AMENDMENT NO. 5
Amendment No. 5, dated April 30, 1998, (the "AMENDMENT") to Credit Agreement, dated June 12, 1997 as
amended prior to this date, (the "AGREEMENT") by and between WILLIS LEASE FINANCE
CORPORATION, a California corporation ("WILLIS") and CORESTATES BANK, N.A., a national banking
association ("CORESTATES BANK", "CORESTATES" or the "BANK"). All capitalized terms used herein and
not otherwise defined shall have the respective meanings ascribed to them in the Agreement.
WHEREAS, Willis has requested that CoreStates Bank agree to certain modifications to the Agreement as set
WHEREAS, CoreStates Bank is willing to agree to such request on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter set forth and intending to be
legally bound hereby, the parties hereto agree as follows:
1. SECTION 2.1 OF THE AGREEMENT.
(a) The first and second paragraphs of Section 2.1 of the Agreement are hereby amended and restated in their
entireties to read as follows:
"2.1 THE LOANS. Subject to the terms and conditions herein set forth and in reliance upon the representations,
warranties and covenants contained herein, CoreStates Bank agrees to make revolving credit loans
("REVOLVING CREDIT LOANS") to Willis upon receipt of loan requests therefor in amounts not to exceed at
any time outstanding, in the aggregate, $65,000,000 through June 30, 1998 and $30,000,000 thereafter (such
amount, as the same may be reduced pursuant to
Section 2.7 hereof being hereinafter called the "REVOLVING LOAN COMMITMENT"). For purposes of
determining the amount of Revolving Credit Loans outstanding, the Standby Letters of Credit issued pursuant to
Section 2.2 hereof shall be deemed Revolving Credit Loans and shall be added to the Revolving Credit Loans
outstanding to determine the aggregate Revolving
Credit Loans outstanding. As provided below, Revolving Credit Loans may be requested