WILLIS LEASE FINANCE CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2033308zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

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                                                                   EXHIBIT 10.1

                       FIRST AMENDMENT TO RIGHTS AGREEMENT

      THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), is entered
into by and between WILLIS LEASE FINANCE CORPORATION, a Delaware Corporation
(the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a trust company
organized under the laws of the State of New York, as rights agent (the
"Rights Agent"), and shall be deemed effective as of November 30, 2000 (the
"Effective Date").

                                    RECITALS

      WHEREAS, the Company and the Rights Agent entered into a Rights Agreement
dated September 24, 1999 (the "Rights Agreement") to provide for the
distribution of preferred share purchase rights for each share of Company common
stock outstanding at the Close of Business (as such term is defined in the
Rights Agreement) on October 12, 1999, which rights represent the right to
purchase one one-hundredth of a preferred share of the Company subject to the
terms and conditions set forth in the Rights Agreement;

      WHEREAS, the Company, FlightTechnics LLC, a Delaware limited liability
company (the "Investor") and certain affiliates of the Investor have entered
into an Investment Agreement dated as of November 7, 2000(the "Investment
Agreement") whereby the Company has (i) agreed to issue and sell and the
Investor has agreed to purchase 1,300,000 shares of the Company's common stock
and (ii) subject to the satisfaction of certain conditions set forth in the
Investment Agreement, the Investor has been given the option to purchase between
1,700,000 shares of the Company's common stock and that number of shares that
when added to the 1,300,000 shares already purchased by the Investor, would
equal 34.9% of the total outstanding common stock of the Company;

      WHEREAS, the Company's Board of Directors (the "Board") has determined
that it is fair and in the best interests of the shareholders of the Company to
amend the Rights Agreement to allow the Investor to purchase shares of the
Company's common stock pursuant to the Investment Agreement without triggering
the preferred share purchase rights under the Rights Agreement; and

      WHEREAS, the Board has voted in favor of this Amendment.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, covenants and conditions hereinafter set forth, the parties hereto
agree as follows:

                                    ARTICLE 1

                                    AMENDMENT

      1.1 Amendments to Rights Agreement. The Rights Agreement is hereby amended
as follows:

            (a) The definition of "Exempt Person" in Section 1 of the Rights
Agreement is hereby amended by inserting the text "FlightTechnics, any SAirGroup
Affiliate,"

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immediately after the word "mean" where such word appears on the first line
of such definition and by inserting the text ", provided that FlightTechnics
and any SAirGroup Affiliate shall automatically be removed from the
definition of an Exempt Person if (i) FlightTechnics and any SAirGroup
Affiliate taken as a whole, Beneficially own more than 30% of the Voting
Shares, other than the Voting Shares owned by Charles F. Willis, IV or any of
his Affiliates or Associates (including, without limitation, CFW Partners,
L.P. and Austin Chandler Willis 1995 Irrevocable Trust), of the Company
without having purchased at least an additional 1,700,000 Common Shares at
the Second Closing or (ii) at any time after FlightTechnics purchases at
least an additional 1,700,000 Common Shares at the Second Closing,
FlightTechnics and any SairGroup Affiliate, taken as a whole, Beneficially
Own less than 15% of the Voting Shares of the Company ." immediately after
the second appearance of the term "employee benefit plan" in such definition.

            (b) Section 1 of the Rights Agreement is hereby further amended by
inserting the following definitions in appropriate alphabetical order:

      "Investment Agreement" shall mean the Investment Agreement, dated as of
November 7, 2000, among the Company, FlightTechnics, Flightlease AG, a company
organized under the laws of Switzerland and SR Technics Group, a company
organized under the laws of Switzerland.

      "FlightTechnics" shall mean FlightTechnics LLC, a Delaware limited
liability company.

      "SAirGroup" shall mean SAirGroup AG, a company organized under the laws of
Switzerland.

      "SAirGroup Affiliate" shall mean any affiliate of SAirGroup of which
SAirGroup owns at least a majority of the equity interests and has management
control.

      "Second Closing" shall have the meaning set forth in the Investment
Agreement.

      1.2 Reference to and Effect on Rights Agreement. On and after 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, set forth in
Section 1.1 herein, 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.

                                    ARTICLE 2

                                 MISCELLANEOUS

      2.1 Headings. The headings in this Amendment are intended solely for
convenience and shall not be construed as limiting or expanding the terms of
this Amendment.

      2.2 Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument. All counterparts shall be deemed an original of this
Agreement.

                            [SIGNATURE PAGE FOLLOWS]


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      IN WITNESS WHEREOF, the parties executed this Amendment to be effective as
of the date first written above.

                                              WILLIS LEASE FINANCE
                                              CORPORATION

Attest:  /s/ Brian D. Hanson                  By:  /s/ Charles F. Willis, IV
         ----------------------------            -----------------------------
        Name: Brian D. Hanson                 Name: Charles F. Willis, IV
        Title: Corporate Secretary            Title: President and CEO

                                              AMERICAN STOCK TRANSFER &
                                              TRUST COMPANY, as Rights Agent

Attest:  /s/ Susan Silber                     By:  /s/ Herbert J. Lemmer
         ----------------------------            -----------------------------
        Name: Susan Silber                    Name: Herbert J. Lemmer
        Title: Assistant Secretary            Title: Vice President


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