Exhibit 10.10
AMENDMENT No. 2 TO LOAN AND
AIRCRAFT SECURITY AGREEMENT (S/N 3004)
This Amendment No. 2 is dated
February 14, 2007 and amends the Loan and Aircraft Security
Agreement (S/N 3004) dated as of October 29, 2004, as amended
(the “Agreement”), entered into by and between
Banc of America Leasing & Capital, LLC (formerly known as
Fleet Capital Corporation), as lender,
(“Lender”) and Willis Lease Finance Corporation,
a Delaware corporation, as customer,
(“Customer”).
RECITALS
A.
Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Loan.
B.
Lender and Customer entered into
that certain Loan and Certificate of Acceptance dated as of
October 29, 2004 (collectively the “Loan”), which
document was recorded as one document with the Federal Aviation
Administration (“FAA”) on November 30, 2004
and assigned conveyance number M005128 regarding a certain Canadair
Ltd. Model CL-600 (Challenger 601-1A) aircraft bearing U.S.
Registration Mark N45PH and manufacturer’s serial number 3004
(the “Aircraft”), as amended by Loan Amendment
No. 1 (“Amendment No.1”) dated December 9,
2004. The Loan and Amendment No. 1 are collectively referred
to hereafter as the “Agreement”;
C.
Pursuant to the Agreement, Customer
is required to maintain a comprehensive aircraft liability
insurance policy against bodily injury or property damage claims
including, without limitation, contractual liability, premises
damage, public liability, death and property damage liability,
public and passenger legal liability coverage in an amount not less
than $200,000,000.00 for each single occurrence;
D.
Customer has requested that Lender
consent to a reduction in the combined liability for bodily injury
and property damage including passenger, premises, contractual and
war risk and allied perils coverage from $200,000,000.00 to
$150,000,000.00 for each occurrence; and,
E.
Lender has given its consent to
Customer’s request and has agreed to amend the
Loan.
NOW, THEREFORE, in consideration of
the premises and the