended (the “Loan”), entered into by and between Fleet Capital Corporation, as lender, (“Lender”) and Willis Lease finance Corporation, a Delaware corporation, as customer, (“Customer”).

LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N 3004)
Loan and Aircraft Security Agreement • March 31st, 2005 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N 3004) (together with all Addenda, Riders and Annexes hereto, this “Agreement”) is dated as of October 29, 2004 (the “Closing Date”), by and between WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (“Customer”), and FLEET CAPITAL CORPORATION, a Rhode Island corporation (“Lender”).

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