effect and is hereby ratified and confirmed by
the parties hereto.
SECTION 4. Execution in Counterparts. This Amendment may be executed by the
parties hereto in separate counterparts (including by fax and/or email), each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW
PRINCIPLES; PROVIDED THAT SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
SECTION 6. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING
AGAINST THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY
TRANSACTION CONTEMPLATED HEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT
IN THE CITY AND COUNTY OF NEW YORK, STATE OF NEW YORK AND EACH PARTY HERETO
HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OF
ENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE
PARTIES HERETO HEREBY IRREVOCABLY APPOINT AND DESIGNATES CT CORPORATION SYSTEM,
HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK, 10011, ITS TRUE AND
DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF RECEIVING AND FORWARDING LEGAL
PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREES
THAT SERVICE OF PROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF
SUCH PROCESS ON SUCH PERSON. PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THE DESIGNATION AND APPOINTMENT
OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE MEMBERS AGREEMENT. IF SUCH
AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY DESIGNATE AND
APPOINT ANOTHER SUCH AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO
EVIDENCE IN WRITING OF SUCH OTHER AGENT'S ACCEPTANCE OF SUCH APPOINTMENT.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the date first above written.
CF LEASING LTD.
By:
Peter J. Younger
Name: Peter J. Younger
Title: Director
Amendment No. 7 to Members Agt.
FB AVIATION & INTERMODAL FINANCE
HOLDING B.V.
By:
/s/ J. W. Kuijpers
Name: J. W. Kuijpers
Acting on behalf of FB Corporate Holding
B.V. (director)
By:
/s/ J. Ketelaar
Name: J. Ketelaar
Acting on behalf of FB Corporate Holding
B.V. (director)
Amendment No. 7 to Members Agt.
FB TRANSPORTATION CAPITAL LLC
By:
/s/ M.A.N. van Lacum
Name: M.A.N. van Lacum
Title: Director
By:
/s/ Milton Anderson
Name: Milton Anderson
Title: Managing Director
Amendment No. 7 to Members Agt.
THE CRONOS GROUP
By:
/s/ Dennis J. Tietz
Name: Dennis J. Tietz
Title: Director
Amendment No.