WILLIS LEASE FINANCE CORP
10-Q, 1998-08-10
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               _________________

                                   FORM 10-Q
   (MARK ONE)
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                 For the Quarterly Period Ended June 30, 1998

                                      OR

   [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
             SECURITIES EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER:  0-28774
                               _________________

                       WILLIS LEASE FINANCE CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                               <C>
                 Delaware                                     68-0070656
(State or other jurisdiction of incorporation      (IRS Employer Identification No.)
              or organization)

 2320 Marinship Way, Suite 300, Sausalito, CA                    94965
   (Address of principal executive offices)                    (Zip Code)

</TABLE>

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (415) 331-5281

               180 Harbor Drive, Suite 200, Sausalito, CA  94965
                               (Former Address)
                               _________________

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes /X/ No / /

     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date:

          Title of Each Class                 Outstanding at July 31, 1998
- --------------------------------------     ----------------------------------
     Common Stock, $0.01 Par Value                       7,277,098

<PAGE>

                       WILLIS LEASE FINANCE CORPORATION

                                     INDEX
<TABLE>
<CAPTION>

PART I    FINANCIAL INFORMATION                                  PAGE NO.
                                                                 --------
<S>       <C>                                                    <C>
Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheets
          As of June 30, 1998 and December 31, 1997                   3

          Consolidated Statements of Income                           4
          Three and six months ended June 30, 1998 and 1997

          Consolidated Statements of Shareholders' Equity             5
          Year ended December 31, 1997 and
          six months ended June 30, 1998

          Consolidated Statements of Cash Flows                       6
          Six months ended June 30, 1998 and 1997

          Notes to Consolidated Financial Statements                  7

Item 2.   Management's Discussion and Analysis of Financial Condition 9
          and Results of Operations

PART II   OTHER INFORMATION

Item 2.   Changes in Securities                                      16

Item 4.   Submission of Matters to a Vote of Security Holders        17

Item 6.   Exhibits and Reports on Form 8-K                           18

</TABLE>

                                      2
<PAGE>

                        WILLIS LEASE FINANCE CORPORATION
                                AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                           JUNE 30,          DECEMBER 31,
                                                                             1998               1997
                                                                          -----------        ------------
                                                                          (Unaudited)
<S>                                                                       <C>                <C>
 ASSETS
 Cash and cash equivalents                                                 $3,180,225        $13,095,303
 Deposits                                                                  21,192,955         18,461,456
 Equipment held for operating lease, less accumulated depreciation of
   $12,866,029 at June 30, 1998 and $15,267,683 at December 31, 1997      225,922,086        138,535,643
 Net investment in direct finance lease                                     9,536,640          9,821,854
 Property, equipment and furnishings, less accumulated depreciation
 of $345,116 at June 30, 1998 and $275,109 at December 31, 1997             1,315,268            540,856
 Spare parts inventory                                                     26,061,029         10,334,113
 Maintenance billings receivable                                              894,777          1,547,765
 Operating lease rentals receivable                                           718,269            520,466
 Receivables from spare parts sales                                         3,500,643          2,908,175
 Other receivables                                                            100,008            375,878
 Other assets                                                               6,312,870          2,288,547
                                                                         ------------       ------------
 Total assets                                                            $298,734,770       $198,430,056
                                                                         ------------       ------------
                                                                         ------------       ------------

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Liabilities:
 Accounts payable and accrued expenses                                     $3,490,133         $4,010,976
 Salaries and commissions payable                                             712,649          1,070,051
 Deferred income taxes                                                     10,263,469          8,476,040
 Deferred gain                                                                170,030            183,278
 Notes payable and accrued interest                                       192,758,266        101,433,200
 Capital lease obligation                                                   2,728,709          2,802,119
 Residual share payable                                                     2,215,282          2,092,140
 Maintenance deposits                                                      21,196,109         20,018,195
 Security deposits                                                          3,790,473          2,435,987
 Unearned lease revenue                                                     2,018,578          1,306,613
                                                                         ------------       ------------
 Total liabilities                                                        239,343,698        143,828,599
                                                                         ------------       ------------

 Shareholders' equity:
 Common stock, ($0.01 par value.  20,000,000 shares authorized;
   7,269,598 and 7,177,320 shares issued and outstanding
   as of June 30, 1998 and December 31,1997, respectively)                     72,696         40,117,223
 Paid-in capital in excess of par                                          40,936,247                  -
 Retained earnings                                                         18,382,129         14,484,234
                                                                         ------------       ------------
 Total shareholders' equity                                                59,391,072         54,601,457
                                                                         ------------       ------------
 Total liabilities and shareholders' equity                              $298,734,770       $198,430,056
                                                                         ------------       ------------
                                                                         ------------       ------------

</TABLE>

 See accompanying notes to the consolidated financial statements

                                       3

<PAGE>

                      WILLIS LEASE FINANCE CORPORATION
                             AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (UNAUDITED)

<TABLE>
<CAPTION>


                                                         THREE MONTHS ENDED               SIX MONTHS ENDED
                                                               JUNE 30,                        JUNE 30,
                                                     -------------------------     ------------------------- 
                                                         1998           1997           1998          1997
                                                     -----------    -----------    -----------   -----------
<S>                                                  <C>            <C>            <C>           <C>
REVENUE   
Lease revenue                                        $ 7,128,925    $ 4,428,749    $13,565,173   $ 8,543,826
Gain on sale of leased equipment                       2,431,226              -      5,539,078       397,379
Spare part sales                                       6,583,267      3,655,983      9,599,194     5,877,663
Sale of equipment acquired for resale                  4,093,641      7,600,000      4,093,641    10,147,840
Interest and other income                                433,845        201,315        619,232       452,839
                                                     -----------    -----------    -----------   -----------
Total revenue                                         20,670,904     15,886,047     33,416,318    25,419,547
                                                     -----------    -----------    -----------   -----------

EXPENSES
Interest expense                                       3,599,700      1,673,278      6,202,050     3,137,758
Depreciation expense                                   1,727,826        978,969      3,145,335     1,854,429
Residual share                                           167,747        180,914        400,259       371,466
Cost of spare part sales                               4,831,464      2,402,830      6,886,008     3,706,982
Cost of equipment acquired for resale                  3,573,499      6,385,464      3,573,499     8,637,981
General and administrative                             3,184,325      2,156,920      6,368,162     3,942,835
                                                     -----------    -----------    -----------   -----------
Total expenses                                        17,084,561     13,778,375     26,575,313    21,651,451
                                                     -----------    -----------    -----------   -----------
Income before income taxes and extraordinary item      3,586,343      2,107,672      6,841,005     3,768,096
Income taxes                                          (1,437,800)      (841,674)    (2,742,626)   (1,486,956)
                                                     -----------    -----------    -----------   -----------
Income before extraordinary item                       2,148,543      1,265,998      4,098,379     2,281,140
Extraordinary item less applicable income taxes                -              -       (200,480)    2,007,929
                                                     -----------    -----------    -----------   -----------
Net income                                            $2,148,543     $1,265,998     $3,897,899    $4,289,069
                                                     -----------    -----------    -----------   -----------
                                                     -----------    -----------    -----------   -----------
Basic earnings per common share:
Income before extraordinary item                           $0.30          $0.23          $0.57         $0.42
Extraordinary item                                             -              -          (0.03)         0.37
                                                     -----------    -----------    -----------   -----------
Net income                                                 $0.30          $0.23          $0.54         $0.79
                                                     -----------    -----------    -----------   -----------
                                                     -----------    -----------    -----------   -----------

Diluted earnings per common share:
Income before extraordinary item                           $0.29          $0.23          $0.55         $0.41
Extraordinary item                                             -              -          (0.03)         0.36
                                                     -----------    -----------    -----------   -----------
Net income                                                 $0.29          $0.23          $0.52         $0.77
                                                     -----------    -----------    -----------   -----------
                                                     -----------    -----------    -----------   -----------

Weighted average common shares outstanding             7,263,268      5,433,498      7,227,754     5,431,490
Diluted weighted average common shares outstanding     7,488,397      5,528,898      7,465,967     5,548,010
</TABLE>

See accompanying notes to the consolidated financial statements

                              4

<PAGE>

                      WILLIS LEASE FINANCE CORPORATION
                             AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
        YEAR ENDED DECEMBER 31, 1997 AND SIX MONTHS ENDED JUNE 30, 1998

<TABLE>
<CAPTION>
                                                      Issued and
                                                      outstanding                     Paid-in                      Total
                                                      shares of        Common        Capital in      Retained   shareholders'
                                                     common stock       Stock       Excess of Par    earnings      equity
                                                     ------------       -----       -------------    --------      ------
<S>                                                  <C>             <C>            <C>             <C>          <C>
Balances at December 31, 1996                           5,426,793    $16,055,689    $           -   $7,146,563   $23,202,252
Shares issued                                              25,527        221,244                -            -       221,244
Common stock issued and
  proceeds from secondary offering, net                 1,725,000     23,840,290                -            -    23,840,290
Net income                                                      -              -                -    7,337,667     7,337,667
                                                        ---------   ------------      -----------  -----------   -----------
Balances at December 31, 1997                           7,177,320     40,117,223                -   14,484,230    54,601,453

Shares issued                                              92,278        586,328                -            -       586,328
Tax benefit from disqualified
   dispositions of qualified shares                             -              -          305,392            -       305,392
Conversion to par value stock                                   -   (40,630,855)       40,630,855            -             -
Net income                                                      -              -                -    3,897,899     3,897,899
                                                        ---------   ------------      -----------  -----------   -----------
Balances at June 30, 1998 (unaudited)                   7,269,598        $72,696      $40,936,247  $18,382,129   $59,391,072
                                                        ---------   ------------      -----------  -----------   -----------
                                                        ---------   ------------      -----------  -----------   -----------
</TABLE>

See accompanying notes to the consolidated financial statements




                                         5


<PAGE>

                                WILLIS LEASE FINANCE CORPORATION
                                      AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED JUNE 30,
                                                                         -------------------------------
                                                                               1998              1997
                                                                         ------------        -----------
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                $3,897,899         $4,289,069
Adjustments to reconcile net income to net cash
 provided by operating activities:
Depreciation of equipment held for  lease                                  3,062,632          1,794,646
Depreciation of property, equipment and furnishings                           82,703             59,783
(Gain) on sale of property, equipment and furnishings                         (1,964)           (37,309)
(Gain) on sale of leased equipment                                        (5,539,078)          (397,379)
Increase in residual share payable                                           123,142            371,466
Changes in assets and liabilities:
 Deposits                                                                 (2,731,499)         2,173,816
 Spare parts inventory                                                   (15,726,916)        (2,802,088)
 Receivables                                                                 138,587         (1,117,982)
 Other assets                                                               (614,323)          (347,308)
 Accounts payable and accrued expenses                                      (215,452)         1,143,188
 Salaries and commission payable                                            (357,402)           205,332
 Deferred income taxes                                                     1,787,430          2,816,367
 Deferred gain                                                               (13,248)           (13,248)
 Accrued interest                                                             19,715           (493,316)
 Maintenance deposits                                                      1,177,914          3,133,063
 Security deposits                                                         1,354,486             54,491
 Unearned lease revenue                                                      711,965             (2,484)
                                                                        ------------        -----------
Net cash (used in) provided by operating activities                      (12,843,409)        10,830,107
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment held for operating lease (net
 of selling expenses)                                                     16,487,299          1,000,000
Proceeds from sale of property, equipment and furnishings                     16,300             80,500
Purchase of equipment held for operating lease                          (101,397,296)       (13,291,479)
Deposits made in connection with inventory purchases                      (3,410,000)               -
Purchase of property, equipment and furnishings                             (871,455)          (109,530)
Principal payments received on direct finance lease                          285,214                -
                                                                        ------------        -----------
Net cash used in investing activities                                    (88,889,938)       (12,320,509)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable                                  109,984,205         66,888,374
Proceeds from issuance of common stock                                       586,328            108,257
Principal payments on notes payable                                      (18,678,854)       (57,107,899)
Principal payments on capital lease obligation                               (73,410)           (87,897)
                                                                        ------------        -----------
Net cash provided by financing activities                                 91,818,269          9,800,835
(Decrease) increase in cash and cash equivalents                          (9,915,078)         8,310,433
Cash and cash equivalents at beginning of period                          13,095,303          6,573,241
                                                                        ------------        -----------
Cash and cash equivalents at end of period                                $3,180,225        $14,883,674
                                                                        ------------        -----------
                                                                        ------------        -----------
SUPPLEMENTAL INFORMATION:
Net cash paid for: Interest                                               $6,182,335         $3,631,075
                                                                         ------------        -----------
                   Income taxes                                           $2,656,825           $156,400
                                                                        ------------        -----------
Non-cash financing activities:  Disqualified disposition of 
                                qualified shares resulted in a 
                                $305,392 tax benefit.
</TABLE>

 See accompanying notes to the consolidated financial statements

                                      6
<PAGE>

                       WILLIS LEASE FINANCE CORPORATION
                               AND SUBSIDIARIES
                                       
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       
1.   BASIS OF PRESENTATION

     CONSOLIDATED FINANCIAL STATEMENTS
  
  The accompanying unaudited consolidated financial statements of Willis Lease
Finance Corporation and its subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
for reporting on Form 10-Q.  Pursuant to such rules and regulations, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  The accompanying unaudited interim financial statements
should be read in conjunction with the audited consolidated financial
statements and notes thereto, together with Management's Discussion and
Analysis of Financial Condition and Results of Operations, contained in the
Company's Annual Report to Shareholders incorporated by reference in the
Company's Annual Report on Forms 10-K and 10-KA for the fiscal year ended
December 31, 1997.
  
  In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal and
recurring adjustments) necessary to present fairly the financial position of
the Company as of June 30, 1998, and December 31, 1997, and the results of its
operations for the three and six month periods ended June 30, 1998 and 1997 and
its cash flows for the six month periods ended June 30, 1998 and 1997.  The
results of operations and cash flows for the periods ended June 30, 1998, are
not necessarily indicative of the results of operations or cash flows which may
be reported for the remainder of 1998.
  
2.   MANAGEMENT ESTIMATES
  
  The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period.  Actual results could differ from those estimates.
  
3.   SHAREHOLDERS' EQUITY

  The Company changed its state of incorporation from California to Delaware
through a merger of Willis Lease Finance Corporation into its wholly-owned
Delaware subsidiary.  The reincorporation, approved by the Company's
shareholders at the May 12, 1998 Annual Meeting of Shareholders, results in a
change only of the Company's legal domicile.  It does not result in any change
in the Company's name, operations, locations, management, reporting
obligations, NASDAQ National Market trading symbol or assets and liabilities.
In connection with this reincorporation, the Company converted no par value
common stock to $0.01 par value common stock.

  The Company has a 1996 Employee Stock Purchase Plan (the "Purchase Plan")
under which 75,000 shares of common stock have been reserved for issuance.
This plan became effective in September 1996.  Eligible employees may designate
not more than 10% of their cash compensation to be deducted each pay period for
the purchase of common stock under the Purchase Plan, and participants may
purchase not more than $25,000 of common stock in any one calendar year.  Each
January 31 and July 31 shares of common stock are purchased with the employees'
payroll deductions over the immediately preceding six months at a price per
share of 85% of the lesser of the market price of the common stock on the
purchase date or the market price on the date of entry into an offering period.
During the six month

                                      7
<PAGE>
                       WILLIS LEASE FINANCE CORPORATION
                               AND SUBSIDIARIES
                                       
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

period ended June 30, 1998, the Company issued 8,040 shares of Common Stock as
a result of employee stock purchases under the Purchase Plan.
  
  Under the 1996 Stock Option/Stock Issuance Plan, 525,000 shares of the
Company's shares have been set aside to provide eligible persons with the
opportunity to acquire a proprietary interest in the Company.  The plan
includes a Discretionary Option Grant Program, a Stock Issuance Program, and an
Automatic Option Grant Program for eligible nonemployee Board Members.  During
the six month period ended June 30, 1998, 59,000 options were exercised.  In
connection with the exercise of these options, the Company recognized a
$305,392 tax benefit.
  
  In conjunction with its initial public offering, the Company sold five-year
purchase warrants for $.01 per warrant covering an aggregate of 100,000 shares
of common stock exercisable at a price equal to 130% of the initial public
offering price.  The warrants are exercisable commencing 24 months after the
effective date of the initial public offering or earlier, but not earlier than
12 months after the initial public offering, if and when the Company files a
registration statement for the sale by the Company of shares of common stock or
securities exercisable for, convertible into or exchangeable for shares of
common stock (other than pursuant to a stock option or other employee benefit
or similar plan, or in connection with a merger or an acquisition).  The common
stock offering in December 1997 constituted such a registration.  The warrants'
exercise price and the number of shares of Common Stock are subject to
adjustment to protect the warrant holders against dilution in certain events.
In February 1998, a holder of 50,000 of the warrants exercised the warrants
under the net issuance rights of the warrants.  Based on the closing price on
such date, the exercise resulted in the issuance of 25,238 shares to the holder
of the warrants.
  
4.   FINANCING

  In June 1998, the Company increased the committed amount of its revolving
credit facility to $100 million.  This credit facility is available to finance
the acquisition of aircraft engines, aircraft and high-value spare parts for
sale or lease.  This facility expires on September 30, 1998.  The Company
anticipates extending the maturity of the facility.
  
  In March 1998, the Company repaid a loan that had residual sharing
provisions.  The repayment resulted in an extraordinary expense of $0.2
million, net of tax.
  
5.   COMMITMENTS

  In June 1998, the Company commenced lease of office space for its Sausalito
operations.  The initial term of this lease is 5 years and the annual rental
commitments under the lease are approximately $0.3 million.  In April 1998, the
Company commenced lease of a warehouse and office facility for Willis
Aeronautical Services, Inc. ("WASI") in San Diego, California.  WASI moved its
South San Francisco operations into this facility in June 1998. The initial
term of this lease is 6 years and the annual rental commitments under the lease
are approximately $0.4 million.
  
  The Company has committed to purchase, during 1998 and 1999, additional used
aircraft and engines for its operations.  Certain deposits were made in
connection with these commitments.  The Company's current commitment to such
purchases is not more than $35.1 million.  A portion of these purchases will
take place in 1998 and the remainder in 1999.

                                      8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

  OVERVIEW

  The Company's core business is acquiring and leasing, primarily pursuant to 
operating leases, commercial aircraft spare engines, aircraft and other 
aircraft equipment.  The Company, through WASI, also specializes in the 
purchase and resale of aftermarket airframe and engine parts, engines, 
modules and rotable components.  In addition, the Company engages in the 
selective purchase and resale of commercial aircraft engines.

  The Company changed its state of incorporation from California to Delaware 
through a merger of Willis Lease Finance Corporation into its wholly-owned 
Delaware subsidiary.  The reincorporation, approved by the Company's 
shareholders at the May 12, 1998 Annual Meeting of Shareholders, results in a 
change only of the Company's legal domicile.  It does not result in any 
change in the Company's name, operations, locations, management, reporting 
obligations, NASDAQ National Market trading symbol or assets and liabilities.

  Revenue consists primarily of operating lease revenue, income from the sale 
of spare parts and components and income from the sale of engines and 
equipment.

  RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 
1997:

  Revenue is summarized as follows:

<TABLE>
<CAPTION>

                                                                     Three Months Ended June 30,
                                                       ------------------------------------------------------
                                                                  1998                          1997
                                                                  ----                          ----
                                                          Amount            %         Amount             %
                                                       ------------------------------------------------------
                                                                        (dollars in thousands)
<S>                                                     <C>               <C>          <C>               <C>
  Lease revenue.............................             $ 7,129            34%        $ 4,429             28%
  Gain on sale of leased equipment..........               2,431             12              -              -
  Spare parts sales.........................               6,583             32          3,656             23
  Sale of equipment acquired for resale.....               4,094             20          7,600             48
  Interest and other income.................                 434              2            201              1
                                                       ------------------------------------------------------
  Total.....................................             $20,671           100%        $15,886            100%
                                                       ------------------------------------------------------
</TABLE>

  LEASE PORTFOLIO. During the quarter ended June 30, 1998, eleven engines, 
one aircraft and one spare parts package were added to the Company's lease 
portfolio at a total cost of $54.5 million.  Four engines and one spare parts 
package were sold or transferred from the lease portfolio.
  
  LEASING ACTIVITIES. Lease revenue for the quarter ended June 30, 1998 
increased 61% to $7.1 million from $4.4 million for the comparable period in 
1997.  This increase reflects lease revenues from additional engines, 
aircraft and spare parts packages.
  
  GAIN ON SALE OF LEASED EQUIPMENT. During the quarter ended June 30, 1998, 
the Company sold three engines from the lease portfolio which resulted in a 
gain of $2.4 million. There were no such gains in the quarter ended June 30, 
1997.


                                      9

<PAGE>

  SPARE PARTS SALES. Revenues from spare parts sales in the quarter ended 
June 30, 1998 increased 80% to $6.6 million from $3.7 million in the 
comparable 1997 period.  The gross margin decreased to 27% in the second 
quarter of 1998, from 34% in the corresponding period in 1997.  The decrease 
in margin was primarily the result of the Company's decision to sell, shortly 
after their acquisition, certain of the engines acquired under its agreement 
with United Airlines to acquire used aircraft.  In doing so, the Company 
avoided disassembly, inventory and financing costs that would have been 
incurred had the Company disassembled, inventoried and sold, over a period of 
time, the engines in a piece part manner.
  
  SALE OF EQUIPMENT ACQUIRED FOR RESALE. During the quarter ended June 30, 
1998, the Company sold one engine for $4.1 million which resulted in a gain 
of $0.5 million.  During the comparable 1997 period, the Company sold four 
engines for $7.6 million resulting in a gain of $1.2 million.
  
  INTEREST AND OTHER INCOME. Interest and other income for the quarter ended 
June 30, 1998 was $0.4 million compared to $0.2 million for the quarter ended 
June 30, 1997.  The increase was primarily due to ancillary fees generated in 
connection with an existing lease arrangement.
  
  INTEREST EXPENSE AND RESIDUAL SHARING.  Interest expense related to all 
activities increased 115% to $3.6 million for the quarter ended June 30, 
1998, from the comparable period in 1997, due to an increase in average debt 
outstanding during the period.  Residual sharing expense decreased 7% to 
$167,747 for the quarter ended June 30, 1998 from  $180,914 for the 
comparable period in 1997.  The decline was due to the repayment, in March 
1998, of one of the Company's loans which had residual sharing provisions.  
This expense is calculated by comparing the net book value of the engines 
subject to such agreements to their related debt balances and adjusting the 
residual share payable to the appropriate amount representing the sharing 
percentage of any excess of the net book value over the corresponding debt 
balance for such engines.
  
  DEPRECIATION EXPENSE.  Depreciation expense increased 76% to $1.7 million 
for the quarter ended June 30, 1998, from the comparable period in 1997, due 
to the larger average asset base in the second quarter of 1998.
  
  GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses 
increased 48% to $3.2 million for the quarter ended June 30, 1998 from $2.2 
million in the comparable period in 1997.  This increase reflects expenses 
associated with staff additions, increased rent due to the expansion of the 
Company's office and warehouse facilities, as well as increases in 
professional fees, insurance expense and expenses related to promotional and 
marketing activities.
  
  INCOME TAXES. Income taxes, exclusive of tax on extraordinary items, for 
the quarter ended June 30, 1998, increased to $1.4 million from $0.8 million 
for the comparable period in 1997.  This increase reflects an increase in the 
Company's pre-tax earnings.
  
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997:

  Revenue is summarized as follows:
<TABLE>
<CAPTION>

                                                                    Six Months Ended June 30,
                                                         ----------------------------------------------------
                                                                    1998                        1997
                                                                    ----                        ----
                                                         Amount              %          Amount            %
                                                         ----------------------------------------------------
                                                                          (dollars in thousands)
<S>                                                      <C>               <C>         <C>               <C>
  Lease revenue..............................            $13,565             41%       $ 8,544             34%
  Gain on sale of leased equipment...........              5,539             16            397              1
  Spare parts sales..........................              9,599             29          5,878             23
  Sale of equipment acquired for resale......              4,094             12         10,148             40
  Interest and other income..................                619              2            453              2
                                                         ----------------------------------------------------
  Total......................................            $33,416            100%       $25,420            100%
                                                         ----------------------------------------------------
</TABLE>


                                      10

<PAGE>

  LEASE PORTFOLIO. During the period ended June 30, 1998, twenty-one engines, 
one spare parts package and two aircraft were added to the Company's lease 
portfolio at a total cost of $101.4 million.  Five engines and one spare 
parts package were sold or transferred from the lease portfolio.
  
  LEASING ACTIVITIES. Lease revenue for the period ended June 30, 1998 
increased 59% to $13.6 million from $8.5 million for the comparable period in 
1997.  This increase reflects lease revenues from additional engines, 
aircraft and spare parts packages.
  
  GAIN ON SALE OF LEASED EQUIPMENT. During the period ended June 30, 1998, 
the Company sold four engines from the lease portfolio which resulted in a 
gain of $5.5 million.  This compares with gains in the period ended June 30, 
1997 of $0.4 million.
  
  SPARE PARTS SALES. Revenues from spare parts sales in the period ended June 
30, 1998 increased 63% to $9.6  million from $5.9 million in the comparable 
1997 period.  The gross margin decreased to 28% in the first six months of 
1998, from 37% in the corresponding period in 1997.  The decrease in margin 
was primarily the result of the Company's decision to sell, shortly after 
their acquisition, certain of the engines acquired under its agreement with 
United Airlines to acquire used aircraft.  In doing so, the Company avoided 
disassembly, inventory and financing costs that would have been incurred had 
the Company disassembled, inventoried and sold, over a period of time, the 
engines in a piece part matter.
  
  SALE OF EQUIPMENT ACQUIRED FOR RESALE. During the period ended June 30, 
1998, the Company sold one engine for $4.1 million resulting in a gain of 
$0.5 million. During the period ended June 30, 1997, the Company sold five 
engines for $10.1 million which resulted in gains of $1.5 million.
  
  INTEREST AND OTHER INCOME. Interest and other income for the period ended 
June 30, 1998 was $0.6 million compared to $0.5 million for the period ended 
June 30, 1997.
  
  INTEREST EXPENSE AND RESIDUAL SHARING.  Interest expense related to all 
activities increased 98% to $6.2 million for the period ended June 30, 1998, 
from the comparable period in 1997, due to an increase in average debt 
outstanding during the period.   Residual sharing expense increased 8% to 
$400,259 for the period ended June 30, 1998 from the $371,466 for the 
comparable period in 1997. This expense is calculated by comparing the net 
book value of the engines subject to such agreements to their related debt 
balances and adjusting the residual share payable to the appropriate amount 
representing the sharing percentage of any excess of the net book value over 
the corresponding debt balance for such engines.  In March 1998, the Company 
repaid one of its loans which had residual sharing provisions.  (See 
"Extraordinary Items" below).
  
  DEPRECIATION EXPENSE.  Depreciation expense increased 70% to $3.1 million 
for the period ended June 30, 1998, from the comparable period in 1997, due 
to the larger average asset base in the first six months of 1998.
  
  GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses 
increased 62% to $6.4 million for the period ended June 30, 1998 from $3.9 
million in the comparable period in 1997.   This increase reflects expenses 
associated with staff additions, increased rent due to the expansion of the 
Company's office and warehouse facilities, as well as increases in 
professional fees, insurance expense and expenses related to promotional and 
marketing activities.
  
  INCOME TAXES. Income taxes, exclusive of tax on extraordinary items, for 
the period ended June 30, 1998, increased to $2.7 million from $1.5 million 
for the comparable period in 1997.  This increase reflects an increase in the 
Company's pre-tax earnings.
  
  EXTRAORDINARY ITEMS. In March 1998, the Company repaid a loan that had 
residual sharing provisions.  The repayment resulted in an extraordinary 
expense of $0.2 million, net of tax.  In February 1997, the Company obtained 
a new loan agreement for $41.5 million to replace an existing loan of $44.2 
million.  The transaction resulted in an extraordinary gain of $2.0 million, 
net of tax.


                                      11


<PAGE>

ACCOUNTING PRONOUNCEMENTS
 
     In June 1997, the Financial Accounting Standards Board issued a new 
statement: SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information," which establishes annual and interim reporting 
standards for a public Company's operating segments and related disclosures 
about its products, services, geographic areas, and major customers.  This 
statement is effective for the Company's fiscal year ended December 31, 1998, 
with earlier application permitted.  The effect of adoption of the statement 
will be limited to the form and content of the Company's disclosures and will 
not impact the Company's results of operations, cash flow, or financial 
position.
  
