OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS OR OBLIGATIONS UNDER THIS AMENDMENT OR OF SUCH PROVISION OR
OBLIGATION IN ANY OTHER JURISDICTION. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE PARTIES HEREBY WAIVE ANY PROVISION OF LAW WHICH RENDERS ANY PROVISION HEREOF
PROHIBITED OR UNENFORCEABLE IN ANY RESPECT.
SECTION 13.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS (AND BY DIFFERENT PARTIES ON SEPARATE COUNTERPARTS), EACH OF WHICH
SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT. EXECUTION AND DELIVERY OF THIS AMENDMENT BY FACSIMILE
TRANSMISSION SHALL CONSTITUTE EXECUTION AND DELIVERY OF THIS AMENDMENT FOR ALL
PURPOSES, WITH THE SAME FORCE AND EFFECT AS EXECUTION AND DELIVERY OF AN
ORIGINALLY MANUALLY SIGNED COPY THEREOF.
SECTION 14.
HEADINGS; BINDING EFFECT. THE HEADINGS OF THE SEVERAL SECTIONS OF
THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT
THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AMENDMENT. THE PROVISIONS
OF THIS AMENDMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS.
SECTION 15.
CONSULTATION WITH ADVISORS.
THE BORROWER ACKNOWLEDGES THAT IT HAS
CONSULTED WITH COUNSEL AND WITH SUCH OTHER EXPERTS AND ADVISORS AS IT HAS DEEMED
NECESSARY IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS
AMENDMENT. THIS AMENDMENT SHALL BE CONSTRUED WITHOUT REGARD TO ANY PRESUMPTION
OR ANY RULE REQUIRING THAT IT BE CONSTRUED AGAINST THE PARTY CAUSING THIS
AMENDMENT OR ANY PART HEREOF TO BE DRAFTED.
SECTION 16.
ENTIRE AGREEMENT.
THIS AMENDMENT SETS FORTH THE ENTIRE
5
UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO IN RELATION TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ANY PRIOR NEGOTIATIONS AND AGREEMENTS AMONG THE
PARTIES RELATIVE TO SUCH SUBJECT MATTER. NONE OF THE TERMS OR CONDITIONS OF THIS
AMENDMENT MAY BE CHANGED, MODIFIED, WAIVED OR CANCELED, ORALLY OR OTHERWISE,
EXCEPT AS PROVIDED IN THE CREDIT AGREEMENT.
[Remainder of page intentionally left blank; signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first above written.
BORROWER:
WILLIS LEASE FINANCE CORPORATION,
By:
/s/ Robert M. Warwick
Name:
Robert M. Warwick
Title:
Executive Vice President
Chief Financial Officer
SIGNATURE PAGE TO FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND JOINDER AGREEMENT
AGENTS:
FORTIS BANK (NEDERLAND) N.V.,
as Structuring Agent and Security Agent
By:
/s/ J.F.G.M. Wolfhagen
Name: J.F.G.M. Wolfhagen
Title: Director Portfolio Riskmanagement
By:
/s/ M.H. Schipper
Name: M.H. Schipper
Title:
SIGNATURE PAGE TO FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND JOINDER AGREEMENT
NATIONAL CITY BANK,
as Administrative Agent, Successor Agent and Swing Line Lender
By:
/s/ Christos Kytzidis
Name: Christos Kytzidis
Title: Senior Vice President
SIGNATURE PAGE TO FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND JOINDER AGREEMENT
BANKS:
CALYON NEW YORK BRANCH,
as Additional Bank
By:
/s/ Brian Bolotin
Name: Brian Bolotin
Title: Managing Director
By:
/s/ Charles Moran