Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On June 4, 2014, the Company entered into a Second Amended and Restated Credit
Agreement dated as of June 4, 2014 (the "Credit Agreement") among: the Company;
Union Bank, N.A., as Administrative Agent, Swing Line Lender, Security Agent,
Joint Lead Arranger and Joint Bookrunner; Wells Fargo Bank, National
Association, as Co-Syndication Agent; Wells Fargo Securities, LLC, as Joint Lead
Arranger and Joint Bookrunner; Bank of America N.A., as Co-Syndication Agent;
Merrill Lynch, Pierce, Fenner And Smith Incorporated, as Joint Lead Arranger and
Joint Bookrunner; U.S. Bank National Association, as Documentation Agent, Joint
Lead Arranger and Joint Bookrunner; Deutsche Bank AG, New York Branch, as Senior
Managing Agent; and the various lenders party to the Credit Agreement. This
Credit Agreement refinances the loans outstanding under the Company's existing
Amended and Restated Credit Agreement, dated as of November 18, 2011 among the
Company, Union Bank, N.A., as Administrative Agent and Security Agent and
certain banks named therein. The new credit facility is available to finance
the acquisition of aircraft and aircraft engines and related equipment as well
as for general working capital purposes.
The Credit Agreement provides a $700 million revolving credit facility for a
term of five years and is secured by substantially all of the Company's assets.
Total availability under the Credit Agreement is subject to a borrowing base
calculation that includes specified percentages of the net book value of
eligible aircraft engines, airframes, related equipment and other fixed assets
ancillary to the service of aircraft or engines.
At the Company's option, loans under the Credit Agreement will bear interest at
either the base rate or LIBOR, plus, in each case, an applicable interest
margin. The base rate will be equal to the highest of (1) the "Reference Rate"
of Union Bank, N.A., as published from time to time, (2) the Federal Funds Rate,
as published by the Federal Reserve Bank of New York, plus 0.50%, and (3) the
one-month LIBOR rate plus 1.50%. The applicable margin for loans under the
Credit Agreement ranges from zero to 2.25% per annum in the case of base rate
loans and from 1.50% to 3.50% in the case of LIBOR loans, in each case based
upon the Leverage Ratio (as defined in the Credit Agreement) for the Company and
its subsidiaries. The initial applicable margin for loans under the Credit
Agreement will be 1.25% in the case of base rate loans, and 2.50% in the case of
The Credit Agreement contains certain usual and customary affirmative and
negative covenants which include, among others, financial covenants and
limitations on liens, additional indebtedness, further negative pledges,
investments, payment of dividends, mergers and restricted payments. The
financial covenants include maintenance of a maximum consolidated leverage ratio
and a minimum consolidated fixed charge coverage ratio. The Credit Agreement
also contains usual and customary events of default, including, among others:
non-payment of principal, interest, fees and other amounts; material breach of a
representation or warranty; non-performance of covenants and obligations;
default on other material debt; bankruptcy or insolvency; material judgments;
material adverse changes; and change in control.
Item 7.01 Regulation FD Disclosure
On June 4, 2014, the Company issued a Press Release in connection with the
matters described above. A copy of this Press Release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements & Exhibits
The Company hereby furnishes the following exhibit pursuant to Item 7.01,
"Regulation FD Disclosure".
Exhibit No. Description
99.1 Press Release issued by Willis Lease Finance Corporation, dated
June 4, 2014.