     In June 1998, the Financial Accounting Standards Board issued SFAS No. 
133, "Accounting for Derivative Instruments and Hedging Activities", which 
standardizes the accounting for derivative instruments, including certain 
derivative instruments embedded in other contracts, by requiring that an 
entity recognize those items as assets or liabilities in the statement of 
financial position and measure them at fair value.  This statement is 
effective for all quarters of fiscal years beginning after June 15, 1999.  As 
of June 30, 1998, the Company is reviewing the effect this standard will have 
on the Company's consolidated financial statements.
  
LIQUIDITY AND CAPITAL RESOURCES

     Historically, the Company has financed its growth through borrowings 
secured by its equipment lease portfolio.  Cash of approximately $110.0 
million and $66.9 million, in the six month periods ended June 30, 1998 and 
1997, respectively, was derived from this activity.  In these same time 
periods $18.8 million and $57.2 million, respectively, was used to pay down 
related debt or the capital lease.  In December 1997, net proceeds from a 
follow-on common stock offering were approximately $23.8 million.  In 
September 1996, net proceeds from the initial public offering were 
approximately $15.9 million. Cash flow from operating activities used 
approximately $12.8 million in the six month period ended June 30, 1998 and 
cash flows from operating activities generated $10.8 million in the six month 
period ended June 30, 1997.  The deficit cash flow from operations was 
primarily attributable to the acquisition of used aircraft for WASI's 
inventory.

     The Company's primary use of funds is for the purchase of equipment for 
lease.  Approximately $101.4 million and $13.3 million of funds were used for 
this purpose in the six month periods ended June 30, 1998 and 1997, 
respectively.

     At June 30, 1998, the Company had a $100.0 million revolving credit 
facility to finance the acquisition of aircraft engines, aircraft and spare 
parts for sale or lease.  Assuming compliance with the facility's terms, 
including sufficiency of collateral, at June 30, 1998 and July 31, 1998, 
$12.4 million and $11.3 million was available under this facility, 
respectively. The facility expires on September 30, 1998.  The Company 
intends to extend and increase this facility.

     The Company has an $80.0 million debt warehouse facility (the "WLFC 
Funding Corp. Facility"), to a special purpose finance subsidiary of the 
Company, for the financing of jet aircraft engines transferred by the Company 
to such finance subsidiary.  This transaction's structure facilitates future 
public or private securitized note issuances by the special purpose finance 
subsidiary. The facility has an eight year term and is partially guaranteed 
by the Company.  This facility requires the issuer to hedge 50% of the 
facility against interest rate changes no later than September 30, 1998.  In 
May 1998, a three year $15 million interest rate swap was executed to hedge a 
portion of the interest expense under this facility.  Assuming compliance 
with the facility's terms, including sufficiency of collateral, as of June 
30, 1998 and July 31, 1998, $27.6 million was available under this facility.

     Approximately $100.6 million of the Company's debt is repayable during 
the remainder of 1998.  The majority of such repayments consist of the 
maturity of the revolving credit facility and the scheduled balloon payment 
maturities on term loans.  The balance of the repayments consist of scheduled 
installments due under term loans. The Company anticipates that it will 
extend the revolving credit facility and refinance the balloon payment 
maturities during the remainder of 1998.

     The Company believes that its current equity base and internally 
generated funds are sufficient to fund the Company's anticipated equity 
requirements and operations for the remainder of 1998, at which time 
additional equity may be required to fund projected growth. The Company is 
seeking to extend and expand its existing revolving credit facility as noted 
above and make other borrowing arrangements to fund future growth.

                                12

<PAGE>

     As of June 30, 1998, the Company had eight engines and four spare parts 
packages which had not been financed. The Company will likely seek financing 
for this equipment, although no assurance can be given that such financing 
will be available on favorable terms, if at all.  In addition, certain of the 
Company's engines have been financed under floating rate facilities.  Until 
fixed rate financing for these assets is in place, the Company is subject to 
interest rate risk, since the underlying lease revenue is fixed.  See 
"Management - Interest Rate Exposure" below.

     Between June 30, 1998 and July 31, 1998, the Company and WASI purchased 
engines for the lease portfolio and aircraft for the parts operation.   The 
total cost of these purchases was approximately $2.6 million.  These 
purchases were funded with cash from operations, and borrowings under the 
Company's revolving line of credit.
    
     The Company has committed to purchase, during 1998 and 1999, additional 
used aircraft and engines for its operations.  Certain deposits were made in 
connection with these commitments.  The Company's current commitment to such 
purchases is not more than $35.1 million.  Some of these purchases will take 
place in 1998 and some in 1999.
 
MANAGEMENT OF INTEREST RATE EXPOSURE

     At June 30, 1998, $149.0 million of the Company's borrowings were on a 
variable rate basis at various interest rates tied to either LIBOR or the 
prime rate.  The Company's equipment leases are generally structured at fixed 
rental rates for specified terms.  To date, this variable rate borrowing has 
resulted in lower interest expense for the Company.  Increases in interest 
rates could narrow or eliminate the spread, or result in a negative spread, 
between the rental revenue the Company realizes under its leases and the 
interest rate that the Company pays under its borrowings.

     In September 1996, the Company purchased an amortizing interest rate cap 
in order to limit its exposure to increases in interest rates on a portion of 
its variable rate borrowings.  Pursuant to this cap, the counter party will 
make payments to the Company, based on the notional amount of the cap, if the 
three month LIBOR rate is in excess of 7.66%.  As of June 30, 1998, the 
notional principal amount of the cap was $34.3 million which will decline to 
$26.0 million at the end of its term.  The cost of the cap is being amortized 
as an expense over its remaining term. In May 1998, WLFC-Funding Corp. 
purchased a three year $15 million interest rate swap. The Company will be 
exposed to credit risk in the event of non-performance of the interest rate 
hedge counter parties.  The Company anticipates that it will hedge additional 
amounts of its floating rate debt in the second half of 1998.

FACTORS THAT MAY AFFECT FUTURE RESULTS
  
     Except for historical information contained herein, the discussion in 
this report contains forward-looking statements that involve risks and 
uncertainties, such as statements of the Company's plans, objectives, 
expectations and intentions.  The Company's actual results could differ 
materially from those discussed here.  Factors that could cause or contribute 
to such differences include those discussed below as well as those discussed 
elsewhere herein and in the Company's report on Forms 10-K and 10-KA for the 
year ended December 31, 1997.  The cautionary statements made in this report 
should be read as being applicable to all related forward-looking statements 
wherever they appear in this report or in other written or oral statements by 
the Company.
  
     The Company leases its portfolio of aircraft engines, aircraft and spare 
parts packages primarily under operating leases as opposed to finance leases. 
Operating leases require the Company to re-lease or sell aircraft equipment 
in its portfolio in a timely manner upon termination of the lease in order to 
minimize off-lease time and recover its investment in the aircraft equipment. 
The Company also engages in the selective purchase and resale of commercial 
aircraft engines and engine components in the aftermarket.  On occasion, the 
Company purchases engines or components without having a commitment for their 
sale.  Numerous factors, many of which are beyond the control of the Company, 
may have an impact on the Company's ability to re-lease or sell aircraft 
equipment on a timely basis.  Among the factors are general market 
conditions, regulatory changes (particularly those imposing environmental, 
maintenance and other requirements on the operation of aircraft engines), 
changes in the supply or cost of the aircraft equipment and technological 
developments.  Further, the value of a particular used aircraft engine or 
aircraft varies greatly depending upon its condition, the number of hours 
remaining until the next major maintenance of the aircraft equipment is 
required and general conditions in the airline industry.  In addition, the 
success of an operating lease depends in part upon having the 

                                 13

<PAGE>

aircraft equipment returned by the lessee in marketable condition as required 
by the lease.  Consequently, there can be no assurance that the Company's 
estimated residual value for the aircraft equipment will be realized. If the 
Company is unable to lease, re-lease or sell the aircraft equipment on 
favorable terms, its business, financial condition, cash flow, ability to 
service debt and results of operations could be adversely affected.
  
     A lessee may default in performance of its lease obligations and the 
Company may be unable to enforce its remedies under a lease.  The Company's 
inability to collect receivables due under a lease or to repossess aircraft 
equipment in the event of a default by a lessee could have a material adverse 
effect on the Company's business, financial condition or results of 
operations.  A number of airlines have experienced financial difficulties, 
certain airlines have filed for bankruptcy and a number of such airlines have 
ceased operations.  In most cases where a debtor seeks protection under 
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"), 
creditors are automatically stayed from enforcing their rights.  The scope of 
Section 1110 has been the subject of significant litigation and there can be 
no assurance that the provisions of Section 1110 will protect the Company's 
investment in an aircraft, aircraft engines or parts in the event of a 
lessee's bankruptcy.  In addition, Section 1110 does not apply to lessees 
located outside of the United States and applicable foreign laws may not 
provide comparable protection.
  
     A substantial portion of the Company's lease revenue was generated by 
leases to foreign customers worldwide, including but not limited to Asian 
customers. Such international leases may present greater risks to the Company 
because certain foreign laws, regulations and judicial procedures may not be 
as protective of lessor rights as those which apply in the United States.  In 
addition, many foreign countries have currency and exchange laws regulating 
the international transfer of currencies.  The Company has experienced some 
collection problems under certain leases with foreign airlines, and there can 
be no assurance that the Company will not experience such collection problems 
in the future.  The Company may also experience collection problems related 
to the enforcement of its lease agreements under foreign local laws and the 
attendant remedies in such locales.  Consequently, the Company is subject to 
the timing and access to courts and the remedies local laws impose in order 
to collect its lease payments and recover its assets.  In addition, political 
instability abroad and changes in international policy also present risk of 
expropriation of the Company's leased engines.
     
     The operating lease business is a capital intensive business.  
Accordingly, the Company's ability to successfully execute its business 
strategy and to sustain its operations is dependent, in a large part, on the 
availability of debt and equity capital.  There can be no assurance that the 
necessary amount of such capital will continue to be available to the Company 
on favorable terms, or at all.  If the Company were unable to continue to 
obtain required financing on favorable terms, the Company's ability to add 
new aircraft engines, aircraft and spare parts packages to its portfolio, add 
inventory to support its spare parts sales or to conduct profitable 
operations with its existing asset base would be impaired, which would have a 
material adverse effect on the Company's business, financial condition and 
results of operations.  Furthermore, certain of the Company's debt facilities 
mature, either in whole or part, during the current calendar year.  Should 
the Company be unable to meet the terms of repayment of these facilities, 
and/or refinance or extend these facilities, it would have a material adverse 
effect on the Company's financial condition and its ability to conduct 
business.  Factors that could cause equity or debt financing to be more 
expensive or unavailable include changes in interest rates, financial 
conditions of the lessee or the Company, prospects for the airline industry 
or the asset type as well as general economic conditions.
  
     The Company's equipment leases are generally structured at fixed rental 
rates for specified terms while many of the Company's borrowing arrangements 
are at a floating rate.  Increases in interest rates could narrow or 
eliminate the spread, or result in a negative spread between the rental 
revenue the Company realizes under its leases and the interest rate that the 
Company pays under its lines of credit or loans.
  
     The Company, through WASI, acquires aviation equipment such as whole 
aircraft engines and aircraft which can be dismantled and sold as parts.  
Before parts may be installed in an aircraft, they must meet certain 
standards of condition established by the Federal Aviation Administration.  
Parts must also be traceable to sources deemed acceptable by the FAA.  Parts 
owned by the Company may not meet applicable standards or standards may 
change, causing parts which are already in the Company's inventory to be 
scrapped or modified.  Engine manufacturers may also develop new parts to be 
used in lieu of parts already contained in the Company's inventory.  In all 
such cases, to the extent the Company has such parts in its inventory, their 
value may be reduced.  In addition, if the Company does not sell airframe and 
engine 

                                 14

<PAGE>


component parts that it purchases in the time frame contemplated at 
acquisition, the Company may be subject to unanticipated inventory financing 
costs as well as all the risks of ownership.
  
     Certain of the Company's competitors have substantially greater 
resources than the Company, including greater name recognition, larger 
inventories, a broader range of material, complementary lines of business and 
greater financial, marketing and other resources.  In addition, original 
equipment manufacturers ("OEMs"), aircraft maintenance providers, FAA 
certified repair facilities and other aviation aftermarket suppliers may 
vertically integrate into the aircraft engine/spare parts sales industry, 
thereby significantly increasing industry competition.  A variety of 
potential actions by any of the Company's competitors, including a reduction 
of product prices or the establishment by competitors of long-term 
relationships with new or existing customers, could have a material adverse 
effect on the Company's business, financial condition and results of 
operations.  There can be no assurance that the Company will continue to 
compete effectively against present and future competitors or the competitive 
pressures will not have a material adverse effect on the Company's business, 
financial condition or results of operations.
  
     The Company has recently experienced significant growth in assets and 
revenues.  Such growth has placed, and is expected to continue to place, a 
significant strain on the Company's managerial, operational and financial 
resources.  There can be no assurance that the Company will be able to 
effectively manage the expansion of its operations, or that the Company's 
systems, procedures or controls will be adequate to support the Company's 
operations.  An inability to effectively manage growth could have a material 
adverse effect on the Company's business, financial condition or results of 
operations.
  
     The Company's operations are not highly dependent on systems technology 
and management believes the Company's exposure to loss as a result of year 
2000 issues is minimal.  The Company does not believe that the Year 2000 
issue will have a bearing on lessees' ability to adhere to the terms of their 
lease agreements with the Company.  However, it has been reported in the 
general press that airlines and the FAA may have material Year 2000 issues, 
which could effect their operations.  Such an effect could impact the ability 
of lessees and other customers to meet the obligations to the Company.
  
     The Company's leasing activities generate significant depreciation 
allowances that provide the Company with substantial tax benefits on an 
ongoing basis.  In addition, the Company's lessees currently enjoy favorable 
accounting and tax treatment by entering into operating leases.  Any change 
to current tax laws or accounting principles that make operating lease 
financing less attractive could adversely affect the Company's business, 
financial condition or results of operations
  
     The Company may experience fluctuations in its quarterly operating 
results. Such fluctuations may be due to a number of factors, including the 
timing of sales of engines and spare parts, fluctuation in aircraft equipment 
marketing activities, fluctuation of margins on such activities, 
unanticipated early lease terminations, the timing of aircraft equipment 
acquisitions or a default by a lessee.  Downturns in the air transportation 
industry affect the Company's business.  In particular, substantial increases 
in fuel costs or interest rates, increased fare competition, slower growth in 
air traffic, or any significant downturn in the general economy could 
adversely affect the air transportation industry and may therefore negatively 
impact the Company's business, financial condition and results of operations. 
As a result, the Company believes that comparisons to the results of its 
operations for preceding quarters are not necessarily meaningful and that 
results for any prior quarter should not be relied upon as an indication of 
future performance. In the event the Company's revenues or earnings for any 
quarter are less than the level expected by securities analysts or the market 
in general, such shortfall could have an immediate and significant adverse 
impact on the market price of the Company's common stock.

                                 15

<PAGE>


PART II              OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

      Effective June 8, 1998, the Company changed its state of incorporation 
from California to Delaware.  The merger was accomplished through a merger 
(the "Merger") of Willis Lease Finance Corporation, a California corporation 
("Willis-California"), into its wholly-owned Delaware subsidiary of the same 
name ("Willis-Delaware"). In connection with the reincorporation, the Company 
adopted various features in its certificate of incorporation and bylaws which 
are intended, among other things, to promote the stability of the Company's 
shareholder base and to render more difficult certain unsolicited or hostile 
attempts to take over the Company (the "Shareholder Protection Features") 
including:  (a) the division of the Board of Directors of the Company into 
three classes to serve staggered terms of office as more fully set forth in 
the Certificate of Incorporation; (b) the requirement that certain "Business 
Combinations" (as defined in Article XIII of the Certificate of 
Incorporation) be approved by the affirmative vote of the holders of not less 
than 80% of the total voting power of all outstanding shares of voting stock 
of the Company; and (c) the provision that Bylaws may be amended or repealed 
only with the approval of the holders of 80% of the total voting power of the 
outstanding shares of voting stock of the Company; and (d) the provision that 
special meetings of shareholders of the Company may be called only by the 
Board of Directors, the Chairman of the Board or the President.

     The reincorporation proposal and each of the Shareholder Protection 
Features were approved by the Company's shareholders at the Company's annual 
meeting of shareholders on May 12, 1998.   As a result of the Merger, each 
outstanding share of Willis-California's common stock, no par value per 
share, was converted into one share of Willis-Delaware common stock, par 
value $0.01 per share.  Each stock certificate representing issued and 
outstanding shares of Willis-California common stock will continue to 
represent the same number of shares of Willis-Delaware common stock.  
Shareholders are not required to undertake a mandatory exchange of shares.  
The common stock will continue to trade on the Nasdaq National Market under 
the symbol WLFC.

                                 16

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the May 12, 1998 Annual Meeting of Shareholders of Willis Lease 
Finance Corporation, the following matters were voted upon:
  


<TABLE>
<CAPTION>

   DESCRIPTION                                                              VOTES
   -----------                                                              ------
<S>                                                                        <C>            <C>
1. Election of Directors

   Charles F. Willis, IV (Class III)                                        6,775,584     For
                                                                                7,917     Withheld
   William L. McElfresh (Class I)                                           6,775,584     For
                                                                                7,917     Withheld
   Ross K. Anderson (Class II)                                              6,775,584     For
                                                                                7,917     Withheld
   William M. LeRoy (Class I)                                               6,775,584     For
                                                                                7,917     Withheld
   Willard H. Smith, Jr. (Class II)                                         6,775,584     For
                                                                                7,917     Withheld

2. Approval of ratification of selection of KPMG Peat Marwick LLP as        6,781,851     For    
independent public accountants for the Company for the fiscal year                950     Against
ended December 31, 1998                                                           700     Abstain

3. Approval of change in the Company's state of incorporation from          4,896,744     For    
California to Delaware                                                      1,258,460     Against
                                                                                1,680     Abstain

4. Approval of adoption of Classified Board Provisions in the               4,059,263     For    
Certificate of Incorporation and Bylaws of the Company pursuant             2,090,841     Against
to which the Board will be classified into three classes and                    6,780     Abstain
directors may only be removed for cause and only by the specified           
vote of shareholders                                                       

5. Approval of adoption of a Shareholder Supermajority Vote Requirement     3,980,913     For    
in the Certificate of Incorporation of the Company pursuant to which        2,167,171     Against
the affirmative vote of the holders of not less than 80% of the Company's       8,800     Abstain
outstanding Voting Stock is required to approve certain business           
combinations                                                                

6. Approval of adoption of provisions in the Certificate of Incorporation   3,982,313     For    
of the Company requiring an increased Shareholder Vote of 80% to amend      2,160,671     Against
any of the Bylaws and to amend certain antitakeover provisions in the          13,900     Abstain
Certificate of Incorporation of the Company                                 

7. Approval to eliminate the right of holders of 10% or more of the         4,027,784     For    
Company's Common Stock to all special shareholders' meetings                2,051,533     Against
                                                                               77,567     Abstain
                                                                            
8. Approval of a series of amendments to the Company's 1996 Stock           4,975,342     For    
Option/Stock Issuance Plan, including a 500,000 share increase in           1,168,675     Against
the number of shares of Common Stock authorized for issuance under             12,867     Abstain
the 1996 Plan                                                              
</TABLE>

                                    17

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                                 DESCRIPTION
<S>        <C>
3.1        Certificate of Incorporation, filed on March 12, 1998 together with
           Certificate of Amendment of Certificate of Incorporation filed on May 6, 1998.
           Incorporated by reference to Exhibits 4.01 and 4.02 of the Company's report on
           Form 8-K filed on June 23, 1998.

3.2        Bylaws. Incorporated by reference to Exhibit 4.03 of the Company's report
           on Form 8-K filed on June 23, 1998.

4.1        Specimen of Common Stock Certificate.

10.1       Amendment No. 5 dated April 30, 1998 to Credit Agreement.

10.2*      Amendment No. 6 dated May 4, 1998 to Credit Agreement.

10.3*      Amended and Restated Credit Agreement dated June 2, 1998.

11.1       Statement regarding computation of per share earnings.

27.1       Financial Data Schedule.
</TABLE>

- -----------------------------------------
*Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.


(b)  Reports on Form 8-K

     During the three months ended June 30, 1998, the Company filed the 
following two reports on Form 8-K: (i) a Form 8-K filed on April 30, 1998 
which reported on Item 5; and (ii) a Form 8-K filed on June 23, 1998 which 
reported on Item 5.

                                 18

<PAGE>

                         SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be signed 
on its behalf by the undersigned, thereunto duly authorized.


Date:   August 10, 1998

                              Willis Lease Finance Corporation


                              By: /s/ James D. McBride
                                  ----------------------------------
                                  James D. McBride
                                  Chief Financial Officer


                                  19



<PAGE>


        COMMON STOCK                                             COMMON STOCK

          NUMBER                                                   SHARES

                                    [LOGO]
          WLFC

                        WILLIS LEASE FINANCE CORPORATION


  INCORPORATED UNDER THE LAWS OF            SEE REVERSE FOR STATEMENTS RELATING
   THE STATE OF DELAWARE                           TO RIGHTS, PREFERENCES,
                                            PRIVILEGES AND RESTRICTIONS, IF ANY
                                                   CUSIP  970646 10 5



   THIS CERTIFIES THAT


                                    SPECIMEN


   IS THE RECORD HOLDER OF

   FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF

                        WILLIS LEASE FINANCE CORPORATION

TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON 
OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY 
ADDRESSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND REGISTERED 
BY THE TRANSFER AGENT AND REGISTRAR.

   WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES
OF ITS DULY AUTHORIZED OFFICERS.



                         WILLIS LEASE FINANCE CORPORATION
                                   CORPORATE
                                      SEAL
                                    MARCH 12,
                                      1998
                                    DELAWARE


     /s/ JAMES D. McBRIDE                 /s/ CHARLES F. WILLIS
     CHIEF FINANCIAL OFFICER              PRESIDENT AND CHIEF EXECUTIVE OFFICER



COUNTERSIGNED AND REGISTERED.
               AMERICAN STOCK TRANSFER & TRUST COMPANY
                                             TRANSFER AGENT AND REGISTRAR

BY

                                                          AUTHORIZED SIGNATURE


<PAGE>


    A statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such 
preferences and/or rights as established, from time to time, by the 
Certificate of Incorporation of the Corporation and by any certificate of 
determination, the number of shares constituting each class and series, and 
the designations thereof, may be obtained by the holder hereof upon request 
and without charge from the Corporate Secretary of the Corporation at the 
principal office of the Corporation

     The following abbreviations, when used in the inscription on the face 
of this certificate, shall be construed as though they were written out in 
full according to applicable laws or regulations:

TEN COM - as tenants in common    UNIF GIFT MIN ACT         Custodian
                                                     -------         ------
                                                      (Cust)        (Minor)
TEN ENT - as tenants by the       under Uniform Gifts to Minors
          entireties              Act 
JT TEN  - as joint tenants with       -------------------------------------
          right of survivorship                     (State)
          and not as tenants in   UNIF TRF MIN ACT       Custodian 
          common                                  -------
                                                  (Cust)
                                  (until age)         )
                                             --------
                                                under Uniform Transfers to
                                  ------------
                                   (Minor)
                                   Minors Act
                                              ---------------- 
                                                    (State)

       Additional abbreviations may also be used though not in the above list.



    FOR VALUE RECEIVED, ______________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- -------------------------------------------------------------------------------
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

                                                                         Shares
- -------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

                                                                       Attorney
- -----------------------------------------------------------------------
to transfer the said stock on the books of the within named Corporation with 
full power of substitution in the premises.

Dated
     ---------------------------------


                                       X
                                         --------------------------------------

                                       X
                                         --------------------------------------
                                 NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT 
                                         MUST CORRESPOND WITH THE NAME(S) AS 
                                         WRITTEN UPON THE FACE OF THE 
                                         CERTIFICATE IN EVERY PARTICULAR, 
                                         WITHOUT ALTERATION OR ENLARGEMENT OR
                                         ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By ___________________________________________
    THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION 
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH 
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO 
S.E.C. RULE 17Ad-15.


<PAGE>
[LOGO]


                                  AMENDMENT NO. 5
                                         TO
                                  CREDIT AGREEMENT

     Amendment No. 5, dated April 30, 1998, (the "AMENDMENT") to Credit
Agreement, dated June 12, 1997 as amended prior to this date, (the "AGREEMENT")
by and between WILLIS LEASE FINANCE CORPORATION, a California corporation
("WILLIS") and CORESTATES BANK, N.A., a national banking association
("CORESTATES BANK", "CORESTATES" or the "BANK").  All capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed to
them in the Agreement.


                                PRELIMINARY STATEMENT


     WHEREAS, Willis has requested that CoreStates Bank agree to certain
modifications to the Agreement as set forth herein.

     WHEREAS, CoreStates Bank is willing to agree to such request on the terms
and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:


     1. SECTION 2.1 OF THE AGREEMENT.

     (a)  The first and second paragraphs of Section 2.1 of the Agreement are
hereby amended and restated in their entireties to read as follows:

          "2.1 THE LOANS.  Subject to the terms and conditions herein set
     forth and in reliance upon the representations, warranties and
     covenants contained herein, CoreStates Bank agrees to make revolving
     credit loans ("REVOLVING CREDIT LOANS") to Willis upon receipt of loan
     requests therefor in amounts not to exceed at any time outstanding, in
     the aggregate, $65,000,000 through June 30, 1998 and $30,000,000
     thereafter (such amount, as the same may be reduced pursuant to
     Section 2.7 hereof being hereinafter called the "REVOLVING LOAN
     COMMITMENT").  For purposes of determining the amount of Revolving
     Credit Loans outstanding, the Standby Letters of Credit issued
     pursuant to Section 2.2 hereof shall be deemed Revolving Credit Loans
     and shall be added to the Revolving Credit Loans outstanding to
     determine the aggregate Revolving

<PAGE>

     Credit Loans outstanding.  As provided below, Revolving Credit Loans may be
     requested by Willis, and made from time to time prior to the Revolver
     Termination Date.  All Loans shall be made to Willis at the main office of
     the Bank, Broad and Chestnut Streets, Philadelphia, Pennsylvania 19101.

          Revolving Credit Loans may be made from time to time during the
     period beginning on the date hereof and ending on June 30, 1998 or on
     the earlier date of termination in full, pursuant to Section 2.7 or
     Section 8.1 hereof, of the obligations of the Bank under this Section
     2.1 (June 30, 1998 or such earlier date of termination being herein
     called the "REVOLVER TERMINATION DATE"). Revolving Credit Loans at the
     occasion of each borrowing shall be in aggregate principal amounts at
     least equal to $150,000 or, if less, the remaining unused amount of
     the Revolving Loan Commitment.  Willis shall not be entitled to any
     Revolving Credit Loan if, after giving effect to such Loan, the unpaid
     amount of the then outstanding Revolving Credit Loans would exceed the
     then current Borrowing Base.  Prior to the Revolver Termination Date
     and within the limits of the Revolving Loan Commitment and the
     Borrowing Base, Willis may borrow, prepay and reborrow Revolving
     Credit Loans.  All Revolving Credit Loans shall mature and be due and
     payable as set forth in the next paragraph of this Section 2.1 unless
     the maturity of said Loans is accelerated as provided in Section 2.7
     or Section 8.1 hereof."

     (b) The fourth paragraph of Section 2.1 of the Agreement is hereby amended
and restated in its entirety to read as follows:

     "Willis may have Revolving Credit Loans outstanding at any time and
     from time to time in an aggregate amount up to, but not exceeding
     $25,000,000 for the acquisition of Category B Equipment.  Any item of
     Category B Equipment which is a Stage III jet engine shall be deducted
     from Category B Equipment and become part of Category A Equipment upon
     the physical removal of that engine from its airframe, provided that
     such Equipment otherwise qualifies as Category A Equipment."

     2. SECTION 2.2 OF THE AGREEMENT.  The first paragraph of Section 2.2 of the
Agreement is hereby amended and restated in its entirety to read as follows:

          "2.2 STANDBY LETTERS OF CREDIT. The Bank, under the terms and
     subject to the conditions of this Agreement, agrees to provide Standby
     Letters of Credit to Willis, from time to time prior to the Revolver
     Termination Date, as requested by Willis, provided that (A) the
     aggregate amount of Standby Letters of Credit outstanding at any one
     time shall not exceed $2,000,000 or such lesser amount, if any, as
     will, when added to the amount of the Revolving Credit Loans then
     outstanding, aggregate more than the Revolving Loan Commitment (or
     such lesser amount as Willis is entitled to borrow hereunder at such
     time by reason of the limitation of the Borrowing Base or otherwise),
     and (B) no Standby Letter of Credit shall be for a term longer than
     one year."

     3. EXHIBIT A TO THE CREDIT AGREEMENT.   Exhibit A to the Agreement shall be
and is hereby amended and restated in its entirety to be as set forth in Exhibit
A attached hereto.  Upon delivery of the $65,000,000 Revolving Credit Note,
dated April 30, 1998, to the Bank, the Bank shall mark the $45,000,000 Revolving
Credit Note, dated November 18, 1997, "canceled and replaced by $65,000,000
Revolving Credit Note, dated April 30, 1998."


                                          2
<PAGE>

     4. EXHIBIT B TO THE CREDIT AGREEMENT.   Exhibit B to the Agreement shall be
and is hereby amended to insert in "Line 2" the maximum loans as such shall be
in effect at the date of the certificate.

     5. REPRESENTATIONS AND WARRANTIES.  Willis hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.

     6. COVENANTS.  Willis hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as of
the date hereof.

     7. CORPORATE AUTHORIZATION AND DELIVERY OF DOCUMENTS.  CoreStates shall
have received copies, certified as of the date hereof, of all action taken by
Willis and any other necessary Person to authorize this Amendment and such other
papers as CoreStates shall require.

     8. AFFIRMATION.  Willis hereby affirms its absolute and unconditional
promise to pay to CoreStates Bank the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.

     9. EFFECT OF AMENDMENT.  This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.

     10. COUNTERPARTS.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.

                                   WILLIS LEASE FINANCE CORPORATION



                                   By:  /s/ James D. McBride
                                        -------------------------------------
                                        Name:   James D. McBride
                                        Title:  Executive Vice President
                                                and Chief Financial Officer

                                   CORESTATES BANK, N.A.


                                   By:  /s/ Hugh W. Connelly
                                        -------------------------------------
                                        Name:   Hugh W. Connelly
                                        Title:  Vice President


                                          3

<PAGE>

                                AMENDMENT NO. 6
                                       TO
                                CREDIT AGREEMENT

     Amendment No. 6, dated May 4, 1998, (the "AMENDMENT") to Credit 
Agreement, dated June 12, 1997 as amended prior to this date, (the 
"AGREEMENT") by and between WILLIS LEASE FINANCE CORPORATION, a California 
corporation ("WILLIS") and CORESTATES BANK, N.A., a national banking 
association ("CORESTATES BANK", "CORESTATES" or the "BANK").  All capitalized 
terms used herein and not otherwise defined shall have the respective 
meanings ascribed to them in the Agreement.


                             PRELIMINARY STATEMENT


     WHEREAS, Willis has requested that CoreStates Bank agree to certain 
modifications to the Agreement as set forth herein.

     WHEREAS, CoreStates Bank is willing to agree to such request on the 
terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and promises 
hereinafter set forth and intending to be legally bound hereby, the parties 
hereto agree as follows:


     1. SECTION 1.1 OF THE AGREEMENT.

     (a)  The following definitions are hereby inserted and shall read as 
follows:

          "ADJUSTED LIBO RATE" shall mean, for any Interest Period, the rate 
     per annum (rounded upwards, if necessary to the next 1/16 of 1%) 
     determined pursuant to the following formula:

          Adjusted LIBO Rate   =            LIBO Rate
                                      ---------------------
                                      1 -Reserve Percentage


          "BASE RATE LOAN" shall mean a Loan, or any portion thereof, made at
     the Base Rate pursuant to a request for advance made under Section 2.4
     herein or as otherwise provided in Section 2.5(b)(i) or in any other
     provision hereof or in any other Loan Document.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

<PAGE>

          "BASE RATE MARGIN" shall mean the percentage listed in the following
table:

          LEVERAGE RATIO*                    BASE RATE MARGIN1 (*)


          Less than ______                                            ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________
          _________________________

          1 In the event that the Revolver Termination Date is not extended and
            the Note is to be repaid as described in Section 2.1, the Base Rate
            Margin shall be increased by _____%.*


          "INTEREST PERIOD" shall mean a period commencing on the date of a 
     LIBO Rate Loan or with respect to a Loan being renewed, the last day of 
     the next preceding Interest Period and ending one, two or three months 
     thereafter, as requested by Willis at the time of its Request for Advance; 
     provided also that (i) an Interest Period which would otherwise expire on 
     a day which is not a London Business Day shall be extended to the next 
     succeeding London Business Day unless such London Business Day falls in 
     another calendar month, in which case such Interest Period shall end on 
     the next preceding London Business Day, (ii) any Interest Period which 
     begins on the last London Business Day of a calendar month (or on a day 
     for which there is no numerically corresponding day in the calendar month 
     at the end of such Interest Period) shall, subject to the next succeeding 
     clause, end on the last London Business Day of a calendar month; and (iii) 
     no Interest Period shall end later than the Revolver Termination Date.

          "LEVERAGE RATIO" shall mean the ratio of the Debt of Willis to its
     Tangible Net Worth calculated based on the most recent financial statements
     furnished to the Bank in accordance herewith.

          "LIBO RATE" shall mean the arithmetic average of the rates of interest
     per annum (rounded upwards, if necessary to the next 1/16 of 1%) at which
     the Bank is offered deposits of United States Dollars by leading banks in
     the interbank eurodollar or eurocurrency market on or about eleven o'clock
     (11:00) a.m. London time two London Business Days prior to the commencement
     of the requested Interest Period in an amount substantially equal to the
     outstanding principal amount of the LIBO Rate Loan requested for a maturity
     of comparable duration to the Interest Period.

          "LIBO RATE LOAN" shall mean a Loan made at Adjusted LIBO Rate plus the
     LIBO Rate Margin, pursuant to a request for advance made under Section 2.4
     herein.


_________________________
 * This redacted material has been omitted pursuant to a request for 
   confidential treatment and the material has been filed separately.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      2

<PAGE>

          "LIBO RATE MARGIN" shall mean the percentage listed in the following
     table.

          LEVERAGE RATIO*                         LIBO RATE MARGIN1 (*)

          Less than ______                                            ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________
          Equal to or greater than ______ but less than  ______       ________

          _________________________
          1 In the event that the Revolver Termination Date is not extended 
            and the Note is to be repaid as described in Section 2.1, the LIBO 
            Rate Margin shall be increased by ____% during the repayment 
            period.*


          "LONDON BUSINESS DAY" shall mean any Business Day on which the Bank 
     is open for business and quoting interest rates on United States Dollar 
     deposits in London, England.

          "OPERATING LEASE" shall mean, with respect to any Person, the
     aggregate amount which, in accordance with GAAP, is not required to be
     reported as a liability on the balance sheet of such Person at such time in
     respect of such Person's interest as lessee under an Operating Lease. 

          "RESERVE PERCENTAGE" shall mean, for any LIBO Rate Loan for any
     Interest Period, the daily average of the stated maximum rate (expressed as
     a decimal) at which reserves (including any marginal, supplemental, or
     emergency reserves) are required to be maintained during such Interest
     Period under Regulation D by the Bank against "Eurocurrency liabilities"
     (as such term is used in Regulation D) but without benefit of credit
     proration, exemptions, or offsets that might otherwise be available to the
     Bank from time to time under Regulation D.  Without limiting the effect of
     the foregoing, the Reserve Percentage shall reflect any other reserves
     required to be maintained by the Bank against (1) any category of
     liabilities which includes deposits by reference to which the rate for LIBO
     Rate Loans is to be determined; or (2) any category of extension of credit
     or other assets which include LIBO Rate Loans.  The Adjusted LIBO Rate
     shall be adjusted on and as of the effective day of any change in the
     Reserve Percentage.

          "UNRESTRICTED SUBSIDIARY" shall mean WLFC Funding Corporation, T-5,
     Inc., T-7, Inc., T-10, Inc., T-12, Inc. and any additional subsidiary named
     by Willis after the date hereof with the written consent of the Bank.


_________________________
 * This redacted material has been omitted pursuant to a request for 
   confidential treatment and the material has been filed separately.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      3

<PAGE>

     (b)  The following definitions are hereby amended and restated in their 
entirety to read as follows:

          "BASE RATE" shall mean (i) the rate of interest for commercial loans
     established and publicly announced by CoreStates from time to time as its
     prime rate, or, if higher, (ii) the Federal Funds Rate plus ______% per
     annum.  Any change in such interest rate due to a change in the Base Rate
     shall be effective on the date of such change.(*)

          "DEBT" shall mean, as of any date of determination with respect to
     Willis, without duplication and determined on a consolidated basis, (i) all
     items which in accordance with GAAP would be included in determining total
     liabilities as shown on the liability side of a balance sheet of Willis as
     of the date on which Debt is to be determined, (ii) all indebtedness of
     others with respect to which Willis has become liable by way of a guarantee
     or endorsement (other than for collection or deposit in the ordinary course
     of business), (iii) all contingent liabilities of Willis, (iv) lease
     obligations that, in conformity with GAAP, have been capitalized on Willis'
     balance sheet, and (v) the present value of any outstanding  Operating
     Lease payments (discounted at a rate of 10%), LESS (1) maintenance reserves
     and security deposits that are cash backed, and (2) liabilities of
     Unrestricted Subsidiaries.

          "DEFAULT RATE" on any Loan shall mean two percent (2.0%) per annum
     above the rate then applicable to each Loan or portion thereof.

          "LOAN" or "LOANS" shall mean LIBO Rate or Base Rate Revolving Credit
          Loan or Loans.

          "NET WORTH" shall mean the sum of capital stock, plus paid-in capital,
     plus retained earnings, minus treasury stock and minus the net worth of any
     Unrestricted Subsidiaries.

     2. SECTION 2.1 OF THE AGREEMENT.  The second paragraph of Section 2.1 of
the Agreement is hereby amended and restated in its entirety to read as follows:

          "Revolving Credit Loans may be made from time to time during the
     period beginning on the date hereof and ending on June 30, 1998 or on
     the earlier date of termination in full, pursuant to Section 2.7 or
     Section 8.1 hereof, of the obligations of the Bank under this Section
     2.1 (June 30, 1998 or such earlier date of termination being herein
     called the "REVOLVER TERMINATION DATE").  Revolving Credit Loans shall
     bear interest at (i) the Base Rate plus the Base Rate Margin, (ii)
     Adjusted LIBO Rate plus the LIBO Rate Margin or (iii) some combination
     of the foregoing, as requested by Willis, subject to the terms and
     conditions hereof including the requirements concerning minimum Loan
     requests and the requirements that (i) no request may be made which
     would require more than one interest rate option or more than one
     Interest Period to apply to Loans made on any single date, and (ii),
     in the case of LIBO Rate Loans, (a) not more than


_________________________
 * This redacted material has been omitted pursuant to a request for
   confidential treatment and the material has been filed separately.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      4

<PAGE>

     five such Loans may be outstanding at any one time, and (b) no LIBO Rate
     Loan may have an Interest Period extending beyond the Revolver Termination
     Date.  Revolving Credit Loans at the occasion of each borrowing (and each
     conversion of LIBO Rate Loans into Base Rate Loans) shall be in aggregate
     principal amounts at least equal to $150,000 or, if less, the remaining
     unused amount of the Revolving Loan Commitment.  Each LIBO Rate Loan when
     made (and each conversion of Base Rate Loans into LIBO Rate Loans) shall be
     in an amount at least equal to $3,000,000 or, if greater, then in such
     minimum amount plus $100,000 multiples.  Willis shall not be entitled to
     any Revolving Credit Loan if, after giving effect to such Loan, the unpaid
     amount of the then outstanding Revolving Credit Loans would exceed the then
     current Borrowing Base.  Prior to the Revolver Termination Date and within
     the limits of the Revolving Loan Commitment and the Borrowing Base, Willis
     may borrow, prepay and reborrow Revolving Credit Loans.  All Revolving
     Credit Loans shall mature and be due and payable as set forth in the next
     paragraph of this Section 2.1 unless the maturity of said Loans is
     accelerated as provided in Section 2.7 or Section 8.1 hereof."

     3. SECTION 2.4 OF THE AGREEMENT.  Section 2.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:

     "2.4  FUNDING PROCEDURES.

          (a)  REQUESTS FOR ADVANCE.  Each request for a Loan shall be made not
     later than 2:00 p.m. on a Business Day by delivery to the Bank of a written
     request signed by Willis or in the alternative a telephone request followed
     promptly by written confirmation of the request.  No request shall be
     effective until actually received in writing by the Bank.  Willis may not
     request more than three advances per week.

          A request for Revolving Credit Loans or a conversion or renewal shall
     be delivered to the Bank (A) at least one Business Day, in the case of Base
     Rate Loans and (B) three London Business Days, in the case of LIBO Rate
     Loans, prior to the date on which such Loan is desired.  The request shall
     state (i) the date of such Borrowing, conversion or renewal, which shall be
     a Business Day or, in the case of LIBO Rate Loans, a London Business Day,
     (ii) the amount of such Borrowing, conversion or renewal, (iii) whether the
     Loans comprising such Borrowing are to be Base Rate Loans or LIBO Rate
     Loans and (iv) in the case of LIBO Rate Loans, the duration of the Interest
     Period applicable thereto.  Each request for advance shall be for Loans at
     a single interest rate option.

          (b)  IRREVOCABILITY.  Upon receipt of a request for a Loan and if the
     conditions precedent provided herein shall be satisfied at the time of such
     request, the request for a Loan shall not be revocable by Willis.

          (c)  AVAILABILITY OF FUNDS.  In the case of a borrowing, the Bank will
     make funds immediately available to Willis on the date of each Loan by a
     credit to the account of Willis at the Bank's address set forth opposite
     its name on the signature page hereof."


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      5

<PAGE>

     4. SECTION 2.5 OF THE AGREEMENT.  Section 2.5 of the Agreement is hereby
amended and restated in its entirety to read as follows:

     "2.5 INTEREST RATES.

          (a)  BASE RATE LOANS.  Each Base Rate Loan shall bear interest on the
     unpaid principal balance thereof from day to day at a rate per annum which
     at all times shall be equal to the Base Rate plus the Base Rate Margin. 
     Interest on Loans shall be computed on the basis of a year of 365 or 366
     days, as applicable, if the Base Rate is equal to the prime rate of
     CoreStates.  Interest on Loans shall be computed on the basis of a year of
     360 days, for the actual days elapsed, if the Base Rate is equal to the
     Federal Funds Rate plus ______ annum.(*)

          (b)  LIBO RATE LOANS.   Each LIBO Rate Loan shall bear interest from
     its effective date on the unpaid principal amount thereof at Adjusted LIBO
     Rate plus the LIBO Rate Margin.  Interest on LIBO Rate Loans shall be
     computed on the basis of a year of 360 days, for the actual days elapsed,
     and shall be payable on the last day of the applicable Interest Period. 

          (c)  CONVERSION TO BASE RATE.  Unless Willis shall have elected in
     accordance with the provisions of Section 2.4 or this Section 2.5 that LIBO
     Rate apply to the one, two or three month period immediately succeeding a
     particular Interest Period, upon the termination of such Interest Period
     the applicable Loan shall bear interest at the Base Rate plus the Base Rate
     Margin until such time as Willis elects to request a new LIBO Rate Loan for
     a subsequent Interest Period.

          (d)  RENEWALS AND CONVERSIONS.  Willis shall have the right to convert
     Base Rate Loans into LIBO Rate Loans, and vice versa, and to renew LIBO
     Rate Loans from time to time, provided that:  (i) Willis shall give Bank
     notice of each permitted conversion or renewal; (ii) LIBO Rate Loans may be
     converted or renewed only as of the last day of the applicable Interest
     Period for such Loans; (iii) without the consent of the Bank, no Base Rate
     Loan may be converted into a LIBO Rate Loan, and no Interest Period may be
     renewed if on the proposed date of conversion an Event of Default, or
     Potential Default exists or would thereby occur.  The Bank shall use its
     best efforts to notify Willis of the effectiveness of such conversion or
     renewal, and the new interest rate to which the converted or renewed Loan
     is subject, as soon as practicable after the conversion; provided, however,
     that any failure to give such notice shall not affect Willis' obligations
     or the Bank's rights and remedies hereunder in any way whatsoever.

          (e)  INTERIM PAYMENTS AT BASE RATE.  If at any time Willis requests
     that Adjusted LIBO Rate plus the LIBO Rate Margin be applicable to a Loan
     for a particular Interest Period and a payment of principal is due within
     such period (other than on the last day of such Interest Period), only that
     portion of that Loan equal to the outstanding principal amount of the Loan
     less the principal installment due during such period shall bear interest
     at Adjusted LIBO Rate


_________________________
 * This redacted material has been omitted pursuant to a request for
   confidential treatment and the material has been filed separately.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      6

<PAGE>

     plus the LIBO Rate Margin for such Interest Period.  The portion of that 
     Loan equal to the principal installment due during such period shall bear 
     interest at the Base Rate plus the Base Rate Margin."

     5. SECTION 2.8 OF THE AGREEMENT.  Section 2.8 of the Agreement is hereby
amended and restated in its entirety to read as follows:

     "2.8 VOLUNTARY PREPAYMENTS.

          (a)  BASE RATE LOANS.  On one Business Day's notice to the Bank,
     Willis may, without penalty, at its option, prepay any Base Rate Loan in
     whole at any time or in part from time to time, provided that each partial
     prepayment shall be in the minimum principal amount of $150,000 or, if
     greater, then in multiples thereof and, if less than $150,000 shall be
     outstanding, in principal amount equal to amount remaining outstanding.
     Notwithstanding the foregoing, prepayments may be made in connection with
     the release of collateral as provided in Section 9.3, which prepayments
     shall not be subject to the requirements of the previous sentence.

          (b)  LIBO RATE LOANS.  On three London Business Days' notice to the
     Bank, Willis may, without penalty, at its option, prepay any LIBO Rate Loan
     in whole at any time or in part from time to time, provided that each
     partial prepayment shall be in the minimum principal amount of $1,000,000
     or, if greater, then in multiples of $100,000 and, if less than $1,000,000
     shall be outstanding, in principal amount equal to amount remaining
     outstanding provided that if it shall prepay a LIBO Rate Loan prior to the
     last day of the applicable Interest Period, or shall fail to borrow any
     LIBO Rate Loan on the date such Loan is to be made, it shall pay to the
     Bank, in addition to the principal and interest then to be paid in the case
     of a prepayment, on such date of prepayment, the Additional Amount incurred
     or sustained by the Bank as a result of such prepayment or failure to
     borrow as provided in Section 2.9(e)."

     6. SECTION 2.9 OF THE AGREEMENT.  Section 2.9 of the Agreement is hereby
amended and restated in its entirety to read as follows:

     "SECTION 2.9. PAYMENTS.

          (a)  ACCRUED INTEREST.  Accrued interest on all Base Rate Loans shall
     be due and payable on the first Business Day of each calendar month. 
     Interest on LIBO Rate Loans shall be payable on the last day of the
     applicable Interest Period.  Each Revolving Credit Loan shall mature as
     provided in Section 2.1.

          (b)  FORM OF PAYMENTS, APPLICATION OF PAYMENTS, PAYMENT
     ADMINISTRATION, ETC.  All payments of principal, interest, fees, or other
     amounts payable by Willis hereunder shall be applied to the Loans in such
     order and to such extent as shall be specified by Willis by written notice
     to the Bank at the time of such payment or prepayment.  Such payments shall
     be remitted to the Bank at the address set forth opposite its name on the
     signature page hereof or at such office or account as the Bank shall
     specify to Willis, in immediately available funds not later than 2:00 p.m.
     on the day when due.  Whenever any payment is stated as due on a day which
     is not a Business Day, the maturity of such payment shall, except as
     otherwise provided in the definition of "Interest Period," be extended to
     the next succeeding Business Day and interest and commitment fees shall
     continue to accrue during such extension.  Willis authorizes the Bank to
     deduct from any account of Willis maintained at the Bank or over which the
     Bank


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      7

<PAGE>

     has control any amount payable under this Agreement, the Note or any
     other Loan Document which is not paid in a timely manner.  The Bank's
     failure to deliver any bill, statement or invoice with respect to amounts
     due under this Section or under any Loan Document shall not affect Willis's
     obligation to pay any installment of principal, interest or any other
     amount under this Agreement when due and payable.

          (c)  DEMAND DEPOSIT ACCOUNT.  Willis shall maintain at least one
     demand deposit account with the Bank for purposes of this Agreement. 
     Willis authorizes the Bank to deposit into said account all amounts to be
     advanced to Willis hereunder.  Further, Willis authorizes the Bank (but the
     Bank shall not be obligated) to deduct from said account, or any other
     account maintained by Willis at the Bank, any amount payable hereunder on
     or after the date upon which it is due and payable.  Such authorization
     shall include but not be limited to amounts payable with respect to
     principal, interest, fees and expenses.

          (d)  NET PAYMENTS.  All payments made to the Bank by Willis hereunder,
     under any Note or under any other Loan Document will be made without set
     off, counterclaim or other defense. 

          (e)  PAYMENT OF ADDITIONAL AMOUNT.  If any principal of a LIBO Rate
     Loan shall be repaid (whether upon prepayment, reduction of the Revolving
     Loan Commitment after acceleration or for any other reason) or converted to
     a Base Rate Loan prior to the last day of the Interest Period applicable to
     such LIBO Rate Loan or if Willis fails for any reason to borrow a LIBO Rate
     Loan after giving irrevocable notice pursuant to Section 2.4, it shall pay
     to the Bank, in addition to the principal and interest then to be paid,
     such additional amounts as may be necessary to compensate the Bank for all
     direct and indirect costs and losses (including losses resulting from
     redeployment of prepaid or unborrowed funds at rates lower than the cost of
     such funds to the Bank, and including lost profits incurred or sustained by
     the Bank) as a result of such repayment or failure to borrow (the
     "Additional Amount").  The Additional Amount (which the Bank shall take
     reasonable measures to minimize) shall be specified in a written notice or
     certificate delivered to Willis by the Bank in the form provided by the
     Bank sustaining such costs or losses.  Such notice or certificate shall
     contain a calculation in reasonable detail of the Additional Amount to be
     compensated and shall be conclusive as to the facts and the amounts stated
     therein, absent manifest error."

     7. SECTION 2.10 OF THE AGREEMENT.  Section 2.10 of the Agreement is hereby
inserted to read as follows:

     "SECTION 2.10. CHANGE IN CIRCUMSTANCES, YIELD PROTECTION.

          (a)  CERTAIN REGULATORY CHANGES.  If any Regulatory Change or
     compliance by the Bank with any request made after the date of this
     Agreement by the Board of Governors of the Federal Reserve System or by any
     Federal Reserve Bank or other central bank or fiscal, monetary or similar
     authority (in each case whether or not having the force of law) shall (i)
     impose, modify or make applicable any reserve, special deposit, Federal
     Deposit Insurance Corporation premium or similar requirement or imposition
     against assets held by, or deposits in or for the account of, or loans made
     by, or any other acquisition of funds for loans or advances by, the Bank;
     (ii) impose on the Bank any other condition regarding the Notes; (iii)
     subject the Bank to, or cause the withdrawal or termination of any
     previously granted exemption with respect to, any tax (including any
     withholding tax but not including any income


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      8

<PAGE>

     tax not currently causing the Bank to be subject to withholding) or any 
     other levy, impost, duty, charge, fee or deduction on or from any 
     payments due from Willis; or (iv) change the basis of taxation of 
     payments from Willis to the Bank (other than by reason of a change in 
     the method of taxation of the Bank's net income); and the result of any 
     of the foregoing events is to increase the cost to the Bank of making or 
     maintaining any Loan or to reduce the amount of principal, interest or 
     fees to be received by Willis hereunder in respect of any Loan, the Bank 
     will immediately so notify Willis.  If the Bank determines in good faith 
     that the effects of the change resulting in such increased cost or 
     reduced amount cannot reasonably be avoided or the cost thereof 
     mitigated, then upon notice by the Bank to Willis, Willis shall pay to 
     the Bank on each interest payment date of the Loan, such additional 
     amount as shall be necessary to compensate the Bank for such increased 
     cost or reduced amount.

           (b) CAPITAL ADEQUACY.  If the Bank shall determine that any
     Regulation regarding capital adequacy or the adoption of any Regulation
     regarding capital adequacy, which Regulation is applicable to Banks (or
     their holding companies) generally and not such Bank (or its holding
     company) specifically, or any change therein, or any change in the
     interpretation or administration thereof by any governmental authority,
     central bank or comparable agency charged with the interpretation or
     administration thereof, or compliance by the Bank (or its holding company)
     with any such request or directive regarding capital adequacy (whether or
     not having the force of law) of any such authority, central bank or
     comparable agency, has the effect of reducing the rate of return on the
     Bank's capital as a consequence of its obligations hereunder to a level
     below that which the Bank could have achieved but for such adoption, change
     or compliance (taking into consideration the Bank's policies with respect
     to capital adequacy) by an amount deemed by the Bank to be material, Willis
     shall promptly pay to the Bank for the account of the Bank, upon the demand
     of the Bank, such additional amount or amounts as will compensate the Bank
     for such reduction.

          (c)  ABILITY TO DETERMINE LIBO RATE. If the Bank shall determine
     (which determination will be, in the absence of fraud or manifest error,
     conclusive and binding upon all parties hereto) that by reason of abnormal
     circumstances affecting the interbank eurodollar or applicable eurocurrency
     market adequate and reasonable means do not exist for ascertaining LIBO
     Rate to be applicable to the requested LIBO Rate Loan or that eurodollar or
     eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans
     are not obtainable on reasonable terms, the Bank shall give notice of such
     inability or determination by telephone to Willis at least two Business
     Days prior to the date of the proposed Loan and thereupon the obligations
     of the Bank to make, convert other Loans to, or renew such LIBO Rate Loan
     shall be excused, subject, however, to the right of Willis at any time
     thereafter to submit another request.

          (d)  YIELD PROTECTION.  Determination by the Bank for purposes hereof
     of the effect of any Regulatory Change or other change or circumstance
     referred to above on its costs of making or maintaining Loans or on amounts
     receivable by it in respect of the Loans and of the additional amounts
     required to compensate the Bank in respect of any additional costs, shall
     be made in good faith and shall be evidenced by a certificate, signed by an
     officer of the Bank and delivered to Willis, as to the fact and amount of
     the increased cost incurred by or the reduced amount accruing to the Bank
     owing to such event or events.  Such certificate shall be prepared in
     reasonable detail and shall be conclusive as to the facts and amounts
     stated therein, absent manifest error.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      9

<PAGE>

          (e)  NOTICE OF EVENTS.  The Bank will notify Willis of any event
     occurring after the date of this Agreement that will entitle the Bank to
     compensation pursuant to this Section as promptly as practicable after it
     obtains knowledge thereof and determines to request such compensation. 
     Said notice shall be in writing, shall specify the applicable Section or
     Sections of this Agreement to which it relates and shall set forth the
     amount or amounts then payable pursuant to this Section.  Willis shall pay
     the Bank the amount shown as due on such notice within 10 days after its
     receipt of the same."

     8. SECTION 2.11 OF THE AGREEMENT.  Section 2.11 of the Agreement is hereby
inserted to read as follows:

     "SECTION 2.11.ILLEGALITY. Notwithstanding any other provision in this
     Agreement, if the adoption of any applicable Regulation, or any change
     therein, or any change in the interpretation or administration thereof by
     any governmental authority, central bank, or comparable agency charged with
     the interpretation or administration thereof, or compliance by the Bank
     with any request or directive (whether or not having the force of law) of
     any such authority, central bank, or comparable agency shall make it
     unlawful or impossible for the Bank to (1) maintain its Revolving Loan
     Commitment, then upon notice to Willis by the Bank, the Revolving Loan
     Commitment shall terminate; or (2) maintain or fund its LIBO Rate Loans,
     then upon notice to the Willis of such event, Willis' outstanding LIBO Rate
     Loans shall be converted into Base Rate Loans."

     9. REPRESENTATIONS AND WARRANTIES.  Willis hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.

     10. COVENANTS.  Willis hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as of
the date hereof.

     11. CORPORATE AUTHORIZATION AND DELIVERY OF DOCUMENTS.  CoreStates shall
have received copies, certified as of the date hereof, of all action taken by
Willis and any other necessary Person to authorize this Amendment and such other
papers as CoreStates shall require.

     12. AFFIRMATION.  Willis hereby affirms its absolute and unconditional
promise to pay to CoreStates Bank the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.

     13. EFFECT OF AMENDMENT.  This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.

     14. COUNTERPARTS.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      10

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.


                                   WILLIS LEASE FINANCE CORPORATION


                                   By:  /s/ James D. McBride
                                        ----------------------------------
                                        Name:  James D. McBride
                                        Title: Executive Vice President
                                               and Chief Financial Officer

                                   CORESTATES BANK, N.A.


                                   By:  /s/ Hugh W. Connelly
                                        ----------------------------------
                                        Name:  Hugh W. Connelly
                                        Title: Vice President


Amendment No. 6 to
Credit Agreement                                                     May 4, 1998

                                      11


<PAGE>

- --------------------------------------------------------------------------------




                             AMENDED AND RESTATED
                               CREDIT AGREEMENT



                                     AMONG


                        WILLIS LEASE FINANCE CORPORATION


                                      AND



                   CERTAIN BANKING INSTITUTIONS NAMED HEREIN


                                      WITH


                           FIRST UNION NATIONAL BANK
                 (successor by merger to CoreStates Bank, N.A.)

                                    AS AGENT




                                     dated

                                  JUNE 2, 1998




- --------------------------------------------------------------------------------

<PAGE>

                               TABLE OF CONTENTS



 1. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.1.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.2.  Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . .11

 2. The Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
     2.1.  The Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
               (a) Revolving Credit Loans; Commitment. . . . . . . . . . . .12
               (b) Interest Rate Options.  . . . . . . . . . . . . . . . . .12
               (c) Maximum Loans Outstanding.  . . . . . . . . . . . . . . .12
               (d) Minimum Loan Amount . . . . . . . . . . . . . . . . . . .12
               (e) Prepayment and Reborrowing. . . . . . . . . . . . . . . .12
               (f) Limit for Category B Equipment. . . . . . . . . . . . . .13
               (g) Revolving Loan Commitment Percentages . . . . . . . . . .13
               (h) Several Obligations . . . . . . . . . . . . . . . . . . .13
               (i) Payment of Additional Amount  . . . . . . . . . . . . . .13
     2.2.  Standby Letters of Credit . . . . . . . . . . . . . . . . . . . .13
     2.3.  The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
     2.4.  Funding Procedures. . . . . . . . . . . . . . . . . . . . . . . .14
               (a) Request for Advance . . . . . . . . . . . . . . . . . . .14
               (b) Actions by Agent. . . . . . . . . . . . . . . . . . . . .15
               (c) Availability of Funds . . . . . . . . . . . . . . . . . .15
               (d) Funding Assumptions . . . . . . . . . . . . . . . . . . .15
               (e) Proceeds of Loan Being Repaid . . . . . . . . . . . . . .16
     2.5.  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
               (a) Base Rate Loans . . . . . . . . . . . . . . . . . . . . .16
               (b) LIBO Rate Loans . . . . . . . . . . . . . . . . . . . . .16
               (c) Conversion to Base Rate . . . . . . . . . . . . . . . . .16
               (d) Renewals and Conversions. . . . . . . . . . . . . . . . .16
               (e) Interim Payments At Base Rate . . . . . . . . . . . . . .16
               (f) Reinstatements. . . . . . . . . . . . . . . . . . . . . .17
     2.6.  Revolving Loan Commitment Fee . . . . . . . . . . . . . . . . . .17
     2.7.  Reduction or Termination of Revolving Loan Commitments. . . . . .17
               (a) Voluntary . . . . . . . . . . . . . . . . . . . . . . . .17
               (b) Revolving Loan Commitment Termination . . . . . . . . . .17
     2.8.  Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . . .18
               (a) Base Rate Loans . . . . . . . . . . . . . . . . . . . . .18
               (b) LIBO Rate Loans . . . . . . . . . . . . . . . . . . . . .18
     2.9.  Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
               (a) Accrued Interest. . . . . . . . . . . . . . . . . . . . .18
               (b) Form of Payments, Application of Payments,
                   Payment Administration, Etc.  . . . . . . . . . . . . . .18
               (c) Demand Deposit Account. . . . . . . . . . . . . . . . . .18
               (d) Net Payments. . . . . . . . . . . . . . . . . . . . . . .19
     2.10. Change in Circumstances, Yield Protection . . . . . . . . . . . .19
               (a) Certain Regulatory Changes. . . . . . . . . . . . . . . .19


                                      i

<PAGE>

               (b) Capital Adequacy. . . . . . . . . . . . . . . . . . . . .19
               (c) Ability to Determine LIBO Rate. . . . . . . . . . . . . .19
               (d) Yield Protection. . . . . . . . . . . . . . . . . . . . .20
               (e) Notice of Events. . . . . . . . . . . . . . . . . . . . .20
     2.11. Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
     2.12. Discretion of Each Bank as to Manner of Funding . . . . . . . . .20

3. Representations and Warranties. . . . . . . . . . . . . . . . . . . . . .20
     3.1.  Organization, Standing. . . . . . . . . . . . . . . . . . . . . .21
     3.2.  Corporate Authority, Validity, Etc. . . . . . . . . . . . . . . .21
     3.3.  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
     3.4.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
     3.5.  Financial Statements. . . . . . . . . . . . . . . . . . . . . . .22
     3.6.  Not in Default, Judgments, Etc. . . . . . . . . . . . . . . . . .22
     3.7.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
     3.8.  Permits, Licenses, Etc. . . . . . . . . . . . . . . . . . . . . .22
     3.9.  No Materially Adverse Contracts, Etc. . . . . . . . . . . . . . .22
     3.10. Compliance with Laws, Etc . . . . . . . . . . . . . . . . . . . .22
               (a) Compliance Generally. . . . . . . . . . . . . . . . . . .22
               (b) Hazardous Wastes, Substances and Petroleum Products . . .23
     3.11. Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
     3.12. Subsidiaries, Etc . . . . . . . . . . . . . . . . . . . . . . . .23
     3.13. Title to Properties, Leases . . . . . . . . . . . . . . . . . . .23
     3.14. Public Utility Holding Company; Investment Company. . . . . . . .23
     3.15. Margin Stock. . . . . . . . . . . . . . . . . . . . . . . . . . .23
     3.16. Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . . . .24
     3.17. Depreciation Policies . . . . . . . . . . . . . . . . . . . . . .24
     3.18. Disclosure Generally. . . . . . . . . . . . . . . . . . . . . . .24

4. Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . . .24
     4.1.  All Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
               (a)  Request For Advance. . . . . . . . . . . . . . . . . . .24
               (b)  Borrowing Base Certificate . . . . . . . . . . . . . . .24
               (c)  Covenants; Representations . . . . . . . . . . . . . . .24
               (d)  Defaults . . . . . . . . . . . . . . . . . . . . . . . .24
               (e)  Material Adverse Change. . . . . . . . . . . . . . . . .24
     4.2.  Conditions to First Loan. . . . . . . . . . . . . . . . . . . . .24
               (a)  Articles, Bylaws . . . . . . . . . . . . . . . . . . . .24
               (b)  Evidence of Authorization. . . . . . . . . . . . . . . .25
               (c)  Legal Opinions . . . . . . . . . . . . . . . . . . . . .25
               (d)  Incumbency . . . . . . . . . . . . . . . . . . . . . . .25
               (e)  Notes. . . . . . . . . . . . . . . . . . . . . . . . . .25
               (f)  Documents. . . . . . . . . . . . . . . . . . . . . . . .25
               (g)  Consents . . . . . . . . . . . . . . . . . . . . . . . .25
               (h)  Other Agreements . . . . . . . . . . . . . . . . . . . .25
               (i)  Fees, Expenses . . . . . . . . . . . . . . . . . . . . .25

5. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . .25
     5.1.  Financial Statements and Reports. . . . . . . . . . . . . . . . .25


                                      ii

<PAGE>

               (a)  Annual Statements. . . . . . . . . . . . . . . . . . . .25
               (b)  Quarterly Statements . . . . . . . . . . . . . . . . . .26
               (c)  No Default . . . . . . . . . . . . . . . . . . . . . . .26
               (d)  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . .27
               (e)  Material Changes . . . . . . . . . . . . . . . . . . . .27
               (f)  Other Information. . . . . . . . . . . . . . . . . . . .27
               (g)  Borrowing Base Certificates. . . . . . . . . . . . . . .27
               (h)  Monthly Lease Portfolio and Receivables Report . . . . .27
               (i)  Maintenance of Current Depreciation Policies . . . . . .27
               (j)  Monthly Lease Receipts Report. . . . . . . . . . . . . .27
     5.2. Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . .27
     5.3. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
     5.4. Compliance with Regulations. . . . . . . . . . . . . . . . . . . .28
     5.5. Conduct of Business; Permits and Approvals, Compliance 
           with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
     5.6. Maintenance of Properties. . . . . . . . . . . . . . . . . . . . .28
     5.7. Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . .28
     5.8. Payment of Debt; Payment of Taxes, Etc . . . . . . . . . . . . . .28
     5.9. Notice of Events . . . . . . . . . . . . . . . . . . . . . . . . .28
     5.10. Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . .29
     5.11. Generally Accepted Accounting Principles. . . . . . . . . . . . .29
     5.12. Compliance with Material Contracts. . . . . . . . . . . . . . . .29
     5.13. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . .29
     5.14. Further Assurances. . . . . . . . . . . . . . . . . . . . . . . .29

6. Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . .30
     6.1.  Consolidation and Merger. . . . . . . . . . . . . . . . . . . . .30
     6.2.  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
     6.3.  Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . .30
     6.4.  Margin Stock. . . . . . . . . . . . . . . . . . . . . . . . . . .30
     6.5.  Acquisitions and Investments. . . . . . . . . . . . . . . . . . .30
     6.6.  Transfer of Assets; Nature of Business. . . . . . . . . . . . . .31
     6.7.  Accounting Change . . . . . . . . . . . . . . . . . . . . . . . .31
     6.8.  Transactions with Affiliates  . . . . . . . . . . . . . . . . . .31
     6.9.  Restriction on Amendment of This Agreement  . . . . . . . . . . .31

7. Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .31
     7.1.  No losses . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
     7.3.  Debt to Tangible Net Worth. . . . . . . . . . . . . . . . . . . .31
     7.4.  Minimum Interest Expense Coverage . . . . . . . . . . . . . . . .31
     7.5.  Borrowing Base. . . . . . . . . . . . . . . . . . . . . . . . . .31

8. Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
     8.1.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . .32
               (a)  Payments . . . . . . . . . . . . . . . . . . . . . . . .32
               (b)  Covenants. . . . . . . . . . . . . . . . . . . . . . . .32
               (c)  Representations, Warranties. . . . . . . . . . . . . . .32
               (d)  Bankruptcy . . . . . . . . . . . . . . . . . . . . . . .32
               (e)  Certain Other Defaults . . . . . . . . . . . . . . . . .32
               (f)  Judgments. . . . . . . . . . . . . . . . . . . . . . . .33


                                      iii

<PAGE>

               (g) Attachments . . . . . . . . . . . . . . . . . . . . . . .33
               (h) Change in Control . . . . . . . . . . . . . . . . . . . .33
               (i)  Security Interests . . . . . . . . . . . . . . . . . . .33
               (j)  Changes in Senior Management . . . . . . . . . . . . . .33

9. Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
     9.1. Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
     9.2. Security Agreement . . . . . . . . . . . . . . . . . . . . . . . .34
     9.3. Release of Collateral. . . . . . . . . . . . . . . . . . . . . . .34

10. Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
     10.1.  Appointment and Authorization. . . . . . . . . . . . . . . . . .34
     10.2.  Duties and Obligations . . . . . . . . . . . . . . . . . . . . .34
     10.3.  First Union as a Bank. . . . . . . . . . . . . . . . . . . . . .35
     10.4.  Independent Credit Decisions . . . . . . . . . . . . . . . . . .35
     10.5.  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .35
     10.6.  Successor Agent. . . . . . . . . . . . . . . . . . . . . . . . .36
     10.7.  Allocations Made By First Union. . . . . . . . . . . . . . . . .36

11. Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
     11.1.  Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
     11.2.  Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . .36
     11.3.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .36
     11.4.  Participations and Assignments . . . . . . . . . . . . . . . . .37
     11.5.  Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
     11.6.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
     11.7.  Sharing of Collections, Proceeds and Set-Offs:
            Application of Payments. . . . . . . . . . . . . . . . . . . . .37
     11.8.  Expenses; Indemnification. . . . . . . . . . . . . . . . . . . .38
     11.9.  Survival of Warranties and Certain Agreements. . . . . . . . . .39
     11.10.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . .39
     11.11.  Banks' Obligations Several; Independent Nature of 
             Banks' Rights . . . . . . . . . . . . . . . . . . . . . . . . .39
     11.12.  No Fiduciary Relationship . . . . . . . . . . . . . . . . . . .39
     11.13.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS. . . . . . . . .39
     11.14.  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . .40
     11.15.  Counterparts; Effectiveness . . . . . . . . . . . . . . . . . .40
     11.16.  Use of Defined Terms. . . . . . . . . . . . . . . . . . . . . .40
     11.17.  Offsets . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
     11.18.  Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . .41

__________________________________________________________

Exhibit A      List of Banks and Commitments
Exhibit B      Note
Exhibit C      Borrowing Base Certificate
Exhibit D      Mortgage and Security Agreement
Exhibit E      Compliance Certificate
Exhibit F      Depreciation Policies
Exhibit G      Description of Aircraft, Engines and Propellers

Schedule 1     Miscellaneous Information


                                      iv

<PAGE>

                             AMENDED AND RESTATED
                               CREDIT AGREEMENT


     This Amended and Restated Credit Agreement, dated June 2, 1998 (the 
"AGREEMENT"), is entered into by and between WILLIS LEASE FINANCE 
CORPORATION, a California corporation ("WILLIS"), the banking institutions 
signatories hereto and named in Exhibit A attached hereto and such other 
institutions that hereafter become a "Bank" pursuant to Section 10.4 hereof 
(collectively the "BANKS" and individually a "BANK") and FIRST UNION NATIONAL 
BANK, a national banking association, as agent for the Banks under this 
Agreement ("FIRST UNION", which shall mean in its capacity as agent unless 
specifically stated otherwise). This Agreement amends and restates in its 
entirety the Credit Agreement, dated June 12, 1997, between Willis and 
CoreStates Bank, N.A. (now First Union National Bank by reason of the merger 
of CoreStates Bank, N.A. with and into First Union National Bank on May 15, 
1998), as said Credit Agreement was amended through the date hereof.


                             PRELIMINARY STATEMENT

     WHEREAS, Willis desires to have available to it a revolving credit 
facility which will be used for the purchase or refinance of Equipment (as 
defined herein) most of which will be held for sale or for lease to 
unaffiliated persons, said Equipment and related leases to constitute part of 
the Collateral (as defined herein) and for general working capital purposes.

     WHEREAS, the Banks are willing to establish such revolving credit 
facility and make loans to Willis under the terms and conditions hereinafter 
set forth.

     NOW, THEREFORE, in consideration of the premises and promises 
hereinafter set forth and intending to be legally bound hereby, the parties 
hereto agree as follows:


                            1. CERTAIN DEFINITIONS

     1.1.  DEFINITIONS.

     "ADJUSTED LIBO RATE" shall mean, for any Interest Period, the rate per
     annum (rounded upwards, if necessary to the next 1/16 of 1%) determined
     pursuant to the following formula:

          Adjusted LIBO Rate  =       LIBO Rate
                                 _____________________
                                 1 -Reserve Percentage

     "AFFILIATE" shall mean any Person: (1) which directly or indirectly
     controls, or is controlled by, or is under common control with Willis; (2)
     which directly or indirectly beneficially owns or holds ten percent (10%)
     or more of any class of voting stock of Willis; or (3) ten percent (10%) or
     more of whose voting stock of which is directly or indirectly beneficially
     owned or held by Willis.  The term "control" means the possession, directly
     or indirectly, of the power to direct or cause the direction of the
     management and policies of a Person, whether through the ownership of
     voting securities, by contract, or otherwise.


                                      1

<PAGE>

     "AGGREGATE REVOLVING LOAN COMMITMENT" shall have the meaning set forth in
     Section 2.1(a).

     "AGREEMENT" shall mean this Credit Agreement, as amended, supplemented,
     modified, replaced, substituted for or restated from time to time and all
     exhibits and schedules attached hereto.

     "BASE RATE" shall mean (i) the rate of interest for commercial loans
     established and publicly announced by First Union from time to time as its
     prime rate, or, if higher, (ii) the Federal Funds Rate plus __%* per annum.
     Any change in such interest rate due to a change in the Base Rate shall be
     effective on the date of such change.

     "BASE RATE LOAN" shall mean a Loan, or any portion thereof, made at the
     Base Rate pursuant to a request for advance made under Section 2.4 herein
     or as otherwise provided in Section 2.5 or in any other provision hereof or
     in any other Loan Document.

     "BASE RATE MARGIN" shall mean the percentage listed in the following table:

          LEVERAGE RATIO*                              BASE RATE MARGIN*

          Less than ___                                            ___%
          Equal to or greater than ___ but less than ___           ___%
          Equal to or greater than ___ but less than ___           ___%
          Equal to or greater than ___ but less than ___           ___%
          Equal to or greater than ___                             ___%

     "BORROWING BASE" shall mean __% of Willis's acquisition cost of Equipment
     included in the Collateral, PROVIDED, HOWEVER, that on June 30 and December
     31 of each year a review of the Collateral shall be made to determine
     whether the net book value of each piece of Equipment has declined by more
     than __% from the acquisition cost.  In each such case where the net book
     value has decreased by more than __% from the acquisition cost, the
     Borrowing Base shall mean __% of the net book value of such Equipment.  No
     item of Category A Equipment shall be included in the Borrowing Base unless
     either (1) it shall be the subject of an Eligible Lease which is also
     included in the Collateral or (2) it was purchased by Willis for the
     purpose of sale or lease to an unaffiliated Person and the purchase date is
     not later than nine months previous.  No item of Category B(1) Equipment
     shall be included in the Borrowing Base if it was purchased by Willis more
     than nine months prior to the date of determination of the Borrowing Base. 
     No item of Category B(2) Equipment shall be included in the Borrowing Base
     unless it shall be the subject of an Eligible Lease which is also included
     in the Collateral.*


_________________________
 * This redacted material has been omitted pursuant to a request for
   confidential treatment and the material has been filed separately.


                                      2

<PAGE>

     "BORROWING BASE CERTIFICATE" shall mean a certificate in substantially the
     form attached hereto as Exhibit C hereto which shall be signed by the chief
     financial officer or chief executive officer of Willis.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday, or other
     day on which commercial banks in Philadelphia or San Francisco are
     authorized or required to close under the laws of the Commonwealth of
     Pennsylvania and, if the applicable day relates to a LIBO Rate Loan, or
     notice with respect to a LIBO Rate Loan, a day on which dealings in Dollar
     deposits are also carried on in the London interbank market and banks are
     open for business in London ("London Business Day").

     "CAPITALIZED LEASE" shall mean all lease obligations of any Person for any
     property (whether real, personal or mixed) which have been or should be
     capitalized on the books of the lessee in accordance with Generally
     Accepted Accounting Principles.

     "CAPITALIZED LEASE OBLIGATIONS" with respect to any Person, shall mean the
     aggregate amount which, in accordance with GAAP, is required to be reported
     as a liability on the balance sheet of such Person at such time in respect
     of such Person's interest as lessee under a Capital Lease.

     "CATEGORY A EQUIPMENT" shall mean equipment purchased by Willis from
     unaffiliated Persons and which is either (1) the subject of an Eligible
     Lease or (2) held for sale or lease to unaffiliated Persons.  Category A
     Equipment shall be composed of Stage III compliant jet engines which are
     less than 15 years from the date of manufacture and are suitable for use in
     major aircraft manufactured by The Boeing Co., McDonnell Douglas Corp. or
     Airbus Industrie.  Category A Equipment also shall include two de Havilland
     Dash 8-103 turbo prop aircraft, four Pratt & Whitney Model PW121 engines
     and four Hamilton Standard Model 14 SF-7 propellers, each as more fully
     described in Exhibit G attached hereto which have been or will be purchased
     from de Havilland Corporation and leased to Aloha Islandair, Inc.

     "CATEGORY B EQUIPMENT" shall mean equipment purchased by Willis from
     unaffiliated Persons which is either (1) Stage II or III engines or
     aircraft acquired for the purpose of salvaging and/or retrofitting, or (2)
     traceable spare parts the purchase price of which was in excess of $3,000
     in each case, are the subject of Eligible Leases and have discrete serial
     and part numbers or other identifying numbers acceptable to the Required
     Banks.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
     to time, and all rules and regulations with respect thereto in effect from
     time to time.

     "COLLATERAL" shall have the meaning set forth in Section 9.1.

     "COMPLIANCE CERTIFICATE" shall mean a certificate in substantially the form
     attached hereto as Exhibit E which shall be signed by the chief financial
     officer, treasurer or controller of Willis.

     "DEBT" shall mean, as of any date of determination with respect to Willis,
     without duplication and determined on a consolidated basis, (i) all items
     which in accordance with GAAP would be included in determining total
     liabilities as shown on the liability side of a balance sheet of Willis as
     of the date on which Debt is to be determined, (ii) all indebtedness of
     others with respect to which Willis has become liable by way of a guarantee
     or endorsement (other than for


                                      3

<PAGE>

     collection or deposit in the ordinary course of business), (iii) all 
     contingent liabilities of Willis, (iv) lease obligations that, in 
     conformity with GAAP, have been capitalized on Willis' balance sheet, 
     and (v) the present value of any outstanding Operating Lease payments 
     (discounted at a rate of 10%), LESS (1) maintenance reserves and 
     security deposits that are cash backed, and (2) liabilities of 
     Unrestricted Subsidiaries.

     "DEBT SERVICE" shall mean actual payments of principal on Debt and
     Capitalized Lease Obligations (including any Debt or Capital Lease
     Obligations paid from the sale of equipment during the period), plus
     interest expense incurred during the period.

     "DEFAULT RATE" on any Loan shall mean two percent (2.0%) per annum above
     the rate then applicable to each Loan or portion thereof.

     "DOLLARS" shall mean the lawful currency of the United States of America.

     "EBIT" shall mean the sum of (i) Net Income, plus (ii) amounts deducted for
     interest and income taxes.

     "ELIGIBLE LEASE" shall mean a lease for Equipment to an unaffiliated Person
     in which (i) Willis or its trustee is the sole lessor (ii) the lease arose
     in the ordinary course of business of Willis, (iii) the Equipment has been
     delivered to the lessee and is currently subject to the lease, (iv) neither
     the lease nor the Equipment is subject to any currently outstanding
     assignment, claim, lien, security interest or other limitation on the
     absolute title of Willis or its trustee thereto, (v) the lease payments are
     not more than 90 days past due with respect to any payment required thereby
     (based on the original contractual term and not including any amendment or
     modification thereof, unless the Required Banks have specifically consented
     thereto in writing), (vi) the lease is freely assignable (with any notices
     or consents required in connection therewith having been previously
     obtained), (vii) the lease is dated and has been in effect for not more
     than 45 days prior to the date the lease was assigned to First Union, as
     Agent, and included in the Collateral in the case of leases entered into
     subsequent to the date hereof; or the lease was assigned to First Union, as
     Agent, and included in the Collateral within 45 days immediately following
     the date hereof, in the case of leases existing at the date hereof without
     regard to the date of the lease; or the lease was assigned to First Union,
     as Agent, and included in the Collateral within 45 days immediately
     following the date of acquisition of said lease by Willis, in the case of
     leases purchased from unaffiliated persons, (viii) the lease has not been
     included in the Collateral for a period of more than twenty-four months,
     (ix) the lease and the Equipment being leased constitute Collateral, (x)
     the remaining lease term at the time of assignment to First Union, as
     Agent, is for a period of ten years or less in the case of Category A
     Equipment and Category B(2) Equipment, (xi) the lease is a noncancellable,
     triple net lease in which the lessee may not assert, as an offset, any
     defenses or claims against the lessor arising from the condition or the
     intended use of the subject matter, except in the case of leases with terms
     of less than 6 months in which Willis may be responsible for maintenance
     and (xii) the lessee is not a resident of, and the Equipment will not be
     used in any foreign jurisdiction in which the ability of First Union, as
     Agent, to perfect a first priority security interest in the Equipment is
     unsatisfactory or the ability of First Union, as Agent, to foreclose upon
     the Equipment and receive possession to or sell said Equipment is
     unsatisfactory.


                                      4

<PAGE>

     "ENVIRONMENTAL CONTROL STATUTES" shall mean each and every applicable
     federal, state, county or municipal environmental statute, ordinance, rule,
     regulation, order, directive or requirement, together with all successor
     statutes, ordinances, rules, regulations, orders, directives or
     requirements, of any Governmental Authority, including without limitation
     laws in any way related to Hazardous Substances.
     
     "EQUIPMENT" shall mean Category A Equipment and Category B Equipment.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
     it may be amended from time to time.

     "ERISA AFFILIATE" shall mean any corporation which is a member of the same
     controlled group of corporations as Willis within the meaning of Section
     414(b) of the Code, or any trade or business which is under common control
     with Willis within the meaning of Section 414(c) of the Code.  

     "EVENT OF DEFAULT" shall have the meaning set forth in Section 8.1.

     "FEDERAL FUNDS RATE" shall mean the daily rate of interest announced from
     time to time by the Board of Governors of the Federal Reserve System in
     publication H. 15 as the "Federal Funds Rate," or if such publication is
     unavailable, such rate as is available to First Union on such day.

     "FISCAL QUARTER" shall mean a fiscal quarter of Willis, which shall be any
     quarterly period ending on March 31, June 30, September 30 or December 31
     of any year.

     "FISCAL YEAR" shall mean a fiscal year of Willis, which shall end on the
     last day of December.

     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" OR "GAAP" shall mean generally
     accepted accounting principles as in effect from time to time in the United
     States, consistently applied.

     "GOVERNMENTAL AUTHORITY" shall mean the federal, state, county or municipal
     government, or any department, agency, bureau or other similar type body
     obtaining authority therefrom or created pursuant to any laws, including
     without limitation Environmental Control Statutes. 

     "HAZARDOUS SUBSTANCES" shall mean without limitation, any regulated
     substance, toxic substance, hazardous substance, hazardous waste,
     pollution, pollutant or contaminant, as defined or referred to in the
     Resource Conservation and Recovery Act, as amended, 15 U.S.C., Section 2601
     ET SEG.; the Comprehensive Environmental Response, Compensation and
     Liability Act, 33 U.S.C. Section 1251 ET SEG.; the federal underground
     storage tank law, Subtitle I of the Resource Conservation and Recovery Act,
     as amended, P.L. 98-616, 42 U.S.C. Section 6901 ET SEG.; together with any
     amendments thereto, regulations promulgated thereunder and all
     substitutions thereof, as well as words of similar purport or meaning
     referred to in any other federal, state, county or municipal environmental
     statute, ordinance, rule or regulation.

     "INDEBTEDNESS FOR BORROWED MONEY" shall mean (i) all indebtedness,
     liabilities, and obligations, now existing or hereafter arising, for money
     borrowed by Willis, whether or not evidenced by any note, indenture, or
     agreement (including, without limitation, the Note and


                                      5

<PAGE>

     any indebtedness for money borrowed from an Affiliate) and (ii) all 
     indebtedness of others for money borrowed (including indebtedness of an 
     Affiliate) with respect to which Willis has become liable by way of a 
     guarantee or indemnity.

     "INTANGIBLE ASSETS" shall mean all assets which would be classified as
     intangible assets under GAAP consistently applied, including, without
     limitation, goodwill (whether representing the excess of cost over book
     value of assets acquired or otherwise), patents, trademarks, trade names,
     copyrights, franchises, and deferred charges (including, without
     limitation, unamortized debt discount and expense, organization costs, and
     research and development costs).  For purposes of this definition,
     prepayments of taxes, license fees and other expenses shall not be deemed
     Intangible Assets.

     "INTEREST PERIOD" shall mean a period commencing on the date of a LIBO Rate
     Loan or with respect to a Loan being renewed, the last day of the next
     preceding Interest Period and ending one, two or three months thereafter,
     as requested by Willis at the time of its Request for Advance; provided
     also that (i) an Interest Period which would otherwise expire on a day
     which is not a London Business Day shall be extended to the next succeeding
     London Business Day unless such London Business Day falls in another
     calendar month, in which case such Interest Period shall end on the next
     preceding London Business Day, (ii) any Interest Period which begins on the
     last London Business Day of a calendar month (or on a day for which there
     is no numerically corresponding day in the calendar month at the end of
     such Interest Period) shall, subject to the next succeeding clause, end on
     the last London Business Day of a calendar month; and (iii) no Interest
     Period shall end later than the Revolver Termination Date.

