Exhibit 4.6


 


THIRD
AMENDMENT TO RIGHTS AGREEMENT


 


This THIRD AMENDMENT TO
RIGHTS AGREEMENT, dated as of September 30, 2008 (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, supplemented or otherwise modified, 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 extend the effectiveness of the Rights Agreement through
2018;


 


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 “Expiration Date” in Section 1 of the Rights
Agreement is hereby amended to read in its entirety as follows:


 


1

















 


“Expiration Date” shall mean August 31,
2018.


 


4.     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
August 31, 2018 or the tenth anniversary of the Distribution Date at the
office or agency of the Rights Agent at 59 Maiden Lane, New York, New York
10038, 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.


 


5.     Effective
Date.  This Amendment
is effective as of September 30, 2008.


 


6.     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.


 


7.     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.


 


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


 


2

















 


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 & General 

  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER
  AND 

  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herbert J. Lemmer

  
	
   

  	
  Name: 

  	
  Herbert J. Lemmer

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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