Exhibit
4.5


 


SECOND
AMENDMENT TO RIGHTS AGREEMENT


 


This SECOND AMENDMENT TO
RIGHTS AGREEMENT, dated as of December 15, 2005 (this “Amendment”), is
entered into by and between Willis Lease Finance Corporation, a Delaware
corporation (the “Company”), and American Stock Transfer and Trust Company (the
“Rights Agent”).


 


RECITALS


 


WHEREAS, the Company and
the Rights Agent entered into a Rights Agreement, dated as of September 24,
1999, as amended by the First Amendment to Rights Agreement, by and between the
Company and American Stock Transfer and Trust Company, dated as of November 30,
2000 (the “Rights Agreement”);


 


WHEREAS, Section 27
of the Rights Agreement provides that, in certain circumstances, the Company
may supplement or amend the Rights Agreement in any respect, without the
approval of any holders of Rights, by action of the Company’s Board of
Directors, and the Rights Agent shall execute such supplement or amendment;


 


WHEREAS,
the Company intends to issue a new series of preferred stock to be offered to
the public, which it intends to designate the “Series A Preferred Stock”;


 


WHEREAS,
the Company’s Board of Directors has determined that this Amendment in the best
interests of the Company’s stockholders and has approved the execution and
delivery of this Amendment; and


 


WHEREAS, the Company
desires to modify the terms of the Rights Agreement in certain respects as set
forth herein, and in connection therewith, is entering into this Amendment and
directing the Rights Agent to enter into this Amendment;


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:


 


1.               Effect of
Amendment.  On or after the date upon which the Amendment
becomes effective (the “Effective Date”), each reference in the Rights
Agreement to the term “Agreement,” “hereof,” or “herein” shall be deemed to
refer to the Rights Agreement as amended hereby.  This Amendment and the amendments to the
Rights Agreement effected hereby shall be effective as of the Effective Date
and, except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall otherwise be unaffected hereby.


 


2.               Capitalized
Terms.  All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Rights Agreement.


 


3.               Amendment to Section 1. 
The definition of “Preferred Share” in Section 1 of the Rights
Agreement is hereby amended to read in its entirety as follows:


 


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“Preferred Share” shall
mean one share of the Series I Junior Participating Preferred Stock, par
value $.01 per share, of the Company, which shall have the rights and
preferences set forth in the Certificate of Designations for the Preferred
Shares.


 


4.               Amendment to Exhibit A
to Rights Agreement.  Exhibit A
to the Rights Agreement, entitled “Certificate of Designations of Series A
Junior Participating Preferred Stock  
(Par Value of $.01) of Willis Lease Finance Corporation” (“Exhibit A”)
is hereby amended to read as follows:


 


a.               The title of Exhibit A is hereby
amended to read in its entirety as follows:


 


Certificate
of Designations of Series I Junior Participating Preferred Stock (Par
Value of $.01) of Willis Lease Finance Corporation


 


b.              The third paragraph of the recital in Exhibit A
to the Rights Agreement is hereby amended to read in its entirety as follows:


 


RESOLVED, that pursuant
to the authority conferred upon the Board of Directors of the Company by the
Certificate of Incorporation, the Board of Directors hereby designates 200,000
shares of the preferred stock, par value $.01 per share, of the Company as “Series I
Junior Participating Preferred Stock” (the “Preferred Shares”), and the
powers, designations, preferences and relative, participating, optional and
other rights of the Preferred Shares and the qualifications, limitations and
restrictions thereof, be, and they hereby are, as set forth below:


 


c.               Section 1 through Section 10 of
Exhibit A is hereby amended to replace in each instance the phrase “Series A
Preferred Stock” with the phrase “Series I Preferred Stock.”


 


5.               Amendment
to Exhibit B to Rights Agreement.  The first
paragraph of Exhibit B to the Rights Agreement, entitled “Form of
Right Certificate” is hereby amended to read in its entirety as follows:


 


This certifies that                                               ,
or registered assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement dated as of September 24,
1999, as amended from time to time (the “Rights Agreement”) between
Willis Lease Finance Corporation, a Delaware corporation (the “Company”), and
American Stock Transfer and Trust Company, a trust company organized under the
laws of the State of New York (the “Rights Agent”), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M., California time, on the later of
October 12, 2009 or the 


 


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tenth anniversary of the Distribution Date at the
office or agency of the Rights Agent at 40 Wall Street, 46th Floor, New York,
New York 10005, or at the office of its successors as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series I Junior
Participating Preferred Stock, $.01 par value.


 


6.               Effective Date. 
This Amendment is effective as of December 15, 2005.


 


7.               Governing Law. 
This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of Delaware, without reference to the
conflicts or choice of law principles thereof.


 


8.               Counterparts;
Facsimile Signatures.  This
Amendment may be executed in any number of counterparts (including facsimile
signature) each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.


 


9.               Headings. 
The headings in this Amendment are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed, all as of the
day and year first above written.


 


	
   

  	
  WILLIS LEASE FINANCE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Nord

  
	
   

  	
  Name: 

  	
  Thomas C. Nord

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER
  AND 

  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert J. Lemmer

  
	
   

  	
  Name: 

  	
  Herbert J. Lemmer

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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