     "INVESTMENT" in any Person shall mean (a) the acquisition (whether for
     cash, property, services or securities or otherwise) of capital stock,
     bonds, notes, debentures, partnership or other ownership interests or other
     securities of such Person; (b) any deposit with, or advance, loan or other
     extension of credit to, such Person (other than any such deposit, advance,
     loan or extension of credit having a term not exceeding 90  days in the
     case of unaffiliated Persons and 120 days in the case of Affiliates
     representing the purchase price of inventory or supplies purchased in the
     ordinary course of business) or guarantee or assumption of, or other
     contingent obligation with respect to, Indebtedness for Borrowed Money or
     other liability of such Person; and (c) (without duplication of the amounts
     included in (a) and (b)) any amount that may, pursuant to the terms of such
     investment, be required to be paid, deposited, advanced, lent or extended
     to or guaranteed or assumed on behalf of such Person.

     "LEVERAGE RATIO" shall mean the ratio of the Debt of Willis to its Tangible
     Net Worth calculated based on the most recent financial statements
     furnished to the Banks in accordance herewith.

     "LIBO RATE" shall mean the arithmetic average of the rates of interest per
     annum (rounded upwards, if necessary to the next 1/16 of 1%) at which First
     Union National Bank, individually, is offered deposits of United States
     Dollars by leading banks in the interbank eurodollar or eurocurrency market
     on or about eleven o'clock (11:00) a.m. London time two London Business
     Days prior to the commencement of the requested Interest Period in an
     amount substantially equal to the outstanding principal amount of the LIBO
     Rate Loan requested for a maturity of comparable duration to the Interest
     Period.


                                      6

<PAGE>

     "LIBO RATE LOAN" shall mean a Loan made at Adjusted LIBO Rate plus the LIBO
     Rate Margin, pursuant to a request for advance made under Section 2.4
     herein.

     "LIBO RATE MARGIN" shall mean the percentage listed in the following table.

          LEVERAGE RATIO (*)                      LIBO RATE MARGIN*

          Less than ___                                          ___%
          Equal to or greater than ___ but less than 3.00        ___%
          Equal to or greater than ___ but less than 4.00        ___%
          Equal to or greater than ___ but less than 5.00        ___%
          Equal to or greater than ___                           ___%

     "LIEN" shall mean any lien, mortgage, security interest, chattel mortgage,
     pledge or other encumbrance (statutory or otherwise) of any kind securing
     satisfaction of an Obligation, including any agreement to give any of the
     foregoing, any conditional sales or other title retention agreement, any
     lease in the nature thereof, and the filing of or the agreement to give any
     financing statement under the Uniform Commercial Code of any jurisdiction
     or similar evidence of any encumbrance, whether within or outside the
     United States.

     "LOAN" or "LOANS" shall mean LIBO Rate or Base Rate Revolving Credit Loan
     or Loans.

     "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the Security
     Agreement, and all other documents directly related or incidental to said
     documents, the Loans or the Collateral.

     "MATERIAL ADVERSE CHANGE" shall mean any event or condition which, in the
     reasonable determination of the Required Banks, could result in a material
     adverse change in the financial condition, business, properties or profits
     of Willis or which gives reasonable grounds to conclude that Willis, may
     not or will not be able to perform or observe (in the normal course) its
     obligations under the Loan Documents to which it is a party, including but
     not limited to the Notes.

     "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect (i) on the
     financial condition, business, properties, or profits of Willis, (ii) the
     ability of Willis to perform its obligations under this Agreement, the
     Notes and the other Loan Documents, or (iii) the legality, validity or
     enforceability of this Agreement or the Notes or the rights and remedies of
     the holders of the Loans.

     "MONTHLY LEASE PORTFOLIO AND RECEIVABLES REPORT" shall mean a report in
     summary form of the status of accounts receivable in respect of all leases
     which are part of the Collateral in form and substance reasonably
     satisfactory to First Union, as Agent.


_________________________
 * This redacted material has been omitted pursuant to a request for
   confidential treatment and the material has been filed separately.


                                      7

<PAGE>

     "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in ERISA
     Section 4001(a)(3), which covers employees of Willis or any ERISA
     Affiliate.

     "NET INCOME" shall mean net income after income taxes as shown on the
     Statement of Income.

     "NET WORTH" shall mean the sum of capital stock, plus paid-in capital, plus
     retained earnings, minus treasury stock and minus the net worth of any
     Unrestricted Subsidiaries.

     "NOTE" or "NOTES" shall have the meaning set forth in Section 2.3.
 
     "OBLIGATIONS" shall mean all now existing or hereafter arising debts,
     obligations, covenants, and duties of payment or performance of every kind,
     matured or unmatured, direct or contingent, owing, arising, due, or payable
     to the Banks or First Union, as Agent, by or from Willis arising out of
     this Agreement or any other Loan Document, including, without limitation,
     all obligations to repay principal of and interest on the Loans, and to pay
     interest, fees, costs, charges, expenses, professional fees, and all sums
     chargeable to Willis or for which Willis is liable as indemnitor under the
     Loan Documents, whether or not evidenced by any note or other instrument.

     "OPERATING LEASE" shall mean, with respect to any Person, the aggregate
     amount which, in accordance with GAAP, is not required to be reported as a
     liability on the balance sheet of such Person at such time in respect of
     such Person's interest as lessee under an Operating Lease. 

     "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
     successor thereto.

     "PENSION PLAN" shall mean, at any time, any Plan (including a Multiemployer
     Plan), the funding requirements of which (under ERISA Section 302 or Code
     Section 412) are, or at any time within the six years immediately preceding
     the time in question, were in whole or in part, the responsibility of
     Willis or any ERISA Affiliate.

     "PERMITTED LIENS" shall mean (a) any Liens for current taxes, assessments
     and other governmental charges not yet due and payable or being contested
     in good faith by Willis by appropriate proceedings and for which adequate
     reserves have been established by Willis as reflected in Willis's financial
     statements; (b) any mechanic's, materialman's, carrier's, warehousemen's or
     similar Liens for sums not yet due or being contested in good faith by
     Willis by appropriate proceedings and for which adequate reserves have been
     established by Willis as reflected in Willis's financial statements; (c)
     easements, rights-of-way, restrictions and other similar encumbrances on
     the real property or fixtures of Willis incurred in the ordinary course of
     business which individually or in the aggregate are not substantial in
     amount and which do not in any case materially detract from the value or
     marketability of the property subject thereto or interfere with the
     ordinary conduct of the business of Willis; (d) Liens (other than Liens
     imposed on any property of Willis pursuant to ERISA or Section 412 of the
     Code) incurred or deposits made in the ordinary course of business,
     including Liens in connection with workers' compensation, unemployment
     insurance and other types of social security and Liens to secure
     performance of tenders, statutory obligations, surety and appeal bonds (in
     the case of appeal bonds such Lien shall not secure any reimbursement or
     indemnity obligation in an


                                      8

<PAGE>

     amount greater than $2,500,000), bids, leases that are not Capitalized 
     Leases, performance bonds, sales contracts and other similar 
     obligations, in each case, not incurred in connection with the obtaining 
     of credit or the payment of a deferred purchase price, and which do not, 
     in the aggregate, result in a Material Adverse Effect; and (e) Liens, if 
     any, existing on the date hereof and listed in Schedule 1 hereto other 
     than Liens of the character referred to in clause (g); (f) Liens in 
     favor of First Union, as Agent, in the Collateral as contemplated by 
     this Agreement and the other Loan Documents; (g) Liens on specific 
     assets purchased which are not included in the Collateral and whether 
     such assets are purchased before or after the date hereof and any 
     revenue stream directly attributable thereto provided that such liens 
     are limited to the equipment so purchased and the revenue stream 
     generated therefrom.

     "PERSON" shall mean any individual, corporation, partnership, joint
     venture, association, company, business trust or entity, or other entity of
     whatever nature.

     "PLAN" shall mean an employee benefit plan as defined in Section 3(3) of
     ERISA, other than a Multiemployer Plan, whether formal or informal and
     whether legally binding or not.

     "POTENTIAL DEFAULT" shall mean an event, condition or circumstance that
     with the giving of notice or lapse of time or both would become an Event of
     Default.

     "PRIME RATE" shall mean, for any day, the prime commercial lending rate of
     First Union National Bank, as announced from time to time at its head
     office, calculated on the basis of 30 day months and a year of 360 days.

     "PROHIBITED TRANSACTION" shall mean a transaction that is prohibited under
     Code Section 4975 or ERISA Section 406 and not exempt under Code Section
     4975 or ERISA Section 408.

     "REGULATION" shall mean any statute, law, ordinance, regulation, order or
     rule of any United States or foreign, federal, state, local or other
     government or governmental body, including, without limitation, those
     covering or related to banking, financial transactions, securities, public
     utilities, environmental control, energy, safety, health, transportation,
     bribery, record keeping, zoning, antidiscrimination, antitrust, wages and
     hours, employee benefits, and price and wage control matters.

     "REGULATION D" shall mean Regulation D of the Board of Governors of the
     Federal Reserve System, as it may be amended from time to time.

     "REGULATORY CHANGE" shall mean any change after the date of this Agreement
     in any  Regulation (including Regulation D) or the adoption or making after
     such date of any interpretations, directives or requests of or under any
     Regulation (whether or not having the force of law) by any court or
     governmental or monetary authority charged with the interpretation or
     administration thereof applying to a class of banks including any one of
     the Banks but excluding any foreign office of any Bank.

     "RELEASE" shall mean without limitation, the presence, leaking, leaching,
     pouring, emptying, discharging, spilling, using, generating, manufacturing,
     refining, transporting, treating, or storing of Hazardous Substances at,
     into, onto, from or about the property or the threat


                                      9

<PAGE>

     thereof, regardless of whether the result of an intentional or 
     unintentional action or omission, and which is in violation of applicable 
     law.

     "REPORTABLE EVENT" shall mean, with respect to a Pension Plan: (a) Any of
     the events set forth in ERISA Sections 4043(b) (other than a reportable
     event as to which the provision of 30 days' notice to the PBGC is waived
     under applicable regulations) or 4063(a) or the regulations thereunder, (b)
     an event requiring any Willis or any ERISA Affiliate to provide security to
     a Pension Plan under Code Section 401(a)(29) and (c) any failure by any
     Willis or any ERISA Affiliate to make payments required by Code Section
     412(m).

     "REQUEST FOR ADVANCE" shall have the meaning set forth in Section 2.4.

     "REQUIRED BANKS" at any time shall mean Banks whose Revolving Loan
     Commitments equal or exceed 66 2/3% of the total of such Revolving Loan
     Commitments if no Loans are outstanding or, if Loans are outstanding, Banks
     whose outstanding Loans equal or exceed 66 2/3% of the Loans.

     "RESERVE PERCENTAGE" shall mean, for any LIBO Rate Loan for any Interest
     Period, the daily average of the stated maximum rate (expressed as a
     decimal) at which reserves (including any marginal, supplemental, or
     emergency reserves) are required to be maintained during such Interest
     Period under Regulation D by the Bank against "Eurocurrency liabilities"
     (as such term is used in Regulation D) but without benefit of credit
     proration, exemptions, or offsets that might otherwise be available to the
     Bank from time to time under Regulation D.  Without limiting the effect of
     the foregoing, the Reserve Percentage shall reflect any other reserves
     required to be maintained by the Bank against (1) any category of
     liabilities which includes deposits by reference to which the rate for LIBO
     Rate Loans is to be determined; or (2) any category of extension of credit
     or other assets which include LIBO Rate Loans.  The Adjusted LIBO Rate
     shall be adjusted on and as of the effective day of any change in the
     Reserve Percentage.

     "REVOLVER TERMINATION DATE" shall have the meaning set forth in Section
     2.1.

     "REVOLVING CREDIT LOAN" shall have the meaning set forth in Section 2.1.
     
     "REVOLVING CREDIT NOTE" shall have the meaning set for in Section 2.2.

     "REVOLVING LOAN COMMITMENT" shall have the meaning set forth in Section
     2.1.

     "REVOLVING LOAN COMMITMENT FEE" shall have the meaning set forth in 
     Section 2.6.

     "REVOLVING LOAN COMMITMENT PERCENTAGE" shall mean with respect to each Bank
     the percentage set forth opposite its name in Exhibit A hereto.

     "SECURITY AGREEMENT" shall mean the Mortgage and Security Agreement in the
     form and substance attached hereto as Exhibit D.

     "SOLVENT" shall mean, with respect to any Person, that the aggregate
     present fair saleable value of such Person's assets is in excess of the
     total amount of its probable liabilities on its existing


                                      10

<PAGE>

     debts as they become absolute and matured, such Person has not incurred 
     debts beyond its foreseeable ability to pay such debts as they mature, and 
     such Person has capital adequate to conduct the business it is presently 
     engaged in or is about to engage in.

     "STANDBY LETTER OF CREDIT" shall mean only those standby letters of credit
     issued pursuant to a completed application on the form of letter of credit
     application required by First Union at the time of the request for each
     Standby Letter of Credit.

     "SUBSIDIARY" shall mean a corporation or other entity the shares of stock
     or other equity interests of which having ordinary voting power (other than
     stock or other equity interests having such power only by reason of the
     happening of a contingency) to elect a majority of the board of directors
     or other managers of such corporation are at the time owned, or the
     management of which is otherwise controlled, directly or indirectly through
     one or more intermediaries or both, by Willis.

     "TANGIBLE NET WORTH" shall mean Net Worth, minus Intangible Assets.

     "TERMINATION EVENT" shall mean, with respect to a Pension Plan: (a) a
     Reportable Event, (b) the termination of a Pension Plan, or the filing of a
     notice of intent to terminate a Pension Plan, or the treatment of a Pension
     Plan amendment as a termination under ERISA Section 4041(c), (c) the
     institution of proceedings to terminate a Pension Plan under ERISA Section
     4042 or (d) the appointment of a trustee to administer any Pension Plan
     under ERISA Section 4042.

     "UNFUNDED PENSION LIABILITIES" shall mean, with respect to any Pension Plan
     at any time, the amount determined by taking the accumulated benefit
     obligation, as disclosed in accordance with Statement of Accounting
     Standards No. 87, over the fair market value of Pension Plan assets.

     "UNRECOGNIZED RETIREE WELFARE LIABILITY" shall mean, with respect to any
     Plan that provides post-retirement benefits other than pension benefits,
     the amount of the accumulated post-retirement benefit obligation, as
     determined in accordance with Statement of Financial Accounting Standards
     No. 106, as of the most recent valuation date.  Prior to the date such
     statement is applicable to any Willis, such amount of the obligation shall
     be based on an estimate made in good faith.

     "UNRESTRICTED SUBSIDIARY" shall mean WLFC Funding Corporation, T-5, Inc.,
     T-7, Inc., T-10, Inc., T-12, Inc. and any additional subsidiary named by
     Willis after the date hereof with the written consent of the Required
     Banks.

     1.2.  ACCOUNTING TERMS.  All accounting terms not specifically defined 
herein shall be construed in accordance with Generally Accepted Accounting 
Principles consistent with those applied in the preparation of the financial 
statements referred to in Section 3.5, and all financial data submitted 
pursuant to this Agreement shall be prepared in accordance with such 
principles.


                                      11

<PAGE>

                                 2. THE CREDIT

     2.1.  THE LOANS.

          (a)  REVOLVING CREDIT LOANS; COMMITMENT.  Subject to the terms and 
conditions herein set forth and in reliance upon the representations, 
warranties and covenants contained herein, each Bank agrees, severally and 
not jointly, to make revolving credit loans (collectively, the "REVOLVING 
CREDIT LOANS" or the "LOANS", and individually a "REVOLVING CREDIT LOAN" or a 
"LOAN") to Willis during the period beginning on the date hereof and ending 
on July 31, 1998 or on the earlier date of termination in full, pursuant to 
Section 2.7 or Section 8.1 hereof, of the obligations of such Bank under this 
Section 2.1 (July 31, 1998 or such earlier date of termination being herein 
called the "REVOLVER TERMINATION DATE") in amounts not to exceed at any time 
outstanding, in the aggregate, the commitment amount set forth opposite the 
name of such Bank on Exhibit A hereto (each such amount, as the same may be 
reduced pursuant to Section 2.7 hereof being hereinafter called such Bank's 
"REVOLVING LOAN COMMITMENT").  The Banks' collective commitment to make Loans 
shall be the "AGGREGATE REVOLVING LOAN COMMITMENT".  All Loans shall be made 
by the Banks simultaneously and PRO RATA in accordance with their respective 
Revolving Loan Commitments. All Loans shall be made to Willis at the main 
office of First Union, Broad and Chestnut Streets, Philadelphia, Pennsylvania 
19101.

          (b) INTEREST RATE OPTIONS.  Revolving Credit Loans shall bear 
interest at (i) the Base Rate plus the Base Rate Margin, (ii) Adjusted LIBO 
Rate plus the LIBO Rate Margin or (iii) some combination of the foregoing, as 
requested by Willis, subject to the terms and conditions hereof including the 
requirements concerning minimum Loan requests and the requirements that (i) 
no request may be made which would require more than one interest rate option 
or more than one Interest Period to apply to Loans made on any single date, 
and (ii), in the case of LIBO Rate Loans, (a) not more than five such Loans 
may be outstanding at any one time, and (b) no LIBO Rate Loan may have an 
Interest Period extending beyond the Revolver Termination Date.

          (c) MAXIMUM LOANS OUTSTANDING.  Willis shall not be entitled to any 
new Revolving Credit Loan if, after giving effect to such Loan, the unpaid 
amount of the then outstanding Loans would exceed the lesser of (i) the 
Aggregate Revolving Loan Commitment or (ii) the then current Borrowing Base, 
as stated in the most recent Borrowing Base Certificate furnished to the 
Banks as provided herein.  For purposes of determining the amount of 
Revolving Credit Loans outstanding, the Standby Letters of Credit issued 
pursuant to Section 2.2 hereof shall be deemed Revolving Credit Loans and 
shall be added to the Revolving Credit Loans outstanding to determine the 
aggregate Revolving Credit Loans outstanding.

          (d) MINIMUM LOAN AMOUNT.  Except for Loans which exhaust the full 
remaining amount of the Aggregate Revolving Loan Commitment and conversions 
which result in the conversion of all Loans subject to a particular interest 
rate option, each of which may be in lesser amounts, (i) each LIBO Rate Loan 
when made (and each conversion of Base Rate Loans into LIBO Rate Loans) shall 
be in an amount at least equal to $3,000,000 or, if greater, then in such 
minimum amount plus $100,000 multiples, and (ii) each Base Rate Loan when 
made (and each conversion of LIBO Rate Loans into Base Rate Loans) shall be 
in an amount at least equal to $150,000.

          (e)  PREPAYMENT AND REBORROWING.  Prior to the Revolver Termination 
Date and within the limits of the Aggregate Revolving Loan Commitment and the 
Borrowing Base, Willis may


                                      12

<PAGE>

borrow, prepay and reborrow Revolving Credit Loans. All Revolving Credit 
Loans shall mature and be due and payable on the Revolver Termination Date.

          (f) LIMIT FOR CATEGORY B EQUIPMENT.  Willis may have Revolving 
Credit Loans outstanding at any time and from time to time in an aggregate 
amount up to, but not exceeding $25,000,000 for the acquisition of Category B 
Equipment. Any item of Category B Equipment which is a Stage III jet engine 
shall be deducted from Category B Equipment and become part of Category A 
Equipment upon the physical removal of that engine from its airframe, 
provided that such Equipment otherwise qualifies as Category A Equipment.

          (g)   REVOLVING LOAN COMMITMENT PERCENTAGES.  The obligation of 
each Bank to make a Loan to Willis at any time shall be limited to its 
percentage (the "REVOLVING LOAN COMMITMENT PERCENTAGE") as set forth opposite 
its name on Exhibit A hereto multiplied by the aggregate principal amount of 
the Loan requested.  The principal amounts of the respective Loans made by 
the Banks on the occasion of each Borrowing shall be pro rata in accordance 
with their respective Revolving Loan Commitment Percentages.  No Bank shall 
be required or permitted to make any Loan if, immediately after giving effect 
to such Loan, and the application of the proceeds of a Loan to the extent 
applied to the repayment of the Loans, the sum of such Bank's Loans 
outstanding would exceed such Bank's Revolving Loan Commitment.

          (h)   SEVERAL OBLIGATIONS.  The failure of any one or more Banks to 
make Loans in accordance with its or their obligations shall not relieve the 
other Banks of their several obligations hereunder, but in no event shall the 
aggregate amount at any one time outstanding which any Bank shall be required 
to lend hereunder exceed its Revolving Loan Commitment.

          (i)   PAYMENT OF ADDITIONAL AMOUNT.  If any principal of a LIBO 
Rate Loan shall be repaid (whether upon prepayment, reduction of the 
Aggregate Revolving Loan Commitment after acceleration or for any other 
reason) or converted to a Base Rate Loan prior to the last day of the 
Interest Period applicable to such LIBO Rate Loan or if Willis fails for any 
reason to borrow a LIBO Rate Loan after giving irrevocable notice pursuant to 
Section 2.4, it shall pay to each Bank, in addition to the principal and 
interest then to be paid, such additional amounts as may be necessary to 
compensate each Bank for all direct and indirect costs and losses (including 
losses resulting from redeployment of prepaid or unborrowed funds at rates 
lower than the cost of such funds to such Bank, and including lost profits 
incurred or sustained by such Bank) as a result of such repayment or failure 
to borrow (the "ADDITIONAL AMOUNT").  The Additional Amount (which each Bank 
shall take reasonable measures to minimize) shall be specified in a written 
notice or certificate delivered to Willis by First Union, as Agent, in the 
form provided by each Bank sustaining such costs or losses.  Such notice or 
certificate shall contain a calculation in reasonable detail of the 
Additional Amount to be compensated and shall be conclusive as to the facts 
and the amounts stated therein, absent manifest error.

       2.2.  STANDBY LETTERS OF CREDIT.  First Union, as Agent, under the 
terms and subject to the conditions of this Agreement, on behalf of itself 
and each other Bank in the same proportions as each Bank's Revolving Loan 
Commitment bears to the Aggregate Revolving Loan Commitment, shall provide 
Standby Letters of Credit to Willis, from time to time prior to the Revolver 
Termination Date, as requested by Willis, provided that (A) the aggregate 
amount of Standby Letters of Credit outstanding at any one time shall not 
exceed $2,000,000 or such lesser amount, if any, as will, when added to the 
amount of the Revolving Credit Loans then outstanding, aggregate more than 
the Aggregate Revolving Loan Commitment (or such lesser amount as Willis is 
entitled to borrow


                                      13

<PAGE>

hereunder at such time by reason of the limitation of the Borrowing Base or 
otherwise), and (B) no Standby Letter of Credit shall be for a term longer 
than one year.

     Willis shall request a Standby Letter of Credit by delivering a 
completed letter of credit application to First Union on such form as may be 
specified by First Union not less than three Business Days prior to the date 
specified by Willis as the date the Standby Letter of Credit is to be issued. 
 The standard form of First Union letter of credit application as currently 
in effect shall be used.

     Standby Letters of Credit shall not bear interest until drawn upon but 
shall each be subject to an annual charge, payable in advance, as such may 
exist from time to time,  PROVIDED, HOWEVER, that at no time shall the annual 
charge for any Standby Letter of Credit exceed 2.75%.
 
     If any obligation of Willis to pay money in connection with any Standby 
Letter of Credit is not met when requested by First Union, as Agent, as 
permitted by the applicable letter of credit application and the 
reimbursement agreement contained therein, the amount due shall be funded 
automatically by a Revolving Credit Loan which Loan shall be made without 
regard to any minimum borrowing requirement, condition precedent herein, or 
Event of Default hereunder which would otherwise entitle any Bank or the 
Banks not to provide such Revolving Credit Loan, and each Bank shall make its 
proportionate share of such Revolving Credit Loan.  Any obligation of Willis 
to pay money in connection with any Standby Letter of Credit or the 
application therefor shall be deemed secured as if made as a Loan hereunder.  
In the event Willis shall terminate the Aggregate Revolving Loan Commitment 
as provided in Section 2.6 and shall pay the outstanding principal amount of 
the Revolving Credit Loans in full and with interest or the Revolver 
Termination Date shall occur at a time when one or more Standby Letters of 
Credit remain outstanding, then Willis shall furnish to First Union, as 
Agent, within two Business Days such amount of cash, to be held as cash 
collateral and invested in certificates of deposit of First Union with 
interest payable to Willis, as will pay the maximum amount which may be drawn 
by beneficiaries of Standby Letters of Credit outstanding at the date of such 
termination or the Revolver Termination Date, as applicable.

     2.3.  THE NOTES.  The Revolving Credit Loans made by each Bank shall be 
evidenced by a single promissory note of Willis (each such promissory note as 
it may be amended, extended, modified or renewed a "REVOLVING CREDIT NOTE" or 
a "NOTE" and together the "REVOLVING CREDIT NOTES" or the "NOTES") in 
principal face amount equal to such Bank's Revolving Loan Commitment, payable 
to the order of such Bank and otherwise in the form attached hereto as 
Exhibit B.  The Revolving Credit Notes shall be dated the date of issuance, 
shall bear interest at the rate per annum and be payable as to principal and 
interest in accordance with the terms hereof.  Each outstanding Revolving 
Credit Loan shall be and payable as set forth in Section 2.1 hereof unless 
the maturity of said Loans is accelerated as provided in Section 2.7 or 
Section 8.1 hereof.  Notwithstanding the stated amount of any Revolving 
Credit Note, the liability of Willis under each Revolving Credit Note shall 
be limited at all times to the outstanding principal amount of the Revolving 
Credit Loans by each Bank evidenced thereby, plus all interest accrued 
thereon and the amount of all costs and expenses then payable hereunder, as 
established by each such Bank's books and records, which books and records 
shall be conclusive absent manifest error.

     2.4.  FUNDING PROCEDURES.

          (a)  REQUEST FOR ADVANCE.  Each request for a Revolving Credit Loan 
or the conversion or renewal of an interest rate with respect to a Loan shall 
be made not later than 2:00 p.m.


                                      14

<PAGE>

EST on a Business Day by delivery to First Union of a written request signed 
by Willis or, in the alternative, a telephone request followed promptly by 
written confirmation of the request (a "REQUEST FOR ADVANCE"), specifying  
the date and amount of the Loan to be made, converted or renewed, selecting 
the interest rate option applicable thereto, and in the case of LIBO Rate 
Loans, specifying the Interest Period applicable to such Loans. The form of 
request to be used in connection with the making, conversion or renewal of 
Revolving Credit Loans shall be that form provided to Willis by First Union.  
Each request shall be received not less than one Business Day prior to the 
date of the proposed borrowing, conversion or renewal in the case of Base 
Rate Loans, and three London Business Days prior to the date of the proposed 
borrowing, conversion or renewal in the case of LIBO Rate Loans.  No request 
shall be effective until actually received in writing by First Union, as the 
Agent.  Willis may not request more than three advances per week.  Each 
request for advance shall be for Loans at a single interest rate option.

          (b)  ACTIONS BY AGENT  Upon receipt of a Request for Advance and if 
the conditions precedent provided herein shall be satisfied at the time of 
such request, First Union promptly shall notify each Bank of such request and 
of such Bank's ratable share of such Loan.  Upon receipt by First Union of a 
Request for Advance, the request shall not be revocable by Willis.

          (c)  AVAILABILITY OF FUNDS  Not later than 1:00 p.m. EST on the 
date of each Loan, each Bank shall make available (except as provided in 
clause (d) below) its ratable share of such Loan, in immediately available 
funds, to First Union at the address set forth opposite its name on the 
signature page hereof or at such account in London as First Union shall 
specify to Willis and the Banks. Unless First Union knows that any applicable 
condition specified herein has not been satisfied, it will make the funds so 
received from the Banks immediately available to Willis on the date of each 
Loan by a credit to the account of Willis at First Union' aforesaid address.

          (d)  FUNDING ASSUMPTIONS  Unless First Union shall have been 
notified by any Bank at least one  Business Day prior to the date of the 
making, conversion or renewal of any LIBO Rate Loan, or by 3:00 P.M. on the 
date a Base Rate Loan is requested, that such Bank does not intend to make 
available to First Union, such Bank's portion of the total amount of the Loan 
to be made, converted or renewed on such date, First Union may assume that 
such Bank has made such amount available to First Union on the date of the 
Loan and First Union may, in reliance upon such assumption, make available to 
Willis a corresponding amount.  If and to the extent such Bank shall not have 
so made such funds available to First Union, such Bank agrees to repay First 
Union forthwith on demand such corresponding amount together with interest 
thereon, for each day from the date such amount is made available to Willis 
until the date such amount is repaid to First Union, at the Federal Funds 
Rate plus 50 basis points for three Business Days, and thereafter at the Base 
Rate.  If such Bank shall repay to First Union such corresponding amount, 
such amounts so repaid shall constitute such Bank's Loan for purposes of this 
Agreement.  If such Bank does not repay such corresponding amount forthwith 
upon First Union's demand therefor, First Union shall promptly notify Willis, 
and Willis shall immediately pay such corresponding amount to First Union, 
without any prepayment penalty or premium, but with interest on the amount 
repaid, for each day from the date such amount is made available to Willis 
until the date such amount is repaid to First Union, at the rate of interest 
applicable at the time to such Loan.  Nothing herein shall be deemed to 
relieve any Bank of its obligation to fulfill its Revolving Loan Commitment 
hereunder or to prejudice any rights which Willis may have against any Bank 
as a result of any default by such Bank hereunder.


