Exhibit 4.8


 


AMENDMENT
NO. 1 TO CERTIFICATE OF DESIGNATIONS

OF SERIES I JUNIOR PARTICIPATING

PREFERRED STOCK


 


(Par Value
$0.01 Per Share)


 


OF


 


WILLIS
LEASE FINANCE CORPORATION


 






 


Pursuant to
Section 151 of the

General Corporation Law of the State of Delaware


 






 


We, Charles F. Willis, IV, as  Chief Executive
Officer, and Thomas C. Nord, Esq., as  Corporate Secretary of Willis
Lease Finance Corporation, a company organized and existing under the General
Corporation Law of the State of Delaware (the “Company”), in accordance
with the provisions of Section 103 thereof, DO HEREBY CERTIFY:


 


1.                                       That pursuant to the authority conferred upon
the Board of Directors of the Company by the Certificate of Incorporation of
the Company and in accordance with the provisions of Section 151(g) of
the General Corporation Law of the State of Delaware, as amended, the Board of Directors, on September 27, 2005,
adopted the following resolution (the “Board Resolution”) redesignating
its Series A Junior Participating Preferred Stock as  Series I
Junior Participating Preferred Stock (the “Preferred Stock”):


 


WHEREAS, Willis Lease
Finance Corporation’s (the “Company”) and American Stock Transfer and Trust
Company (the “Rights Agent”) entered into a Rights Agreement, dated as of September 24,
1999 (the “Rights Agreement”), 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;


 


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, it is deemed in the
best interests of the Company to modify the terms of the Rights Agreement to
change the name of the preferred stock issuable under the Rights Agreement from
the ‘‘Series A Preferred Stock” to the “Series I Preferred Stock,” as
set forth in the Second Amendment to Rights Agreement (the “Second Amendment”),
with such changes that Charles F. Willis


 

















 


IV, Donald A. Nunemaker, Monica J. Burke or Thomas C
Nord (the “Authorized Officers”) shall deem necessary.


 


NOW, THEREFORE, BE IT
RESOLVED, that the Second Amendment be, and hereby is, ratified and adopted in
its entirety.


 


RESOLVED FURTHER, that the
Authorized Officers of the Company be, and each of them hereby is, authorized,
empowered and directed to execute the Second Amendment on behalf of the Company
and in its name.


 


2.                                       No shares of Preferred Stock have been issued
since the Preferred Stock was established on September 14, 1999, as set
forth in the Company’s Certificate of Designations, dated and filed with the
Delaware Secretary of State on October 1, 1999 (the “Original
Certificate of Designations”).


 


3.                                  Pursuant to the Board Resolution, the
Preferred Stock and Original Certificate of Designations is hereby amended as  follows:


 


a.               The title 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 the
Original Certificate of Designations 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 the
Original Certificate of Designations is hereby amended to replace in each
instance the phrase “Series A Preferred Stock” with the phrase “Series I
Preferred Stock.”


 


2

















 


IN WITNESS WHEREOF, Willis Lease Finance Corporation
has authorized and caused this Certificate to be executed by its Chief
Executive Officer and attested to by its Secretary, as of January 30,
2006.


 


	
   

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Charles F. Willis, IV

  
	
   

  	
   

  	
  Charles F. Willis, IV

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  
	
  Attest:

  
	
   

  
	
  By:

  	
  /s/ Thomas C. Nord

  	
   

  
	
   

  	
  Thomas C. Nord

  
	
   

  	
  Secretary