0001104659-06-054841 Sample Contracts

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 14th, 2006 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • California

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of May 30, 2006 and amends in certain respects that Amended and Restated Credit Agreement, dated as of June 29, 2004, by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Borrower”), each of the financial institutions that is, or pursuant to the terms thereof may become, a party as a Bank thereto (collectively, the “Banks”), NATIONAL CITY BANK, as Administrative Agent for the Banks (the “Administrative Agent”), and FORTIS BANK (NEDERLAND) N.V., as Structuring Agent and Security Agent for the Banks, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of September 24, 2004, that certain Second Amendment to Amended and Restated Credit Agreement, dated as of December 9, 2004, that certain Third Amendment to Amended and Restated Credit Agreement and Waiver, dated as of November 11, 2005, and that certain Fourth Amendment to Amen

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WILLIS LEASE FINANCE CORPORATION, as Borrower,
Credit Agreement • August 14th, 2006 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • England

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2006 (this “Agreement”), by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Borrower”), each of the financial institutions that is or, pursuant to the terms hereof, may become a party hereto as a lender (individually, a “Bank”, and collectively, the “Banks”), NATIONAL CITY BANK (“NCB”), as Administrative Agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and swing line lender (the “Swing Line Lender”) and FORTIS BANK (NEDERLAND) N.V. (“Fortis”), as Structuring Agent and Security Agent (the “Security Agent”) for the Banks. The Administrative Agent and the Security Agent are sometimes hereinafter referred to collectively as the “Agents”, and individually as an “Agent.”

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