                                      15

<PAGE>

          (e) PROCEEDS OF LOAN BEING REPAID.  If the Banks make a Loan on a 
day on which all or any part of an outstanding Loan from the Banks is to be 
repaid, each Bank shall apply the proceeds of its new Loan to make such 
repayment and only an amount equal to the difference (if any) between the 
amount being borrowed and the amount being repaid shall be made available by 
such Bank to First Union as provided in clause (c).

     2.5.  INTEREST.

     (a)  BASE RATE LOANS.  Each Base Rate Loan shall bear interest on the 
unpaid principal balance thereof from day to day at a rate per annum which at 
all times shall be equal to the Base Rate plus the Base Rate Margin.  
Interest on Loans shall be computed on the basis of a year of 365 or 366 
days, as applicable, if the Base Rate is equal to the prime rate of First 
Union. Interest on Loans shall be computed on the basis of a year of 360 
days, for the actual days elapsed, if the Base Rate is equal to the Federal 
Funds Rate plus __% annum.*

     (b)  LIBO RATE LOANS.   Each LIBO Rate Loan shall bear interest from its 
effective date on the unpaid principal amount thereof at Adjusted LIBO Rate 
plus the LIBO Rate Margin.  Interest on LIBO Rate Loans shall be computed on 
the basis of a year of 360 days, for the actual days elapsed, and shall be 
payable on the last day of the applicable Interest Period.

     (c)  CONVERSION TO BASE RATE.  Unless Willis shall have elected in 
accordance with the provisions of Section 2.4 or this Section 2.5 that LIBO 
Rate apply to the one, two or three month period immediately succeeding a 
particular Interest Period, upon the termination of such Interest Period the 
applicable Loan shall bear interest at the Base Rate plus the Base Rate 
Margin until such time as Willis elects to request a new LIBO Rate Loan for a 
subsequent Interest Period.

     (d)  RENEWALS AND CONVERSIONS.  Willis shall have the right to convert 
Base Rate Loans into LIBO Rate Loans, and vice versa, and to renew LIBO Rate 
Loans from time to time, provided that:  (i) Willis shall give First Union, 
as Agent, notice of each permitted conversion or renewal; (ii) LIBO Rate 
Loans may be converted or renewed only as of the last day of the applicable 
Interest Period for such Loans; (iii) without the consent of the Required 
Banks, no Base Rate Loan may be converted into a LIBO Rate Loan, and no 
Interest Period may be renewed if on the proposed date of conversion an Event 
of Default, or Potential Default exists or would thereby occur.  First Union, 
as Agent, shall use its best efforts to notify Willis of the effectiveness of 
such conversion or renewal, and the new interest rate to which the converted 
or renewed Loan is subject, as soon as practicable after the conversion; 
provided, however, that any failure to give such notice shall not affect 
Willis' obligations or the Banks' rights and remedies hereunder in any way 
whatsoever.

     (e)  INTERIM PAYMENTS AT BASE RATE.  If at any time Willis requests that 
Adjusted LIBO Rate plus the LIBO Rate Margin be applicable to a Loan for a 
particular Interest Period and a payment of principal is due within such 
period (other than on the last day of such Interest Period), only that 


_________________________
 * This redacted material has been omitted pursuant to a request for 
   confidential treatment and the material has been filed separately.


                                      16

<PAGE>

portion of that Loan equal to the outstanding principal amount of the Loan 
less the principal installment due during such period shall bear interest at 
Adjusted LIBO Rate plus the LIBO Rate Margin for such Interest Period.  The 
portion of that Loan equal to the principal installment due during such 
period shall bear interest at the Base Rate plus the Base Rate Margin.

     (f)  REINSTATEMENTS(f)  The liability of Willis under this Section 2.5 
shall continue to be effective or be automatically reinstated, as the case 
may be, if at any time payment, in whole or in part, of any of the payments 
to the Banks is rescinded or must otherwise be restored or returned upon the 
insolvency, bankruptcy, dissolution, liquidation or reorganization of Willis 
or any other Person, or upon or as a result of the appointment of a 
custodian, receiver, trustee or other officer with similar powers with 
respect to Willis or any other Person or any substantial part of its 
property, or otherwise, all as though such payment had not been made.

     2.6.  REVOLVING LOAN COMMITMENT FEE.  Willis agrees to pay to First 
Union, as Agent, for the account of each Bank as compensation for the 
Aggregate Revolving Loan Commitment, a fee (the "REVOLVING LOAN COMMITMENT 
FEE") computed as follows: (1) when the average daily balance of the 
aggregate Loans outstanding under the Revolving Credit Notes (measured over 
the previous calendar quarter or portion thereof, as applicable) is less than 
__% of the Aggregate Revolving Loan Commitment, Willis shall pay a Revolving 
Loan Commitment Fee equal to __% of the unused portion of the Aggregate 
Revolving Loan Commitment, and (2) when the average daily balance of the 
aggregate Loans outstanding under the Revolving Credit Notes (measured over 
the previous calendar quarter or portion thereof, as applicable) is at least 
__% of the Aggregate Revolving Loan Commitment, Willis shall pay a Revolving 
Loan Commitment Fee equal to __% of the unused portion of the Aggregate 
Revolving Loan Commitment.  The Revolving Loan Commitment Fee shall be 
payable in arrears on the first day of each January, April, July and October, 
commencing July 1, 1997 (for the three month period or portion thereof ended 
on the preceding day), and on the Revolver Termination Date.  The Revolving 
Loan Commitment Fee shall be calculated on the basis of a 360 day year.*

     2.7.  REDUCTION OR TERMINATION OF REVOLVING LOAN COMMITMENTS.

       (a)  VOLUNTARY.  Willis may at any time, on not less than one Business 
Days' written notice, terminate or permanently reduce the Aggregate Revolving 
Loan Commitment pro rata among the Banks, provided that any reduction shall 
be in the minimum amount of $150,000 or a multiple thereof and that no such 
reduction shall cause the principal amount of Loans outstanding to exceed the 
reduced Aggregate Revolving Loan Commitment or the Borrowing Base, whichever 
is less.

        (b)  REVOLVING LOAN COMMITMENT TERMINATION.  In the event the 
Aggregate Revolving Loan Commitment is terminated, the Revolver Termination 
Date shall be accelerated to the date of such termination and Willis shall, 
simultaneously with such termination, repay the Revolving Credit Loans in 
accordance with Section 2.9.


_________________________
 * This redacted material has been omitted pursuant to a request for 
   confidential treatment and the material has been filed separately.


                                      17

<PAGE>

     2.8.  VOLUNTARY PREPAYMENTS.

     (a)  BASE RATE LOANS.  On one Business Day's notice to First Union, 
Willis may, without penalty, at its option, prepay any Base Rate Loan in 
whole at any time or in part from time to time, provided that each partial 
prepayment shall be in the minimum principal amount of $150,000 or, if 
greater, then in multiples thereof and, if less than $150,000 shall be 
outstanding, in principal amount equal to amount remaining outstanding. 
Notwithstanding the foregoing, prepayments may be made in connection with the 
release of collateral as provided in Section 9.3, which prepayments shall not 
be subject to the requirements of the previous sentence.

     (b)  LIBO RATE LOANS.  On three London Business Days' notice to First 
Union, Willis may, without penalty, at its option, prepay any LIBO Rate Loan 
in whole at any time or in part from time to time, provided that each partial 
prepayment shall be in the minimum principal amount of $1,000,000 or, if 
greater, then in multiples of $100,000 and, if less than $1,000,000 shall be 
outstanding, in principal amount equal to amount remaining outstanding 
provided that if it shall prepay a LIBO Rate Loan prior to the last day of 
the applicable Interest Period, or shall fail to borrow any LIBO Rate Loan on 
the date such Loan is to be made, it shall pay to each Bank, in addition to 
the principal and interest then to be paid in the case of a prepayment, on 
such date of prepayment, the Additional Amount incurred or sustained by such 
Bank as a result of such prepayment or failure to borrow as provided in 
Section 2.1.

     2.9. PAYMENTS.

     (a)  ACCRUED INTEREST.  Accrued interest on all Base Rate Loans shall be 
due and payable on the first Business Day of each calendar month.  Interest 
on LIBO Rate Loans shall be payable on the last day of the applicable 
Interest Period.  Each Revolving Credit Loan shall mature as provided in 
Section 2.1.

     (b)  FORM OF PAYMENTS, APPLICATION OF PAYMENTS, PAYMENT ADMINISTRATION, 
ETC.  All payments of principal, interest, fees, or other amounts payable by 
Willis hereunder shall be applied to the Loans in such order and to such 
extent as shall be specified by Willis by written notice to First Union at 
the time of such payment or prepayment.  Such payments shall be remitted to 
First Union on behalf of the Banks at the address set forth opposite its name 
on the signature page hereof or at such office or account as First Union 
shall specify to Willis, in immediately available funds not later than 2:00 
p.m. on the day when due. Whenever any payment is stated as due on a day 
which is not a Business Day, the maturity of such payment shall, except as 
otherwise provided in the definition of "Interest Period," be extended to the 
next succeeding Business Day and interest and commitment fees shall continue 
to accrue during such extension. Willis authorizes First Union to deduct from 
any account of Willis maintained at First Union or over which First Union has 
control any amount payable under this Agreement, the Notes or any other Loan 
Document which is not paid in a timely manner.  First Union's failure to 
deliver any bill, statement or invoice with respect to amounts due under this 
Section or under any Loan Document shall not affect Willis's obligation to 
pay any installment of principal, interest or any other amount under this 
Agreement when due and payable.

     (c)  DEMAND DEPOSIT ACCOUNT.  Willis shall maintain at least one demand 
deposit account with First Union for purposes of this Agreement.  Willis 
authorizes First Union to deposit into said account all amounts to be 
advanced to Willis hereunder.  Further, Willis authorizes First Union (but


                                      18

<PAGE>

First Union shall not be obligated) to deduct from said account, or any other 
account maintained by Willis at First Union National Bank, any amount payable 
hereunder on or after the date upon which it is due and payable.  Such 
authorization shall include but not be limited to amounts payable with respect 
to principal, interest, fees and expenses.

     (d)  NET PAYMENTS.  All payments made to the Banks by Willis hereunder, 
under any Note or under any other Loan Document will be made without set off, 
counterclaim or other defense.

     2.10.  CHANGE IN CIRCUMSTANCES, YIELD PROTECTION.

          (a)  CERTAIN REGULATORY CHANGES.  If any Regulatory Change or 
compliance by any Bank with any request made after the date of this Agreement 
by the Board of Governors of the Federal Reserve System or by any Federal 
Reserve Bank or other central bank or fiscal, monetary or similar authority 
(in each case whether or not having the force of law) shall (i) impose, 
modify or make applicable any reserve, special deposit, Federal Deposit 
Insurance Corporation premium or similar requirement or imposition against 
assets held by, or deposits in or for the account of, or loans made by, or 
any other acquisition of funds for loans or advances by, any Bank; (ii) 
impose on any Bank any other condition regarding the Notes; (iii) subject any 
Bank to, or cause the withdrawal or termination of any previously granted 
exemption with respect to, any tax (including any withholding tax but not 
including any income tax not currently causing any Bank to be subject to 
withholding) or any other levy, impost, duty, charge, fee or deduction on or 
from any payments due from Willis; or (iv) change the basis of taxation of 
payments from Willis to any Bank (other than by reason of a change in the 
method of taxation of any Bank's net income); and the result of any of the 
foregoing events is to increase the cost to any Bank of making or maintaining 
any Loan or to reduce the amount of principal, interest or fees to be 
received by any Bank hereunder in respect of any Loan, First Union will 
immediately so notify Willis.  If any Bank determines in good faith that the 
effects of the change resulting in such increased cost or reduced amount 
cannot reasonably be avoided or the cost thereof mitigated, then upon notice 
by First Union to Willis, Willis shall pay to such Bank on each interest 
payment date of the Loan, such additional amount as shall be necessary to 
compensate that Bank for such increased cost or reduced amount.

          (b)  CAPITAL ADEQUACY.  If any Bank shall determine that any 
Regulation regarding capital adequacy or the adoption of any Regulation 
regarding capital adequacy, which Regulation is applicable to banks (or their 
holding companies) generally and not such Bank (or its holding company) 
specifically, or any change therein, or any change in the interpretation or 
administration thereof by any governmental authority, central bank or 
comparable agency charged with the interpretation or administration thereof, 
or compliance by such Bank (or its holding company) with any such request or 
directive regarding capital adequacy (whether or not having the force of law) 
of any such authority, central bank or comparable agency, has the effect of 
reducing the rate of return on such Bank's capital as a consequence of its 
obligations hereunder to a level below that which such Bank could have 
achieved but for such adoption, change or compliance (taking into 
consideration such Bank's policies with respect to capital adequacy) by an 
amount deemed by such Bank to be material, Willis shall promptly pay to First 
Union for the account of such Bank, upon the demand of such Bank, such 
additional amount or amounts as will compensate such Bank for such reduction.

          (c)  ABILITY TO DETERMINE LIBO RATE.  If First Union shall determine
(which determination will be made after consultation with any Bank requesting
same and shall be, in the absence of fraud or manifest error, conclusive and
binding upon all parties hereto) that by reason of


                                      19

<PAGE>

abnormal circumstances affecting the interbank eurodollar or applicable 
eurocurrency market adequate and reasonable means do not exist for 
ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan 
or that eurodollar or eurocurrency funds in amounts sufficient to fund all 
the LIBO Rate Loans are not obtainable on reasonable terms, First Union shall 
give notice of such inability or determination by telephone to Willis and to 
each Bank at least two Business Days prior to the date of the proposed Loan 
and thereupon the obligations of the Banks to make, convert other Loans to, 
or renew such LIBO Rate Loan shall be excused, subject, however, to the right 
of Willis at any time thereafter to submit another request.

          (d)  YIELD PROTECTION.  Determination by a Bank for purposes hereof 
of the effect of any Regulatory Change or other change or circumstance 
referred to above on its costs of making or maintaining Loans or on amounts 
receivable by it in respect of the Loans and of the additional amounts 
required to compensate such Bank in respect of any additional costs, shall be 
made in good faith and shall be evidenced by a certificate, signed by an 
officer of such Bank and delivered to Willis, as to the fact and amount of 
the increased cost incurred by or the reduced amount accruing to such Bank 
owing to such event or events.  Such certificate shall be prepared in 
reasonable detail and shall be conclusive as to the facts and amounts stated 
therein, absent manifest error.

          (e)  NOTICE OF EVENTS.  The affected Bank will notify Willis of any 
event occurring after the date of this Agreement that will entitle such Bank to 
compensation pursuant to this Section as promptly as practicable after it 
obtains knowledge thereof and determines to request such compensation.  Said 
notice shall be in writing, shall specify the applicable Section or Sections of 
this Agreement to which it relates and shall set forth the amount of amounts 
then payable pursuant to this Section.  Willis shall pay such Bank the amount 
shown as due on such notice within 10 days after its receipt of the same.

     2.11.  ILLEGALITY.  Notwithstanding any other provision in this 
Agreement, if the adoption of any applicable Regulation, or any change 
therein, or any change in the interpretation or administration thereof by any 
governmental authority, central bank, or comparable agency charged with the 
interpretation or administration thereof, or compliance by any Bank with any 
request or directive (whether or not having the force of law) of any such 
authority, central bank, or comparable agency shall make it unlawful or 
impossible for any Bank to (1) maintain their Revolving Loan Commitments, 
then upon notice to Willis by First Union, the Revolving Loan Commitments 
shall terminate; or (2) maintain or fund their LIBO Rate Loans, then upon 
notice to the Willis of such event, the Willis's outstanding LIBO Rate Loans 
shall be converted into Base Rate Loans.

     2.12.  DISCRETION OF EACH BANK AS TO MANNER OF FUNDING.
Notwithstanding any provision of this Agreement to the contrary, each Bank 
shall be entitled to fund and maintain its funding of all or any part of its 
Loans in any manner it sees fit, it being understood, however, that for the 
purposes of this Agreement all determinations hereunder shall be made as if 
each Bank had actually funded and maintained each LIBO Rate Loan during each 
Interest Period for such Loan through the purchase of deposits in the 
relevant interbank market having a maturity corresponding to such Interest 
Period and bearing an interest rate equal to the LIBO Rate plus the LIBO Rate 
Margin, for such Interest Period.


                     3. REPRESENTATIONS AND WARRANTIES.

     Willis represents and warrants to the Banks that:


                                       20

<PAGE>

     3.1.  ORGANIZATION, STANDING.  It (i) is a corporation duly organized, 
validly existing and in good standing under the laws of the jurisdiction of 
its incorporation, (ii) has the corporate power and authority necessary to 
own its assets, carry on its business and enter into and perform its 
obligations hereunder, and under each Loan Document to which it is a party, 
and (iii) is qualified to do business and is in good standing in each 
jurisdiction where the nature of its business or the ownership of its 
properties requires such qualification, except where the failure to be so 
qualified would not have a Material Adverse Effect.

     3.2.  CORPORATE AUTHORITY, VALIDITY, ETC.  The making and performance of 
the Loan Documents to which it is a party are within its power and authority 
and have been duly authorized by all necessary corporate action.  The making 
and performance of the Loan Documents do not and under present law will not 
require any consent or approval not obtained of any of Willis's shareholders, 
or any other person, do not and under present law will not violate any law, 
rule, regulation order, writ, judgment, injunction, decree, determination or 
award, do not violate any provision of its charter or by-laws, do not and 
will not result in any breach of any material agreement, lease or instrument 
to which it is a party, by which it is bound or to which any of its assets 
are or may be subject, and do not and will not give rise to any Lien upon any 
of its assets.  The number of shares and classes of the capital stock of 
Willis and the ownership thereof are accurately set forth on Schedule 1 
attached hereto; all such shares are validly issued, fully paid and 
non-assessable, and the issuance and sale thereof are in compliance with all 
applicable federal and state securities and other applicable laws. Further, 
Willis is not in default under any such agreement, lease or instrument except 
to the extent such default reasonably could not have a Material Adverse 
Effect.  No authorizations, approvals or consents of, and no filings or 
registrations with, any governmental or regulatory authority or agency are 
necessary for the execution, delivery or performance by Willis of any Loan 
Document to which it is a party or for the validity or enforceability 
thereof, except any filings or registrations expressly contemplated by the 
Loan Documents.  Each Loan Document, when executed and delivered, will be the 
legal, valid and binding obligation of Willis, enforceable against it in 
accordance with its terms.

     3.3.  LITIGATION.  Except as disclosed on Schedule 1, there are no 
actions, suits or proceedings pending or, to Willis's knowledge, threatened 
against or affecting Willis or any of its assets before any court, government 
agency, or other tribunal which if adversely determined reasonably could have 
a Material Adverse Effect or upon the ability of Willis to perform under the 
Loan Documents.  If there is any disclosure on Schedule 1, the status 
(including the tribunal, the nature of the claim and the amount in 
controversy) of each such litigation matter as of the date of this Agreement 
is set forth in Schedule 1.

     3.4.  ERISA.  (a) Willis and each ERISA Affiliate are in compliance in all 
material respects with all applicable provisions of ERISA and the regulations 
promulgated thereunder; and, neither Willis, nor any ERISA Affiliate maintains 
or contributes to or has maintained or contributed to any multiemployer plan 
(as defined in Section 4001 of ERISA) under which Willis or any ERISA Affiliate 
could have any withdrawal liability; (b) neither Willis nor any ERISA Affiliate,
sponsors or maintains any Plan under which there is an accumulated funding 
deficiency within the meaning of Section 412 of the Code, whether or not waived;
(c) the aggregate liability for accrued benefits and other ancillary benefits 
under each Plan that is or will be sponsored or maintained by Willis or any 
ERISA Affiliate (determined on the basis of the actuarial assumptions prescribed
for valuing benefits under terminating single-employer defined benefit plans 
under Title IV of ERISA) does not exceed the aggregate fair market value of the 
assets under each such defined benefit pension Plan;  (d) the aggregate 
liability of


                                      21

<PAGE>

Willis and each ERISA Affiliate arising out of or relating to a failure of 
any Plan to comply with the provisions of ERISA or the Code, will not have a 
Material Adverse Effect; and (e) there does not exist any unfunded liability 
(determined on the basis of actuarial assumptions utilized by the actuary for 
the plan in preparing the most recent Annual Report) of Willis or any ERISA 
Affiliate under any plan, program or arrangement providing post-retirement 
life or health benefits.

     3.5.  FINANCIAL STATEMENTS.  The consolidated financial statements of 
Willis as of and for the Fiscal Years ending December 31, 1997 and December 
31, 1996, consisting of a balance sheet, a statement of operations, a 
statement of shareholders' equity, a statement of cash flows and accompanying 
footnotes, and the interim consolidated and consolidating financial 
statements of Willis as of March 31, 1998 furnished to the Banks in 
connection herewith, present fairly, in all material respects, the financial 
position, results of operations and operating statistics Willis as of the 
dates and for the periods referred to, in conformity with GAAP.  Except as 
set forth on Schedule 1 hereto, there are no liabilities, fixed or 
contingent, which are not reflected in such financial statements, other than 
liabilities which are not required to be reflected in such balance sheets.

     3.6.  NOT IN DEFAULT, JUDGMENTS, ETC.  No Event of Default or Potential 
Default under any Loan Document has occurred and is continuing.  Willis has 
satisfied all judgments and is not in default with respect to any judgment, 
writ, injunction, decree, rule, or regulation of any court, arbitrator, or 
federal, state, municipal, or other governmental authority, commission, board 
bureau, agency, or instrumentality, domestic or foreign.

     3.7.  TAXES.  Willis has filed all federal, state, local and foreign tax 
returns and reports which it is required by law to file and as to which its 
failure to file would have a Material Adverse Effect, and has paid all taxes, 
including wage taxes, assessments, withholdings and other governmental charges 
which are presently due and payable, other than those being contested in good 
faith by appropriate proceedings, if any, and disclosed on Schedule 1.  The tax 
charges, accruals and reserves on the books of Willis are adequate to pay all 
such taxes that have accrued but are not presently due and payable.

     3.8.  PERMITS, LICENSES, ETC.  Willis possesses all permits, licenses, 
franchises, trademarks, trade names, copyrights and patents necessary to the 
conduct of its business as presently conducted or as presently proposed to be 
conducted, except where the failure to possess the same would not have a 
Material Adverse Effect.

     3.9.  NO MATERIALLY ADVERSE CONTRACTS, ETC.  To the best of its 
knowledge, Willis is not subject to any charter, corporate or other legal 
restriction, or any judgment, decree, order, rule or regulation which in the 
judgment of its directors or officers has or is expected in the future to 
have a materially adverse effect on its operations, business, assets, 
liabilities or upon its ability to perform under the Loan Documents.  Willis 
is not a party to any contract or agreement which in the judgment of its 
directors or officers has or is expected to have any materially adverse 
effect on its business, except as otherwise reflected in adequate reserves.

     3.10.  COMPLIANCE WITH LAWS, ETC.

     (a)  COMPLIANCE GENERALLY.  Willis is in compliance in all material 
respects with all Regulations applicable to its business (including obtaining 
all authorizations, consents, approvals, orders, licenses, exemptions from, 
and making all filings or registrations or qualifications with, any


                                      22

<PAGE>

court or governmental department, public body or authority, commission, 
board, bureau, agency, or instrumentality), the noncompliance with which 
reasonably could have a Material Adverse Effect.

     (b)  HAZARDOUS WASTES, SUBSTANCES AND PETROLEUM PRODUCTS.  Willis 
received all permits and filed all notifications necessary to carry on its 
business; and is in compliance in all respects with all Environmental Control 
Statutes. Willis has not given any written or oral notice, nor has it failed 
to give required notice, to the Environmental Protection Agency ("EPA") or 
any state or local agency with regard to any actual or imminently threatened 
Release of Hazardous Substances on properties owned, leased or operated by it 
or used in connection with the conduct of its business and operations.  
Willis has not received notice that it is potentially responsible for costs 
of clean-up or remediation of any actual or imminently threatened Release of 
Hazardous Substances pursuant to any Environmental Control Statute.  No real 
property owned or leased by it is in violation of any Environmental Laws and 
no Hazardous Substances are present on said real property in violation of 
applicable law. Willis has not been identified in any litigation, 
administrative proceedings or investigation as a potentially responsible 
party for any liability under any Environmental Laws.

     3.11.  SOLVENCY.  Willis is, and after giving effect to the transactions 
contemplated hereby, will be, Solvent.

     3.12.  SUBSIDIARIES, ETC.  Willis does not have any Subsidiaries, except 
as set forth In Schedule 1 hereto.  Set forth in Schedule 1 hereto is a 
complete and correct list, as of the date of this Agreement, of all 
Investments held by Willis in any joint venture or other Person.

     3.13.  TITLE TO PROPERTIES, LEASES.  Willis has good and marketable 
title to all assets and properties reflected as being owned by it in its 
financial statements as well as to all assets and properties acquired since 
said date (except property disposed of since said date in the ordinary course 
of business).  Except for the Liens set forth in Schedule 1 hereto and any 
other Permitted Liens, there are no Liens on any of such assets or 
properties.  It has the right to, and does, enjoy peaceful and undisturbed 
possession under all material leases under which it is leasing property as a 
lessee.  All such leases are valid, subsisting and in full force and effect, 
and none of such leases is in default, except where such default, either 
individually or in the aggregate, could not have a Material Adverse Effect.

     3.14. PUBLIC UTILITY HOLDING COMPANY; INVESTMENT COMPANY.  Willis is not 
a "public utility company" or a "holding company", or a "subsidiary company" 
of a "holding company", or an "affiliate" of a "holding company" or of a 
"subsidiary company" of a "holding company", as such terms are defined in the 
Public Utility Holding Company Act of 1935, as amended; or a "public utility" 
within the meaning of the Federal Power Act, as amended.  Further, it is not 
an "investment company" or an "affiliated person" of an "investment company" 
or a company "controlled" by an "investment company" as such terms are 
defined in the Investment Company Act of 1940, as amended.

     3.15.  MARGIN STOCK.  Willis is not and will not be engaged principally 
or as one of its important activities in the business of extending credit for 
the purpose of purchasing or carrying or trading in any margin stocks or 
margin securities (within the meaning of Regulation U of the Board of 
Governors of the Federal Reserve System as amended from time to time).  
Neither will it use or permit any proceeds of the Loans to be used, either 
directly or indirectly, for the purpose, whether immediate, incidental or 
ultimate, of buying or carrying margin stocks or margin securities.


                                      23

<PAGE>

     3.16.     USE OF PROCEEDS.  Willis will use the proceeds of any Loan to 
be made pursuant hereto for the purchase of Equipment as contemplated herein.

     3.17.     DEPRECIATION POLICIES.  Willis's depreciation policies are as 
set forth on Exhibit F.  These policies have been in effect without change 
since January 1, 1997.

     3.18.     DISCLOSURE GENERALLY.  The representations and statements made 
by Willis or on its behalf in connection with this credit facility and the 
Loans, including representations and statements in each of the Loan 
Documents, do not and will not contain any untrue statement of a material 
fact or omit to state a material fact or any fact necessary to make the 
representations made not materially misleading.  No written information, 
exhibit, report, brochure or financial statement furnished by Willis to the 
Banks in connection with this credit facility, the Loans, or any Loan 
Document contains or will contain any material misstatement of fact or omit 
to state a material fact or any fact necessary to make the statements 
contained therein not misleading.


                            4. CONDITIONS PRECEDENT

     4.1.  ALL LOANS.  The obligation of each Bank to make any Loan or First 
Union, as Agent, to issue any Standby Letter of Credit, is conditioned upon 
the following:

     (a)   REQUEST FOR ADVANCE.  Willis shall have delivered and First Union 
shall have received a Request for Advance in such form as First Union may 
request from time to time.

