AND
INSTRUMENTS AS ANY PARTY HERETO MAY REASONABLY REQUIRE TO CARRY INTO EFFECT THE
PURPOSES OF THIS AMENDMENT.
8.
COSTS AND EXPENSES.
THE BORROWER HEREBY AGREES TO PAY ALL COSTS
AND EXPENSES OF THE ADMINISTRATIVE AGENT (INCLUDING ATTORNEYS' FEES AND
EXPENSES) INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION
AND DELIVERY OF THIS AMENDMENT.
2
9.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO CALIFORNIA OR FEDERAL PRINCIPLES OF CONFLICTS OF LAWS.
10.
SEVERABILITY.
THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY IN
ANY JURISDICTION OF ANY PROVISION IN OR OBLIGATION UNDER THIS AMENDMENT SHALL
NOT AFFECT 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.
11.
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.
THIS AMENDMENT SHALL BE EFFECTIVE UPON
THE RECEIPT BY THE ADMINISTRATIVE AGENT OF COUNTERPARTS OF THIS AMENDMENT DULY
EXECUTED BY THE BORROWER, THE AGENTS AND EACH OF THE BANKS.
12.
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.
13.
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.
14.
ENTIRE AGREEMENT.
THIS AMENDMENT SETS FORTH THE ENTIRE
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]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
BORROWER:
WILLIS LEASE FINANCE CORPORATION
By:
/S/
Name: