Exhibit 4.7


 


CERTIFICATE
OF DESIGNATIONS


 


OF


 


SERIES A
JUNIOR PARTICIPATING

PREFERRED STOCK


 


(Par Value $.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, President and Chief Executive Officer, and Rae A. Capps, Esq., Senior
Vice President, General Counsel and 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:


 


That pursuant to the
authority conferred upon the Board of Directors of the Company (the “Board
of Directors”) by the Certificate of Incorporation of the Company (the “Certificate
of Incorporation”), and in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware, as amended (the “GCL”),
the Board of Directors, on September 14, 1999, adopted the following
resolution creating a series of its Preferred Stock, par value $.01 per share:


 


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 A
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:


 


Section 1.  Designation and Amount.  The shares of such series shall be designated
as “Series A Junior Participating Preferred Stock” and the number of
shares constituting such series so designated shall be 200,000 (the “Series A
Preferred Stock”).  Such number of
shares may be increased or decreased by resolution of the Board of Directors; provided,
however, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Series A
Preferred Stock.


 

















 


Section 2. 
Dividends and Distributions.


 


(a)                                  Subject to the rights of the holders of
any shares of any series of Preferred Stock (or any similar stock) ranking prior
and superior to the Series A Preferred Stock with respect to dividends,
the holders of shares of Series A Preferred Stock, in preference to the
holders of shares of Common Stock, par value $.01 per share (the “Common
Stock”), of the Company, and of any other junior stock, shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (each
such date being referred to herein as a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in
an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25
per share ($1.00 per annum) or (ii) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock.  In the event the Company shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such event the amount to which
the holder of each share of Series A Preferred Stock was entitled
immediately prior to such event under clause (ii) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
outstanding immediately prior to such event.


 


(b)                                 The Company shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph (a) of
this Section 2 immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common Stock); provided,
however, that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.25 per share ($1.00 per annum) on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.


 


(c)                                  Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which event dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend 


 


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Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. 
Accrued but unpaid dividends shall cumulate but shall not bear
interest.  Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may
fix a record date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


 


Section 3.  Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:


 


(a)                                  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Company.  In the
event the Company shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock outstanding immediately prior to
such event.


 


(b)                                 Except as otherwise provided herein, in
the Company’s Certificate of Incorporation, as amended (the “Charter”),
in any other certificate of designations creating a series of Preferred Stock
or any similar stock or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any other capital
stock of the Company having general voting rights shall vote together as one
class on all matters submitted to a vote of stockholders of the Company.


 


(c)                                  Except as set forth herein, or as
otherwise provided by law, holders of Series A Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.


 


Section 4.  Certain Restrictions.


 


(a)                                  Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not authorized or declared, on
shares of Series A Preferred Stock outstanding shall have been paid in
full, the Company shall not, directly or indirectly:


 


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                                                                                                                                     (i)                        authorize, declare or pay dividends on, or make any
other distributions with respect to, any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;


 


                                                                                                                                  (ii)                        authorize, declare or pay dividends on, or make any
other distributions with respect to, any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;


 


                                                                                                                               (iii)                        redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Company may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Company ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; or


 


                                                                                                                              (iv)                        redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.


 


(b)                                 The Company shall not permit any
subsidiary of the Company to purchase or otherwise acquire for consideration,
directly or indirectly, any shares of stock of the Company unless the Company
could, under paragraph (a) of this Section 4, purchase or
otherwise acquire such shares at such time and in such manner.


 


Section 5.  Reacquired Shares.  Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof.  All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Charter, in any other
certificate of designations creating a series of Preferred Stock or any similar
stock or as otherwise required by law.


 


Section 6.  Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding
up of the Company, no distribution shall be made to:  (i) the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received the greater of (A) $100.00
per share ($1.00 per one one-hundredth of a share), plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (B) an aggregate amount per
share, subject to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share of Common Stock to
holders thereof; or (ii) the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with 


 


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the Series A
Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.  In the event
the Company shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such event the
aggregate amount to which each holder of a share of Series A Preferred
Stock was entitled immediately prior to such event under clause (i) of
the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock outstanding immediately prior to such event.


 


Section 7.  Consolidation, Merger or Other.  In the event the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property or otherwise changed, then in any such event each
share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged.  In the event the Company shall
at any time declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such event the amount set forth
in the preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock outstanding immediately prior to such event.


 


Section 8.  No Redemption.  The shares of Series A Preferred Stock
shall not be redeemable.


 


Section 9.  Rank. 
The Series A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series or
classes of the Company’s Preferred Stock whether issued before or after the
issuance of the Series A Preferred Stock.


 


Section 10.  Amendment.  The Charter shall not be amended in any
manner that would materially alter or change the powers, preferences or special
rights of the Series A Preferred Stock, as set forth herein, so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.


 


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IN WITNESS WHEREOF, this
Certificate is executed on behalf of the Company by its President and Chief
Executive Officer and attested by its Corporate Secretary this 1st day of
October, 1999.


 


	
   

  	
  WILLIS LEASE FINANCE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles F. Willis,
  IV

  
	
   

  	
   

  	
  Name:

  	
  Charles F. Willis, IV

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  



 


	
  Attest:

  
	
   

  
	
  By:

  	
  /s/ Rae A.
  Capps, Esq.

  	
   

  
	
   

  	
  Name:

  	
  Rae A. Capps, Esq.

  
	
   

  	
  Title:

  	
  Senior Vice President,
  General

  
	
   

  	
   

  	
  Counsel and Corporate
  Secretary

  
				



 


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