     (b)   BORROWING BASE CERTIFICATE.  Willis shall have delivered and the 
Banks shall have received a Borrowing Base Certificate dated the date of the 
Loan requested under this Agreement.

     (c)   COVENANTS; REPRESENTATIONS.  Willis shall be in compliance with 
all covenants, agreements and conditions in each Loan Document and each 
representation and warranty contained in each Loan Document shall be true 
with the same effect as if such representation or warranty had been made on 
the date such Loan or Standby Letter of Credit, as applicable, is made or 
issued.

     (d)   DEFAULTS.  Immediately prior to and after giving effect to such 
transaction, no Event of Default or Potential Default shall exist.

     (e)   MATERIAL ADVERSE CHANGE.  Since March 31, 1998, there shall not 
have been any Material Adverse Change with respect to Willis.

     4.2.  CONDITIONS TO FIRST LOAN.  In addition to the conditions to all 
Loans and Standby Letters of Credit as provided in Section 4.1, the 
obligation of each Bank to make its first Loan is conditioned upon the 
following:

     (a)   ARTICLES, BYLAWS.  Each Bank shall have received copies of the 
Articles or Certificate of Incorporation and Bylaws of Willis certified by 
its Secretary or Assistant Secretary; together with Certificate of Good 
Standing from any jurisdiction where the nature of its business or the 
ownership of its properties requires such qualification except where the 
failure to be so qualified would not have a Material Adverse Effect.


                                      24

<PAGE>

     (b)   EVIDENCE OF AUTHORIZATION.  Each Bank shall have received copies 
certified by the Secretary or Assistant Secretary of Willis or any other 
appropriate official (in the case of a Person other than Willis) of all 
corporate or other action taken by each Person other than the Banks who is a 
party to any Loan Document to authorize its execution and delivery and 
performance of the Loan Documents and to authorize the Loans, together with 
such other related papers as First Union shall reasonably require.

     (c)   LEGAL OPINIONS.  Each Bank shall have received a favorable written 
opinion in form and substance satisfactory, and from counsel reasonably 
acceptable, to the Banks which shall be addressed to the Banks.

     (d)   INCUMBENCY.  First Union, as Agent, shall have received a 
certificate signed by the secretary or assistant secretary of Willis, 
together with the true signature of the officer or officers authorized to 
execute and deliver the Loan Documents and certificates thereunder, upon 
which the Banks shall be entitled to rely conclusively until it shall have 
received a further certificate of the secretary or assistant secretary of 
Willis  amending the prior certificate and submitting the signature of the 
officer or officers named in the new certificate as being authorized to 
execute and deliver Loan Documents and certificates thereunder.

     (e)   NOTES.  Each Bank shall have received its Revolving Credit Note 
duly executed, completed and issued in accordance herewith.

     (f)   DOCUMENTS.  First Union, as Agent, shall have received all 
certificates, instruments and other documents then required to be delivered 
pursuant to any Loan Documents, in each instance in form and substance 
reasonably satisfactory to it.

     (g)   CONSENTS.  Willis shall have provided to each Bank evidence 
satisfactory to it that all governmental, shareholder and third party 
consents and approvals necessary in connection with the transactions 
contemplated hereby have been obtained and remain in effect.

     (h)   OTHER AGREEMENTS.  Willis shall have executed and delivered each 
other Loan Document required hereunder.

     (i)   FEES, EXPENSES.  Willis shall simultaneously pay or shall have 
paid all fees and expenses, if any, due hereunder or any other Loan Document.


                           5. AFFIRMATIVE COVENANTS.

     Willis covenants and agrees that, without the prior written consent of 
Required Banks, from and after the date hereof and so long as the Revolving 
Loan Commitments are in effect or any Obligation remains unpaid or 
outstanding, it will:

     5.1.  FINANCIAL STATEMENTS AND REPORTS.  Furnish to the Banks the 
following financial information: 

       (a)   ANNUAL STATEMENTS.  No later than one hundred and twenty (120) 
days after the end of each Fiscal Year, the consolidated and consolidating 
balance sheet of Willis as of the end of such year


                                      25

<PAGE>

and the prior year in comparative form, and related statements of operations, 
shareholders' equity, and cash flows for the Fiscal Year and the prior Fiscal 
Year in comparative form.  The financial statements shall be in reasonable 
detail with appropriate notes and be prepared in accordance with GAAP.  The 
consolidated annual financial statements shall be certified (without any 
qualification or exception) by KPMG Peat Marwick LLP or other independent 
public accountants reasonably acceptable to the Required Banks.  Such 
financial statements shall be accompanied by a report of such independent 
certified public accountants stating that, in the opinion of such 
accountants, such financial statements present fairly, in all material 
respects, the financial position, and the results of operations and the cash 
flows of Willis for the period then ended in conformity with GAAP, except for 
inconsistencies resulting from changes in accounting principles and methods 
agreed to by such accountants and specified in such report, and that, in the 
case of such financial statements, the examination by such accountants of 
such financial statements has been made in accordance with generally accepted 
auditing standards and accordingly included examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements 
and assessing the accounting principles used and significant estimates made, 
as well as evaluating the overall financial statement presentation.  Each 
financial statement provided under this subsection (a) shall be accompanied 
by a certificate signed by such accountants either stating that during the 
course of their examination nothing came to their attention which would cause 
them to believe that any event has occurred and is continuing which 
constitutes an Event of Default or Potential Default, or describing each such 
event. In addition to the annual financial statements, Willis shall, promptly 
upon receipt thereof, furnish to the Banks copies of each other report 
submitted to its board of directors by its independent accountants in 
connection with any annual, interim or special audit made by them of the 
financial records of Willis.

       (b)   QUARTERLY STATEMENTS.  No later than forty-five (45) calendar 
days after the end of each Fiscal Quarter of each Fiscal Year, the 
consolidated and consolidating balance sheet and related statements of 
operations, shareholders' equity and cash flows of Willis for such quarterly 
period and for the period from the beginning of such fiscal year to the end 
of such Fiscal Quarter and a corresponding financial statement for the same 
periods in the preceding Fiscal Year certified by the chief financial officer 
of Willis as having been prepared in accordance with GAAP (subject to changes 
resulting from audits and year-end adjustments); provided, however, that if 
the independent certified public accountants issue a review report on the 
quarterly financial statements of Willis, the financial statements required 
by this subsection (b) shall be accompanied by a certificate signed by such 
accountants either stating that during the course of their examination 
nothing came to their attention which would cause them to believe that any 
event has occurred and is continuing which constitutes an Event of Default or 
Potential Default, or describing each such event and the remedial steps being 
taken by Willis.  Such quarterly statement shall be accompanied by a 
Compliance Certificate in the form attached hereto as Exhibit E or such other 
form as the Required Banks shall reasonably request.

       (c)   NO DEFAULT.  Within forty-five (45) calendar days after the end 
of each of the first three Fiscal Quarters of each Fiscal Year and within one 
hundred and twenty (120) calendar days after the end of each Fiscal Year, a 
certificate signed by the chief financial officer of Willis certifying that, 
to the best of such officer's knowledge, after due inquiry, (i) Willis each 
has complied with all covenants, agreements and conditions in each Loan 
Document and that each representation and warranty contained in each Loan 
Document is true and correct with the same effect as though each such 
representation and warranty had been made on the date of such certificate 
(except to the extent such representation or warranty related to a specific 
prior date), and (ii) no event has occurred and is continuing which 
constitutes an Event of Default or Potential Default, or describing each such 
event and the remedial steps being taken by Willis, as applicable.


                                      26

<PAGE>

       (d)   ERISA.  All reports and forms filed with respect to all Plans, 
except as filed in the normal course of business and that would not result in 
an adverse action to be taken under ERISA, and details of related information 
of a Reportable Event, promptly following each filing.

       (e)   MATERIAL CHANGES.  Notification to First Union, as Agent, and 
each other Bank, of any litigation, administrative proceeding, investigation, 
business development, or change in financial condition which could reasonably 
have a Material Adverse Effect, promptly following its discovery.

       (f)   OTHER INFORMATION.  Promptly, upon request by First Union, as 
Agent, and each other Bank, from time to time (which may be on a monthly or 
other basis), Willis shall provide such other information and reports 
regarding its operations, business affairs, prospects and financial condition 
as First Union, as Agent, or any Bank may reasonably request.

       (g)   BORROWING BASE CERTIFICATES.  In the event Willis shall not have 
delivered a Borrowing Base Certificate to the Banks during any calendar 
month, it will deliver to the Banks, no later than 15 days after the end of 
such calendar month as of the last day of the preceding calendar month, a 
Borrowing Base Certificate signed by the chief financial officer, treasurer 
or controller of Willis.

       (h)   MONTHLY LEASE PORTFOLIO AND RECEIVABLES REPORT.  As soon as 
practicable and in any event within 15 days after the end of each calendar 
month, Willis will deliver to the Banks a lease portfolio listing and lease 
receivables aging report (in form and substance reasonably satisfactory to 
the Banks).

      (i)  MAINTENANCE OF CURRENT DEPRECIATION POLICIES.  Willis shall 
maintain its method of depreciating its assets substantially consistent with 
past practices as set forth in Exhibit F and will promptly notify the Banks 
of any deviation from such practices.

      (j)  MONTHLY LEASE RECEIPTS REPORT.  Within 15 days after the end of 
each calendar month following the Revolver Termination Date and until the 
Note is paid in full, Willis shall deliver to the Banks a report setting 
forth the items of Collateral on lease and amounts received with respect to 
each such item of Collateral.

     5.2. CORPORATE EXISTENCE.  Preserve its corporate existence and all 
material franchises, licenses, patents, copyrights, trademarks and trade 
names consistent with good business practice; and maintain, keep, and 
preserve all of its properties (tangible and intangible) necessary or useful 
in the conduct of its business in good working order and condition, ordinary 
wear and tear excepted.

     5.3. ERISA.  Comply in all material respects with the provisions of 
ERISA to the extent applicable to any Plan maintained for the employees of 
Willis or any ERISA Affiliate; do or cause to be done all such acts and 
things that are required to maintain the qualified status of each Plan and 
tax exempt status of each trust forming part of such Plan; not incur any 
material accumulated funding deficiency (within the meaning of ERISA and the 
regulations promulgated thereunder), or any material liability to the PBGC 
(as established by ERISA); not permit any event to occur as described in 
Section 4042 of ERISA or which may result in the imposition of a lien on its 
properties or assets; notify the Banks in writing promptly after it has come 
to the attention of senior management of Willis of the assertion or threat of 
any "reportable event" or other event described in Section 4042 of ERISA 
(relating to the soundness of a Plan) or the PBGC's ability to assert a 
material liability against it or impose a lien on its, or any


                                      27

<PAGE>

ERISA Affiliates', properties or assets; and refrain from engaging in any 
Prohibited Transactions or actions causing possible liability under Section 
5.02 of ERISA.

     5.4. COMPLIANCE WITH REGULATIONS.  Comply in all material respects with 
all Regulations applicable to its business, the noncompliance with which 
reasonably could have a Material Adverse Effect.

     5.5. CONDUCT OF BUSINESS; PERMITS AND APPROVALS, COMPLIANCE WITH LAWS. 
Continue to engage in an efficient and economical manner in a business of the 
same general type as conducted by it on the date of this Agreement; maintain 
in full force and effect, its franchises, and all licenses, patents, 
trademarks, trade names, contracts, permits, approvals and other rights 
necessary to the profitable conduct of its business.

     5.6.  MAINTENANCE OF PROPERTIES.  Willis will maintain or cause to be 
maintained in good repair, working order and condition all properties used or 
useful in its business and make all reasonable and necessary renewals, 
replacements, additions, betterments and improvements thereof and thereto, so 
that the business carried on in connection therewith may be conducted in the 
ordinary course at all times.

     5.7. MAINTENANCE OF INSURANCE.  Maintain insurance with financially 
sound and reputable insurance companies or associations in such amounts and 
covering such risks as are usually carried by companies engaged in the same 
or a similar business and similarly situated, which insurance may provide for 
reasonable deductibility from coverage thereof.

     5.8. PAYMENT OF DEBT; PAYMENT OF TAXES, ETC.  Where the amount involved 
exceeds $250,000 or where the non-payment or non-discharge would otherwise 
have a Material Adverse Effect on Willis or any of its assets: promptly pay 
and discharge (a) all of its Debt in accordance with the terms thereof; (b) 
all taxes, assessments, and governmental charges or levies imposed upon it or 
upon its income and profits, upon any of its property, real, personal or 
mixed, or upon any part thereof, before the same shall become in default; (c) 
all lawful claims for labor, materials and supplies or otherwise, which, if 
unpaid, might become a lien or charge upon such property or any part thereof; 
provided, however, that so long as Willis first notifies First Union, as 
Agent, of its intention to do so, Willis shall not be required to pay and 
discharge any such Debt, tax, assessment, charge, levy or claim so long as 
the failure to so pay or discharge does not constitute or result in an Event 
of Default or a Potential Default hereunder and so long as no foreclosure or 
other similar proceedings shall have been commenced against such property or 
any part thereof and so long as the validity thereof shall be contested in 
good faith by appropriate proceedings diligently pursued and it shall have 
set aside on its books adequate reserves with respect thereto.

     5.9. NOTICE OF EVENTS.  Promptly upon discovery of any of the following 
events, Willis shall provide telephone notice to the Banks (confirmed within 
three (3) calendar days by written notice), describing the event and all 
action Willis proposes to take with respect thereto:

     (a)  an Event of Default or Potential Default under this Agreement or 
any other Loan Document;

     (b)  any default or event of default under a contract or contracts and 
the default or event of default involves payments by Willis in an aggregate 
amount equal to or in excess of $250,000;


                                      28

<PAGE>

     (c)  a default or event of default under or as defined in any evidence 
of or agreements for Indebtedness for Borrowed Money under which Willis's 
liability is equal to or in excess of $250,000, singularly or in the 
aggregate, whether or not an event of default thereunder has been declared by 
any party to such agreement or any event which, upon the lapse of time or the 
giving of notice or both, would become an event of default under any such 
agreement or instrument or would permit any party to any such instrument or 
agreement to terminate or suspend any commitment to lend to Willis or to 
declare or to cause any such indebtedness to be accelerated or payable before 
it would otherwise be due;

     (d)  the institution of, any material adverse determination in, or the 
entry of any default judgment or order or stipulated judgment or order in, 
any suit, action, arbitration, administrative proceeding, criminal 
prosecution or governmental investigation against Willis in which the amount 
in controversy is in excess of $250,000, singularly or in the aggregate; or

     (e)  any change in any Regulation, including, without limitation, 
changes in tax laws and regulations, which would have a Material Adverse 
Effect.

     5.10. INSPECTION RIGHTS.  At any time during the existence of an Event 
of Default or Potential Default, during regular business hours and then as 
often as requested of Willis, permit First Union, as Agent, or any authorized 
officer, employee, agent, or representative of First Union to examine and 
make abstracts from the records and books of account of Willis, wherever 
located, and to visit the properties of Willis; and to discuss the affairs, 
finances, and accounts of Willis with its Chairman, President, any executive 
vice president, it chief financial officer, treasurer, controller or 
independent accountants.  If no Event of Default or Potential Default shall 
be in existence, First Union shall limit such examination to once each 
calendar year.  Willis shall reimburse First Union up to $5,000 promptly 
following the completion of each such examination. If the inspection shall be 
made during the continuance of a Potential Default or an Event of Default, 
Willis shall reimburse First Union for its reasonable out-of-pocket expense 
of such inspection.  At all times, it is understood and agreed by Willis that 
all expenses in connection with any such inspection which may be incurred by 
Willis, any officers and employees thereof and the attorneys and independent 
certified public accountants therefor shall be expenses payable by Willis and 
shall not be expenses of the Banks or any of them.

     5.11. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  Maintain books and 
records at all times in accordance with Generally Accepted Accounting 
Principles.

     5.12. COMPLIANCE WITH MATERIAL CONTRACTS.  Willis will comply in all 
material respects with all obligations, terms, conditions and covenants, as 
applicable, in all Debt applicable to it and all instruments and agreements 
related thereto, and all other instruments and agreements to which it is a 
party or by which it is bound or any of its properties is affected and in 
respect of which the failure to comply reasonably could have a Material 
Adverse Effect.

     5.13. USE OF PROCEEDS.  Willis will use the proceeds of each Loan made 
pursuant hereto for the purchase or refinance of Equipment as provided herein 
or general working capital purposes.

     5.14. FURTHER ASSURANCES.  Do such further acts and things and execute 
and deliver to the Banks such additional assignments, agreements, powers and 
instruments, as any Bank may reasonably require or reasonably deem advisable 
to carry into effect the purposes of this Agreement or to better


                                      29

<PAGE>

assure and confirm unto each Bank its rights, powers and remedies hereunder.


                            6. NEGATIVE COVENANTS.

     Willis covenants and agrees that, without the prior written consent of 
the Required Banks, from and after the date hereof and so long as the 
Revolving Loan Commitments are in effect or any Obligation remains unpaid or 
outstanding, it will not:

     6.1. CONSOLIDATION AND MERGER.  Merge or consolidate with or into any 
corporation except, if (1) no Potential Default or Event of Default shall 
have occurred and be continuing either immediately prior to or upon the 
consummation of such transaction, and (2) Willis is the surviving entity.

     6.2.  LIENS.  Create, assume or permit to exist any Lien on any of its 
property or assets, whether now owned or hereafter acquired, or upon any 
income or profits therefrom, except Permitted Liens.

     6.3.  GUARANTEES.  Guarantee or otherwise in any way become or be 
responsible for indebtedness or obligations (including working capital 
maintenance, take-or-pay contracts) of any unconsolidated Person, 
contingently or otherwise.  Notwithstanding the preceding sentence, Willis 
may guarantee indebtedness or obligations of unconsolidated Affiliates in 
amounts not to exceed $15,000,000 in the aggregate, in the ordinary course of 
business with the prior written consent of the Required Banks, which consent 
not to be unreasonably withheld.

     6.4.  MARGIN STOCK.  Use or permit any proceeds of the Loans to be used, 
either directly or indirectly, for the purpose, whether immediate, incidental 
or ultimate, of buying or carrying margin stock within the meaning of 
Regulation U of The Board of Governors of the Federal Reserve System, as 
amended from time to time.

     6.5.  ACQUISITIONS AND INVESTMENTS.  If an Event of Default or a 
Potential Default exists or would exist immediately thereafter: purchase or 
otherwise acquire (including without limitation by way of share exchange) any 
part or amount of the capital stock or assets of, or make any Investments in 
any other Person; or enter into any new business activities or ventures not 
directly related to its present business; or create any Subsidiary, except 
(a) it may acquire and hold stock, obligations or securities received in 
settlement of debts (created in the ordinary course of business) owing to it, 
and (b) it may make and own (i) Investments in certificates of deposit or 
time deposits having maturities in each case not exceeding one year from the 
date of issuance thereof and issued by any Bank, or any FDIC-insured 
commercial bank incorporated in the United States or any state thereof having 
a combined capital and surplus of not less than $150,000,000, (ii) 
Investments in marketable direct obligations issued or unconditionally 
guaranteed by the United States of America, any agency thereof, or backed by 
the full faith and credit of the United States of America, in each case 
maturing within one year from the date of issuance or acquisition thereof, 
(iii) Investments in commercial paper issued by a corporation incorporated in 
the United States or any State thereof maturing no more than one year from 
the date of issuance thereof and, at the time of acquisition, having a rating 
of A-1 (or better) by Standard & Poor's Corporation or P-1 (or better) by 
Moody's Investors Service, Inc., and (iv) Investments in money market mutual 
funds all of the assets of which are invested in cash or investments 
described in the immediately preceding clauses (i), (ii) and (iii).


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<PAGE>

     6.6.  TRANSFER OF ASSETS; NATURE OF BUSINESS.  Willis may not sell, 
transfer, lease or dispose of assets constituting more than twenty percent 
(20%) of its assets during any twelve month period without the written 
consent of the Required Banks, such consent not to be unreasonably withheld.  
Notwithstanding the above, (1) Willis may sell, transfer, pledge, assign, 
re-lease or otherwise dispose of any equipment coming off lease if such sale 
or disposition is in the ordinary course of its business, (2) Willis may sell 
individual or small groups of leases and related equipment from time to time 
and sell groups of leases and related equipment in securitization 
transactions and (3) Willis may engage in the nonrecourse or partial recourse 
financing of leases.  Willis may not discontinue, liquidate or change in any 
material respect any substantial part of its operations or business. 

     6.7. ACCOUNTING CHANGE.  Without the prior written approval of the 
Required Banks, make or permit any material change in financial accounting 
policies or financial reporting practices, except as required by Generally 
Accepted Accounting Principles or regulations of the Securities and Exchange 
Commission, if applicable.

     6.8. TRANSACTIONS WITH AFFILIATES.  Enter into any material transaction 
(including, without limitation, the purchase, sale or exchange of property, 
the rendering of any services or the payment of management fees) with any 
Affiliate, except transactions in the ordinary course of, and pursuant to the 
reasonable requirements of, its business, and in good faith and upon 
commercially reasonable terms.

     6.9. RESTRICTION ON AMENDMENT OF THIS AGREEMENT.  Enter into or 
otherwise become subject to or suffer to exist any agreement which would 
require it to obtain the consent of any other person as a condition to the 
ability of the Banks and Willis to amend or otherwise modify this Agreement.


                           7. FINANCIAL COVENANTS.

     Willis covenants and agrees that, without the prior written consent of 
the Required Banks, from and after the date hereof and so long as the 
Revolving Loan Commitments are in effect or any Obligation remains unpaid or 
outstanding, that:

     7.1. NO LOSSES.  From and after April 1, 1997, Willis shall not at any 
time suffer a net loss for the four (4) most recently ended consecutive 
Fiscal Quarters.

     7.2.  MINIMUM TANGIBLE NET WORTH.  Tangible Net Worth will not at any 
time be less than $40,000,000.

     7.3.  DEBT TO TANGIBLE NET WORTH.  From and after April 1, 1997, the 
ratio of Debt (including, without limitation, Debt represented by the Note) 
to Tangible Net Worth will not exceed 6.00:1 as at the end of any fiscal 
quarter.

     7.4.  MINIMUM INTEREST EXPENSE COVERAGE.  From and after April 1, 1997, 
the ratio of EBIT to interest for the four (4) most recently ended 
consecutive Fiscal Quarters will not be less than 1.25:1.

     7.5.  BORROWING BASE.  The aggregate principal amount of Loans 
outstanding shall not at any time exceed the Borrowing Base or the Aggregate 
Revolving Loan Commitment, whichever is less; provided, however, that this 
covenant shall not be deemed breached if, at the time such aggregate amount 
exceeds said level, within four Business Days after the earlier of the date 
Willis first has


                                      31

<PAGE>

knowledge of such excess or the date of the next Borrowing Base Certificate 
disclosing the existence of such excess, a prepayment of Loans shall be made 
in an amount sufficient to assure continued compliance with this covenant in 
the future.


                                 8. DEFAULT.

     8.1.  EVENTS OF DEFAULT.  Willis shall be in default if any one or more of
the following events (each an "EVENT OF DEFAULT") occurs:

     (a)   PAYMENTS.  Willis fails to pay the principal due on any Revolving 
     Credit Note when due and payable (whether at maturity, by notice of 
     intention to prepay, or otherwise); or Willis fails to pay interest or any 
     other amount payable hereunder or under any other Loan Document within 
     three Business Days after the date such interest or other amount is due 
     and payable.

     (b)  COVENANTS.  Willis fails to observe or perform (1) within fifteen days
     after receiving written notice from the Bank, any term, condition or
     covenant set forth in Sections 5.1(a), 5.1(b), 5.1(c), 5.1(g), 5.1(h) or
     5.1(i) herein, (2) any term, condition or covenant set forth in Section 
     5.2 , Sections 6.1 through 6.9 or Section 8.1(a) herein, as and when 
     required or (3) any term, condition or covenant contained in this 
     Agreement or any other Loan Document other than as set forth in (1) and 
     (2) above, as and when required and such failure shall continue for a 
     period of 10 Business Days or more.

     (c)  REPRESENTATIONS, WARRANTIES.  Any representation or warranty made or
     deemed to be made by Willis, as applicable, herein or in any Loan Document
     or in any exhibit, schedule, report or certificate delivered pursuant
     hereto or thereto shall prove to have been false, misleading or incorrect
     in any material respect when made or deemed to have been made.

     (d)  BANKRUPTCY.  Willis is dissolved or liquidated, makes an assignment
     for the benefit of creditors, files a petition in bankruptcy, is
     adjudicated insolvent or bankrupt, petitions or applies to any tribunal for
     any receiver or trustee, commences any proceeding relating to itself under
     any bankruptcy, reorganization, readjustment of debt, dissolution or
     liquidation law or statute of any jurisdiction, has commenced against it
     any such proceeding which remains undismissed for a period of thirty (60)
     days, or indicates its consent to, approval of or acquiescence in any such
     proceeding, or any receiver of or trustee for Willis or any substantial
     part of the property of Willis  is appointed, or if any such receivership
     or trusteeship to continues undischarged for a period of thirty (60) days.

     (e)  CERTAIN OTHER DEFAULTS.  Willis shall fail to pay when due any
     Indebtedness for Borrowed Money which singularly or in the aggregate
     exceeds $5,000,000, and such failure shall continue beyond any applicable
     cure period, or Willis shall suffer to exist any default or event of
     default in the performance or observance, subject to any applicable grace
     period, of any agreement, term, condition or covenant with respect to any
     agreement or document relating to Indebtedness for Borrowed Money if the
     effect of such default is to permit, with the giving of notice or passage
     of time or both, the holders thereof, or any trustee or agent for said
     holders, to terminate or suspend any commitment (which is equal to or in
     excess of $5,000,000) to lend money or to cause or declare any portion of
     any borrowings thereunder to become due and payable prior to the date on
     which it would otherwise be due and payable, provided that during


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<PAGE>

     any applicable cure period the Bank's obligations hereunder to make further
     Loans shall be suspended.

     (f)  JUDGMENTS.  Any judgments against Willis or against its assets or
     property for amounts in excess of $5,000,000 in the aggregate remain
     unpaid, unstayed on appeal, undischarged, unbonded and undismissed for a
     period of thirty (30) days.

     (g)  ATTACHMENTS.  Any assets of Willis shall be subject to attachments,
     levies, or garnishments for amounts in excess of $250,000 in the aggregate
     which have not been dissolved or satisfied within twenty (20) days after
     service of notice thereof to Willis.

     (h)  CHANGE IN CONTROL.  Charles F. Willis or the CFW Partners, L.P.
     limited partnership, shall cease to be the record and beneficial owner of
     at least 34% of the issued and outstanding voting and capital stock of
     Willis.

     (i)  SECURITY INTERESTS.  Any security interest created pursuant to any
     Loan Document shall cease to be in full force and effect, or shall cease in
     any material respect to give First Union, as Agent, the Liens, rights,
     powers and privileges purported to be created thereby (including, without
     limitation, a perfected security interest in, and Lien on, all of the
     Collateral), superior to and prior to the rights of all third Persons, and
     subject to no other Liens (except as permitted by Section 6.2).

     (j) CHANGES IN SENIOR MANAGEMENT.  Charles F. Willis shall cease to be a
     member of senior management or both Donald A. Nunemaker and James McBride
     shall cease to be members of senior management within any period of twelve
     consecutive months.

THEN and in every such event other than that specified in Section 8.1.(d), 
First Union, as Agent, may, or at the written request of the Required Banks 
shall immediately terminate the Aggregate Revolving Loan Commitment by notice 
in writing to Willis and immediately declare the Revolving Credit Notes, 
including without limitation accrued interest, to be, and they shall 
thereupon forthwith become due and payable without presentment, demand, or 
notice of any kind, all of which are hereby expressly waived by Willis.  Upon 
the occurrence of any event specified in Section 8.1.(d), the Aggregate 
Revolving Loan Commitment shall automatically terminate and the Revolving 
Credit Notes, including without limitation accrued interest, shall 
immediately be due and payable without presentment, demand, protest or other 
notice of any kind, all of which are hereby expressly waived by Willis.  Any 
date on which the Notes and such other Obligations are declared due and 
payable pursuant to this Section 8.1, shall be the Revolver Termination Date 
for purposes of this Agreement.  From and after the date an Event of Default 
shall have occurred and for so long as an Event of Default shall be 
continuing, the Loans shall bear interest at the Default Rate.


                                9. COLLATERAL.

     9.1. COLLATERAL.  Except as otherwise specifically set forth herein or in
any other Loan Document, any Loans made and outstanding and their repayment at
all times shall (i) in the case of Collateral (as defined in the Security
Agreement, hereinafter referred to as the "COLLATERAL") located in the United
States, be secured by a first priority perfected security interest and (ii) in
the case of Collateral located in jurisdictions outside the United States, be
secured by a security interest which adequately protects the first priority
security interest in favor of First Union, as Agent.


