THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

Exhibit 10.35

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this " Amendment and Waiver ") is entered into as of November     , 2005 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, and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of December 9, 2004 (as so amended, the " Credit Agreement ").

W I T N E S S E T H :

         WHEREAS , the Borrower has been advised by its independent certified public accountants, and has so advised the Banks pursuant to an email dated October 21, 2005 (the " Waiver Request "), that there were deficiencies related to the Borrower's documentation of hedge transactions and application of the proper accounting for derivative related transactions under Statement of Financial Accounting Standards No. 133. Consequently, the Borrower is restating its financial statements for Fiscal Years 2003 and 2004, for the Fiscal Quarters ended during Fiscal Years 2003 and 2004, and for the Fiscal Quarters ended March 31, 2005 and June 30, 2005 (collectively, the " Restated Financial Periods ");

         WHEREAS , as a result of the time required to prepare such restated financial statements, the Borrower has been delayed in preparing, and will not be able to timely provide to the Banks, its financial statements for the Fiscal Quarter ended September 30, 2005 (the " September 2005 Financials ");

         WHEREAS , as a result of the deficiencies noted above, the Borrower is in violation of Sections 5.1(a), (b) and (c), and Section 5.11 of the Credit Agreement (the " Existing Violations ");

         WHEREAS, as contemplated in the Waiver Request, the Borrower is requesting that the Administrative Agent and the Banks waive the Existing Violations;

         WHEREAS, pursuant to the Waiver Request Letter and that certain Memorandum dated August 26, 2005, the Borrower has requested that the Agents and the Banks agree to certain amendments to the Credit Agreement; and

         WHEREAS, the Agents and the Banks are willing to grant such waiver and agree to such amendments, but only on and subject to the terms and conditions hereinafter set forth;

         NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

        Section 1.     Defined Terms .    Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement.

        Section 2.     Waiver .    Pursuant to Section 11.2 of the Credit Agreement, and in reliance on the representations and warranties set forth in Section 5 hereof, and subject to the conditions set forth in Section 4 hereof, the Agents and the Banks by their signatures below hereby waive the Existing Violations. In consideration thereof, the Borrower agrees to deliver the September 2005 Financials to the Banks by no later than November 30, 2005, and that its failure to do so shall constitute a breach of Section 5.1(b) of the Credit Agreement.

        Section 3.     Credit Agreement Amendments .    Subject to the satisfaction of the conditions set forth in Section 4 hereof, effective as of the date hereof, the Credit Agreement is hereby amended as follows:

        (a)   The definitions of "EBIT" and "Net Worth" in Section 1.1 are hereby amended and restated in their entirety to read as follows:

•         " EBIT " shall mean the sum of (i) Net Income less any extraordinary gain and plus any extraordinary loss taken into account in the calculation thereof, and in any event without taking into account gains or losses resulting from changes in the fair value of derivative instruments (within the meaning of Statement of Financial Accounting Standards No. 133), plus (ii) amounts deducted for interest expense and income taxes.

          " Net Worth " shall mean, at any particular time, all amounts, in conformity with GAAP, that would be included as stockholders' equity on a consolidated balance sheet of the Willis Companies, excluding gains or losses resulting from changes in the fair value of derivative instruments (within the meaning of Statement of Financial Accounting Standards No. 133), whether or not included in other comprehensive income or Net Income.

        (b)   Section 1.1 is further amended to add the following new definitions to be inserted in the correct alphabetical order:

•         " Adjusted Interest Coverage Ratio " shall mean the ratio of EBIT to interest expense plus rent expenses, in each case of the Willis Companies (excluding any Special Purpose Financing Vehicles).

          " Special Purpose Financing Vehicle " shall mean a Subsidiary or Affiliate (including without limitation, WEST) of the Borrower or other Person owned by or at the request of the Borrower (excluding any Owner Trustee which shall have executed and delivered an Owner Trustee Mortgage) for the sole purpose of holding and/or assigning Engines received directly or indirectly from the Borrower or any of its Subsidiaries and issuing notes or other Debt which are secured by such Engines or other securities representing interests in such Engines, and which Subsidiary or Affiliate or other Person is prohibited by its articles of incorporation or (if it is not a corporation) other organizational documents from engaging in any other business.

          " WEF " shall mean WEST Engine Funding LLC f/k/a Willis Engine Funding LLC, a Delaware limited liability company and a wholly-owned Subsidiary of WEST.

          " WEST " shall mean Willis Engine Securitization Trust, a Delaware business trust, which is the sole member of WEF, and a wholly-owned Subsidiary of the Borrower.

        (c)   The last sentence of Section 2.1(a) (Revolving Loans; Revolving Loan Commitment) is hereby amended and restated to read in its entirety as follows:

• "Notwithstanding the foregoing, the Aggregate Revolving Loan Commitment may be increased at the election of the Borrower to not more than one hundred eighty million ($180,000,000) Dollars by not later than December 31, 2005 through (x) new Revolving Loan Commitments from financial institutions which are not "Banks" on the date hereof and which are acceptable to the Borrower, the Administrative Agent and the Structuring Agent and (y) increased Revolving Loan Commitments from existing Bank(s), and, in any such event, Exhibit A hereto shall be amended to reflect such increase in Aggregate Revolving Loan Commitment and Commitment Percentages by notice from the Administrative Agent to the Banks and the Borrower."

        (d)   Section 7.5 (Minimum Interest Coverage Ratio) is hereby amended and restated in its entirety to read as follows:

•         "7.5     Minimum Interest Coverage Ratio .    (a) From and after the Closing Date, the Interest Coverage Ratio of the Willis Companies (measured at the end of each Fiscal Quarter on a rolling four-quarter basis) will not be less than 1.20:1; provided , however , that EBIT for the Fiscal Quarter

2

• ended September 30, 2005 may be increased by not more than $1.5 million of previously paid (but unamortized) loan fees and expenses incurred in connection with the WEF Funding Facility plus $300,000 of certain rating agency and financial guaranty insurance company fees and expenses incurred in connection with the closing of an asset-backed securitization by WEST, to the extent such fees and expenses are actually expensed during such Fiscal Quarter.

          (b) From and after the Closing Date, the Adjusted Interest Coverage Ratio (measured at the end of each Fiscal Quarter on a rolling four-quarter basis) will not be less than 1.20:1."

        (e)    Exhibit A to the Credit Agreement is deleted in its entirety and Exhibit A to this Amendment and Waiver is hereby substituted in lieu thereof, and Landsbanki Islands hf. is hereby admitted as, and shall be deemed, a "Bank" for all purposes of the Agreement and the other Loan Documents from and after the effective date of this Amendment and Waiver. All notices, requests, demands, directions, declarations and other communications to such Bank for purposes of Section 11.6 of the Agreement shall be deemed effective if sent in accordance with such section to the address of such Bank set forth on its signature page to this Amendment and Waiver.

        Section 4.     Effectiveness .    This Amendment and Waiver shall be effective upon the fulfillment (to the satisfaction of the Administrative Agent) of each of the following conditions precedent:

        (a)   Receipt by the Administrative Agent of counterparts to this Amendment and Waiver executed by the Borrower, the Administrative Agent, the Structuring Agent, the Security Agent and the Banks;

        (b)   Receipt by each of City National Bank and Landsbanki Islands hf. of a Revolving Credit Note, duly executed by the Borrower and completed in the principal amount of the Revolving Loan Commitment of each such Bank as set forth on Exh