                                      33

<PAGE>

     9.2.  SECURITY AGREEMENT.  As security for the punctual payment in full 
of all Notes (including all payments of principal, and interest and other 
costs contemplated hereby), Willis shall execute and deliver to First Union, 
as Agent, the Security Agreement and such other documents as may be necessary 
to constitute and evidence a security interest in the Collateral.

     9.3. RELEASE OF COLLATERAL.  Willis shall be entitled to remove any item of
Collateral at any time, PROVIDED, however, that at the time of such removal and
release (a) there is not then existing an Event of Default or Potential Default,
and (b) no Event of Default or Potential Default would exist immediately
following removal and release.


                                  10. AGENT.

     10.1.  APPOINTMENT AND AUTHORIZATION.  Each Bank hereby irrevocably 
appoints and authorizes First Union, as Agent, to take such action on its 
behalf and to exercise such powers under this Agreement and the Loan 
Documents as are specifically delegated to it as Agent by the terms hereof or 
thereof, together with such other powers as are reasonably incidental 
thereto.  The relationship between First Union and each Bank has no fiduciary 
aspects, and First Union' duties as Agent hereunder are acknowledged to be 
only ministerial and not involving the exercise of discretion on its part.  
Nothing in this Agreement or any Loan Document shall be construed to impose 
on First Union any duties or responsibilities other than those for which 
express provision is made herein or therein.  In performing its duties and 
functions under this Article 10, First Union does not assume and shall not be 
deemed to have assumed, and hereby expressly disclaims, any obligation with 
or for Willis.  As to matters not expressly provided for in this Agreement or 
any Loan Document, First Union shall not be required to exercise any 
discretion or to take any action or communicate any notice, but shall be 
fully protected in so acting or refraining from acting upon the instructions 
of the Required Banks and their respective successors and assigns; provided, 
however, that in no event shall First Union be required to take any action 
which exposes it to personal liability or which is contrary to this 
Agreement, any Loan Document or applicable law, and First Union shall be 
fully justified in failing or refusing to take any action hereunder unless it 
shall first be specifically indemnified to its satisfaction by the Banks 
against any and all liability and expense which may be incurred by it by 
reason of taking or omitting to take any such action.  If an indemnity 
furnished to First Union for any purpose shall, in its reasonable opinion, be 
insufficient or become impaired, First Union may call for additional 
indemnity from the Banks and not commence or cease to do the acts for which 
such indemity is requested until such additional indemnity is furnished.

     10.2.  DUTIES AND OBLIGATIONS.  In performing its functions and duties 
hereunder on behalf of the Banks, First Union shall exercise the same care 
and skill as it would exercise in dealing with loans for its own account.  
Neither First Union nor any of its directors, officers, employees or other 
agents shall be liable for any action taken or omitted to be taken by it or 
them under or in connection with this Agreement or any Loan Document except 
for its or their own gross negligence or willful misconduct.  Without 
limiting the generality of the foregoing, First Union (a) may consult with 
legal counsel and other experts selected by it and shall not be liable for 
any action taken or omitted to be taken by it in good faith and in accordance 
with the advice of such experts; (b) makes no representation or warranty to 
any Bank as to, and shall not be responsible to any Bank for, any recital, 
statement, representation or warranty made in or in connection with this 
Agreement, any Loan Document or in any written or oral statement (including a 
financial or other such statement), instrument or other document delivered


                                      34

<PAGE>

in connection herewith or therewith or furnished to any Bank by or on behalf 
of Willis; (c) shall have no duty to ascertain or inquire into Willis's 
performance or observance of any of the covenants or conditions contained 
herein or to inspect any of the property (including the books and records) of 
Willis or inquire into the use of the proceeds of the Revolving Credit Loans 
or (unless the officers of First Union active in their capacity as officers 
of First Union on Willis's account have actual knowledge thereof or have been 
notified in writing thereof) to inquire into the existence or possible 
existence of any Event of Default or Potential Default; (d) shall not be 
responsible to any Bank for the due execution, legality, validity, 
enforceability, effectiveness, genuineness, sufficiency, collectability or 
value of this Agreement or any other Loan Document or any instrument or 
document executed or issued pursuant hereto or in connection herwith, except 
to the extent that such may be dependent on the due authorization and 
execution by First Union itself; (e) except as expressly provided herein in 
respect of information and data furnished to First Union for distribution to 
the Banks, shall have no duty or responsibility, either initially or on a 
continuing basis, to provide to any Bank any credit or other information with 
respect to Willis, whether coming into its possession before the making of 
the Loans or at any time or times thereafter; and (f) shall incur no 
liability under or in respect of this Agreement or any other Loan Document 
for, and shall be entitled to rely and act upon, any notice, consent, 
certificate or other instrument or writing (which may be by facsimile 
(telecopier), telegram, cable, or other electronic means) believed by it to 
be genuine and correct and to have been signed or sent by the proper party or 
parties.

     10.3.  FIRST UNION AS A BANK.  With respect to its Revolving Loan 
Commitment and the Loans made and to be made by it, First Union shall have 
the same rights and powers under this Agreement and all other Loan Documents 
as the other Banks and may exercise the same as if it were not the Agent.  
The terms "Bank" and "Banks" as used herein shall, unless otherwise expressly 
indicated, include First Union in its individual capacity.  First Union and 
any successor Agent which is a commercial bank, and their respective 
affiliates, may accept deposits from, lend money to, act as trustee under 
indentures of and generally engage in any kind of business with, Willis and 
its affiliates from time to time, all as if such entity were not the Agent 
hereunder and without any duty to account therefor to any Bank.

     10.4.  INDEPENDENT CREDIT DECISIONS.  Each Bank acknowledges to First 
Union that it has, independently and without reliance upon First Union or any 
other Bank, and based upon such documents and information as it has deemed 
appropriate, made its own independent credit analysis and decision to enter 
into this Agreement.  Each Bank also acknowledges that it will, independently 
or through other advisers and representatives but without reliance upon First 
Union or any other Bank, and based upon such documents and information as it 
shall deem appropriate at the time, continue to make its own credit decisions 
in taking or refraining from taking any action under this Agreement or any 
Loan Document.

     10.5.  INDEMNIFICATION.  The Banks agree to indemnify First Union (to 
the extent not previously reimbursed by Willis), ratably in proportion to 
each Bank's Commitment Percentage, from and against any and all liabilities, 
obligations, losses, damages, penalties, actions, judgments, suits, costs, 
expenses and disbursements of any kind or nature whatsoever which may be 
imposed on, incurred by or asserted against First Union in its capacity as 
Agent in any way relating to or arising out of this Agreement or any Loan 
Document or any action taken or omitted to be taken by First Union in its 
capacity as Agent hereunder or under any Loan Document; provided that none of 
the Banks shall be liable for any portion of such liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements resulting from First Union' gross negligence or willful 


                                      35

<PAGE>

misconduct.  Without limiting the generality of the foregoing, each Bank 
agrees to reimburse First Union, promptly on demand, for such Bank's ratable 
share (based upon the aforesaid apportionment) of any out-of-pocket expenses 
(including counsel fees and disbursements) incurred by First Union in 
connection with the preparation, execution, administration or enforcement of, 
or the preservation of any rights under, this Agreement and the Loan 
Documents to the extent that First Union is not reimbursed for such expenses 
by Willis.

     10.6.  SUCCESSOR AGENT.  First Union may resign at any time by giving 
written notice of such resignation to the Banks and Willis, such resignation 
to be effective only upon the appointment of a successor Agent as hereinafter 
provided.  Upon any such notice of resignation, the Banks shall jointly 
appoint a successor Agent upon written notice to Willis and First Union.  If 
no successor Agent shall have been jointly appointed by such Banks and shall 
have accepted such appointment within thirty (30) days after First Union 
shall have given notice of resignation, First Union may, upon notice to 
Willis and the Banks, appoint a successor Agent.  Upon its acceptance of any 
appointment as Agent hereunder, the successor Agent shall succeed to and 
become vested with all the rights, powers, privileges and duties of First 
Union, and First Union shall be discharged from its duties and obligations as 
Agent under this Agreement and the Loan Documents.  After First Union' 
resignation hereunder, the provisions hereof shall inure to its benefit as to 
any actions taken or omitted to be taken by it while it was the Agent under 
this Agreement and the Loan Documents.

     10.7.  ALLOCATIONS MADE BY FIRST UNION.  As between First Union, as 
Agent, and the Banks, unless a Bank objecting to a determination or 
allocation made by First Union pursuant to this Agreement delivers to First 
Union written notice of such objection within one hundred twenty (120) days 
after the date any distribution was made by First Union, such determination 
or allocation shall be conclusive on such one hundred twentieth day and only 
those items expressly objected to in such notice shall be deemed disputed by 
such Bank.  First Union shall not have any duty to inquire as to the 
application by the Banks of any amounts distributed to them.


                              11. MISCELLANEOUS.

     11.1.  WAIVER.  No failure or delay on the part of First Union or any 
Bank or any holder of any Note in exercising any right, power or remedy under 
any Loan Document shall operate as a waiver thereof; nor shall any single or 
partial exercise of any such right, power or remedy preclude any other or 
further exercise thereof or the exercise of any other right, power or remedy 
under any Loan Document.  The remedies provided under the Loan Documents are 
cumulative and not exclusive of any remedies provided by law.

     11.2.  AMENDMENTS.  No amendment, modification, termination or waiver of 
any Loan Document or any provision thereof nor any consent to any departure 
by Willis therefrom shall be effective unless the same shall have been 
approved by the Required Banks, be in writing and be signed by First Union, 
as Agent, and then any such waiver or consent shall be effective only in the 
instance and for the specific purpose for which given.  No notice to or 
demand on the Willis shall entitle Willis to any other or further notice or 
demand in similar or other circumstances.

     11.3.  GOVERNING LAW.  The Loan Documents and all rights and obligations 
of the parties thereunder shall be governed by and be construed and enforced 
in accordance with the laws of the


                                      36

<PAGE>

Commonwealth of Pennsylvania without regard to Pennsylvania or federal 
principles of conflict of laws.

     11.4.  PARTICIPATIONS AND ASSIGNMENTS.  Willis hereby acknowledges and 
agrees that any Bank may at any time, with the consent of Willis (which 
consent shall not be unreasonably withheld): (a) grant participations in all 
or any portion of its Revolving Loan Commitment or any portion of its Note or 
of its right, title and interest therein or in or to this Agreement 
(collectively, "PARTICIPATIONS") to any other lending office of such Bank or 
to any other bank, lending institution or other entity which has the 
requisite sophistication to evaluate the merits and risks of investments in 
Participations ("PARTICIPANTS"); provided, however, that:  (i) all amounts 
payable by Willis hereunder shall be determined as if such Bank had not 
granted such Participation; (ii) such Bank shall act as agent for all 
Participants; and (iii) any agreement pursuant to which such Bank may grant a 
Participation: (x) shall provide that such Bank shall retain the sole right 
and responsibility to enforce the obligations of Willis hereunder including, 
without limitation, the right to approve any amendment, modification or 
waiver of any provisions of this Agreement; (y) such participation agreement 
may provide that such Bank will not agree to any modification, amendment or 
waiver of this Agreement without the consent of the Participant if such 
modification, amendment or waiver would reduce the principal of or rate of 
interest on any Loan or postpone the date fixed for any payment of principal 
of or interest on any Loan; and (z) shall not relieve such Bank from its 
obligations, which shall remain absolute, to make Loans hereunder; and (b) 
assign any of its Loans and its Revolving Loan Commitment. Upon execution and 
delivery by the assignee to Willis of an instrument in writing pursuant to 
which such assignee agrees to become a "Bank" hereunder having the Revolving 
Loan Commitment and Loans specified in such instrument, and upon consent 
thereto by Willis, to the extent required above, the assignee shall have, to 
the extent of such assignment (unless otherwise provided in such assignment 
with the consent of the Willis), the obligations, rights and benefits of a 
Bank hereunder holding the Revolving Loan Commitment and Loans (or portions 
thereof) assigned to it, and such Bank shall, to the extent of such 
assignment, be released from the Commitment (or portion(s) thereof) so 
assigned.

     11.5.  CAPTIONS.  Captions in the Loan Documents are included for 
convenience of reference only and shall not constitute a part of any Loan 
Document for any other purpose.

     11.6.  NOTICES.  All notices, requests, demands, directions, 
declarations and other communications between the Banks and the Willis 
provided for in any Loan Document shall, except as otherwise expressly 
provided, be mailed by registered or certified mail, return receipt 
requested, or telegraphed, or faxed, or delivered in hand to the applicable 
party at its address indicated opposite its name on the signature pages 
hereto.  The foregoing shall be effective and deemed received three days 
after being deposited in the mails, postage prepaid, addressed as aforesaid 
and shall whenever sent by telegram, telegraph or fax or delivered in hand be 
effective when received.  Any party may change its address by a communication 
in accordance herewith.

     11.7.  SHARING OF COLLECTIONS, PROCEEDS AND SET-OFFS: APPLICATION OF 
PAYMENTS.

       (a)  If any Bank, by exercising any right of set-off, counterclaim or
foreclosure against trade collateral or otherwise, receives payment of principal
or interest or other amount due on any Note which is greater than the percentage
share of such Bank (determined as set forth below), the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
held by the other Banks, and such other adjustments shall be made as may be
required, so that all such payments shall be shared by the Banks on the basis of
their percentage shares; provided that if all or


                                      37

<PAGE>

any portion of such proportionately greater payment of such indebtedness is 
thereafter recovered from, or must otherwise be restored by, such purchasing 
Bank, the purchase shall be rescinded and the purchase price restored to the 
extent of such recovery, but without interest being paid by such purchasing 
Bank.  The percentage share of each Bank shall be based on the portion of the 
outstanding Loans of such Bank (prior to receiving any payment for which an 
adjustment must be made under this Section in relation to the aggregate 
outstanding Loans of all the Banks.  Willis agrees, to the fullest extent it 
may effectively do so under applicable law, that any holder of a 
participation in a Loan or reimbursement obligation, whether or not acquired 
pursuant to the foregoing arrangements, may exercise rights of set-off or 
counterclaim and other rights with respect to such participation as fully as 
if such holder of a participation were a direct creditor of Willis in the 
amount of such participation.  If under any applicable bankruptcy, insolvency 
or other similar law, any Bank receives a secured claim in lieu of a set-off 
to which this Section would apply, such Bank shall, to the extent 
practicable, exercise its rights in respect of such secured claim in a manner 
consistent with the rights of the Banks entitled under this Section to share 
in the benefits of any recovery on such secured claim.

       (b)  If an Event of Default or Potential Default shall have occurred 
and be continuing First Union, as Agent, and each Bank and Willis agree that 
all payments on account of the Loans shall be applied by First Union, as 
Agent, and the Banks as follows:

     FIRST, to First Union, as Agent, for any Agent fees then due and payable
     under this Agreement until such fees are paid in full;

     SECOND, to First Union, as Agent, for any fees, costs or expenses
     (including expenses described in Section 11.8) incurred by First Union, as
     Agent, under any of the Loan Documents or this Agreement, then due and
     payable and not reimbursed by Willis or the Banks until such fees, costs
     and expenses are paid in full;

     THIRD, to the Banks for their percentage shares of the Commitment Fee then
     due and payable under this Agreement until such fee is paid in full;

     FOURTH, to the Banks for their respective shares of all costs, expenses and
     fees then due and payable from Willis until such costs, expenses and fees
     are paid in full;

     FIFTH, to the Banks for their percentage shares of all interest then due
     and payable from Willis until such interest is paid in full, which
     percentage shares shall be calculated by determining each Bank's percentage
     share of the amounts allocated in (a) above determined as set forth in said
     clause (a); and

     SIXTH, to the Banks for their percentage shares of the principal amount of
     the Loans then due and payable from Willis until such principal is paid in
     full, which percentage shares shall be calculated by determining each
     Bank's percentage share of the amounts allocated in (a) above determined as
     set forth in said clause (a).

     11.8.  EXPENSES; INDEMNIFICATION.  Willis will from time to time 
reimburse First Union, as Agent, promptly following demand for all reasonable 
out-of-pocket expenses (including the reasonable fees and expenses of its 
legal counsel) in connection with (i) the preparation of the Loan Documents, 
(ii) the making of any Loans, and (iii) the administration of the Loan 
Documents.  Willis also will from to time reimburse First Union, as Agent, 
and each Bank for all out-of-pocket expenses (including


                                      38

<PAGE>

reasonable fees and expenses of legal counsel) in connection with the 
enforcement of the Loan Documents.  In addition to the payment of the 
foregoing expenses, Willis hereby agrees to indemnify, protect and hold First 
Union, as Agent, each Bank and any holder of any Note and the officers, 
directors, employees, agents, affiliates and attorneys of First Union, as 
Agent, each Bank and such holder (collectively, the "INDEMNITEES") harmless 
from and against any and all liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses and disbursements of 
any kind or nature, including reasonable fees and expenses of legal counsel, 
which may be imposed on, incurred by, or asserted against such Indemnitee by 
Willis or other third parties and arise out of or relate to this Agreement or 
the other Loan Documents or any other matter whatsoever related to the 
transactions contemplated by or referred to in this Agreement or the other 
Loan Documents; provided, however, that Willis shall have no obligation to an 
Indemnitee hereunder to the extent that the liability incurred by such 
Indemnitee has been determined by a court of competent jurisdiction to be the 
result of gross negligence or willful misconduct of such Indemnitee.

     11.9.  SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.  All agreements, 
representations and warranties expressly made herein shall survive the 
execution and delivery of this Agreement, the making of the Loans hereunder 
and the execution and delivery of the Note.  Notwithstanding anything in this 
Agreement or implied by law to the contrary, the agreements of Willis set 
forth in Section 11.8 shall survive the payment of the Loans and the 
termination of this Agreement.  This Agreement shall remain in full force and 
effect until the repayment in full of all amounts owed by Willis under the 
Notes or any other Loan Document.

     11.10.  SEVERABILITY.  The invalidity, illegality or unenforceability in 
any jurisdiction of any provision in or obligation under this Agreement, the 
Note or other Loan Documents shall not affect or impair the validity, legality 
or enforceability of the remaining provisions or obligations under this 
Agreement, the Notes or other Loan Documents or of such provision or obligation 
in any other jurisdiction.

     11.11.  BANKS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF BANKS' RIGHTS. 
The obligation of each Bank hereunder is several and not joint and no Bank 
shall be the agent of any other (except to the extent the Agent is authorized 
to act as such hereunder).  No Bank shall be responsible for the obligation 
or commitment of any other Bank hereunder.  In the event that any Bank at any 
time should fail to make a Loan as herein provided, the other Banks, or any 
of them as may then be agreed upon, at their sole option, may make the Loan 
that was to have been made by the Bank so failing to make such Loan.  Nothing 
contained in any Loan Document and no action taken by Agent or any Bank 
pursuant hereto or thereto shall be deemed to constitute the Banks to be a 
partnership, an association, a joint venture or any other kind of entity.  
The amounts payable at any time hereunder to each Bank shall be a separate 
and independent debt, and, subject to the terms of this Agreement, each Bank 
shall be entitled to protect and enforce its rights arising out of this 
Agreement and it shall not be necessary for any other Bank to be joined as an 
additional party in any proceeding for such purpose. 

     11.12.  NO FIDUCIARY RELATIONSHIP.  No provision in this Agreement or in 
any of the other Loan Documents and no course of dealing between the parties 
shall be deemed to create any fiduciary duty by any Bank to Willis.

     11.13.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  WILLIS, FIRST 
UNION AS AGENT AND THE BANKS, EACH HEREBY CONSENTS TO THE JURISDICTION OF ANY 
STATE OR FEDERAL COURT LOCATED WITHIN THE EASTERN DISTRICT OF


                                      39

<PAGE>

PENNSYLVANIA AND IRREVOCABLY AGREES THAT, ANY ACTIONS OR PROCEEDINGS ARISING 
OUT OF OR RELATING TO THE NOTE, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS 
MAY BE LITIGATED IN SUCH COURTS.  EACH PARTY TO THIS AGREEMENT ACCEPTS FOR 
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, 
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE 
OF FORUM NON CONVENIENT, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT 
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, ANY NOTE, OR SUCH OTHER 
LOAN DOCUMENT.

     11.14.  WAIVER OF JURY TRIAL.  WILLIS, FIRST UNION AS AGENT AND THE 
BANKS, EACH HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM 
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE 
LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER 
OF THIS AGREEMENT AND THE LENDER/BORROWER RELATIONSHIP ESTABLISHED HEREBY.  
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL 
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER 
OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT 
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. 
 WILLIS, FIRST UNION AS AGENT AND THE BANKS, EACH ACKNOWLEDGES THAT THIS 
WAIVER IS A MATERIAL INDUCEMENT TO THE TRANSACTION, THAT EACH HAS ALREADY 
RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL 
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  WILLIS, 
FIRST UNION AS AGENT AND THE BANKS, EACH FURTHER WARRANTS AND REPRESENTS THAT 
EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY 
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH 
LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, AND THE WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, MODIFICATIONS, REPLACEMENTS OR 
RESTATEMENTS TO THIS AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS 
OR AGREEMENTS RELATING TO THE LOANS.  IN THE EVENT OF LITIGATION, THIS 
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     11.15.  COUNTERPARTS; EFFECTIVENESS.  This Agreement and any amendment 
hereto or waiver hereof may be signed in any number of counterparts, each of 
which shall be an original, with the same effect as if the signatures thereto 
and hereto were upon the same instrument.  This Agreement and any amendments 
hereto or waivers hereof shall become effective when First Union, as Agent, 
shall have received signed counterparts or notice by fax of the signature 
page that the counterpart has been signed and is being delivered to it or 
facsimile that such counterparts have been signed by all the parties hereto 
or thereto.

     11.16.  USE OF DEFINED TERMS.  All words used herein in the singular or 
plural shall be deemed to have been used in the plural or singular where the 
context or construction so requires.  Any defined term used in the singular 
preceded by "any" shall be taken to indicate any number of the members of the 
relevant class.


                                      40

<PAGE>

     11.17.  OFFSETS.  Nothing in this Agreement shall be deemed a waiver or 
prohibition of any Bank's right of banker's lien or offset.

     11.18.  ENTIRE AGREEMENT.  This Agreement, the Notes issued hereunder 
and the other Loan Documents constitute the entire understanding of the 
parties hereto as of the date hereof with respect to the subject matter 
hereof and thereof and supersede any prior agreements, written or oral, with 
respect hereto or thereto.


                                      41

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have each caused this Agreement 
to be duly executed by their duly authorized representatives as of the date 
first above written.

                              WILLIS LEASE FINANCE CORPORATION


                              By   /s/ James D. McBride
                                   ______________________________________
                                   Name:  James D. McBride
                                   Title: Executive Vice President and
                                          Chief Financial Officer
Notices To:
2320 Marinship Way
Suite 300
Sausalito, CA.  94965.
FAX No. (415) 331-5167
ATT: General Counsel

                              FIRST UNION NATIONAL BANK


                              By   /s/ Hugh W. Connelly
                                   ______________________________________
                                   Name:  Hugh W. Connelly
                                   Title: Vice President
Notices To:
Hugh W. Connelly
Vice President
First Union National Bank
Transportation and Leasing Division
FC 1-8-11-24
1339 Chestnut Street
Philadelphia, PA  19107
FAX No. (215) 786-7704

                              NATIONSBANK, N.A.


                              By   /s/ Charles A. McDonell
                                   ______________________________________
                                   Name:  Charles A. McDonell
                                   Title: Vice President
Notices To:
Charles A. McDonell
Vice President
NationsBank, N.A.
444 South Flower Street
Suite 4100
Los Angeles, CA 90071
FAX No. (213) 624-5815


                                      42

<PAGE>

                        REFERENCE TABLE OF DEFINITIONS


DEFINITION                                                          PAGE DEFINED

Additional Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Aggregate Revolving Loan Commitment. . . . . . . . . . . . . . . . . . . . . .12
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Borrowing Base Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capitalized Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capitalized Lease Obligations. . . . . . . . . . . . . . . . . . . . . . . . . 3
Category A Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Category B Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dollars. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Eligible Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Environmental Control Statutes . . . . . . . . . . . . . . . . . . . . . . . . 5
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ERISA Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Federal Funds Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
First Union. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fiscal Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Generally Accepted Accounting Principles . . . . . . . . . . . . . . . . . . . 5
Governmental Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness for Borrowed Money. . . . . . . . . . . . . . . . . . . . . . . . 5
Indemnitees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Intangible Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
London Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2


                                       43

<PAGE>

Material Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Monthly Lease Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Multiemployer Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
PBGC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Permitted Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Potential Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Prime Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Prohibited Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Receivables Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regulation D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regulatory Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reportable Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Request for Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Required Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Revolver Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . . .10
Revolving Credit Loan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Revolving Credit Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Revolving Loan Commitment. . . . . . . . . . . . . . . . . . . . . . . . . . .11
Revolving Loan Commitment Fee. . . . . . . . . . . . . . . . . . . . . . . . .10
Revolving Loan Commitment Percentage . . . . . . . . . . . . . . . . . . . . .13
Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Solvent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Standby Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Termination Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Unfunded Pension Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .11
Unrecognized Retiree Welfare Liability . . . . . . . . . . . . . . . . . . . .11
Willis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


                                      44



<PAGE>


 EX-11.1

 Computation of Earnings                                             EXHIBIT XI


                         WILLIS LEASE FINANCE CORPORATION
                         Computation of Earnings Per Share

<TABLE>
<CAPTION>
                                                                          Three Months Ended June 30,   Six Months Ended June 30,
                                                                          ---------------------------   -------------------------
Income before extraordinary item                                            1998           1997           1998           1997
                                                                          -------         -----         --------        -------
Basic                                                                      (in thousands, except        (in thousands, except 
                                                                               per share data)               per share data)
<S>                                                                        <C>           <C>             <C>           <C>
     Earnings:
           Income before extraordinary item                                $2,149         $1,266          $4,098       $2,281
                                                                                                          
     Shares:                                                                                              
          Weighted average number of common shares outstanding              7,263          5,433           7,228          5,431
                                                                          -------         ------          ------         ------
                                                                                                          
Basic earnings per common share before extraordinary item                   $0.30          $0.23           $0.57          $0.42

Assuming Full Dilution
     Earnings:
           Income before extraordinary item                                $2,149         $1,266          $4,098         $2,281
                                                                          -------         ------          ------         ------
                                                                                                          
     Shares:                                                                                              
          Weighted average number of common shares                                                        
           outstanding and common stock equivalents                         7,488          5,529           7,466          5,548
                                                                          -------         ------          ------          ------

Earnings per common share assuming full dilution,                           $0.29          $0.23           $0.55          $0.41
     before extraordinary item                                                                             
                                                                                                           
                                                                                                           
Net income                                                                                                 
Basic                                                                                                      
     Earnings:                                                                                             
          Net income                                                       $2,149         $1,266          $3,898         $4,289
                                                                          -------         ------          ------         ------
     Shares:
          Weighted average number of common shares outstanding              7,263          5,433           7,228          5,431
                                                                          -------         ------          ------         ------

Basic earnings per common share                                             $0.30          $0.23           $0.54          $0.79

Assuming Full Dilution
     Earnings:
          Net income                                                       $2,149         $1,266          $3,898         $4,289
                                                                          -------         ------          ------         ------

     Shares:
          Weighted average number of common shares
           outstanding and common stock equivalents                         7,488          5,529          7,466           5,548
                                                                          -------         ------          ------         ------

Earnings per common share assuming full dilution                            $0.29          $0.23          $0.52           $0.77
                                                                          -------         ------          ------         ------
</TABLE>


                                            20



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                      24,373,180
<SECURITIES>                                         0
<RECEIVABLES>                                5,213,697
<ALLOWANCES>                                         0
<INVENTORY>                                 26,061,029
<CURRENT-ASSETS>                                     0
<PP&E>                                     227,237,354
<DEPRECIATION>                              13,211,145
<TOTAL-ASSETS>                             298,734,770
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        72,696
<OTHER-SE>                                  59,318,376
<TOTAL-LIABILITY-AND-EQUITY>               298,734,770
<SALES>                                      6,583,267
<TOTAL-REVENUES>                            20,670,904
<CGS>                                        4,831,464
<TOTAL-COSTS>                               13,900,236
<OTHER-EXPENSES>                             3,184,325
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              3,586,343
<INCOME-TAX>                                 1,437,800
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,148,543
<EPS-PRIMARY>                                     0.30
<EPS-DILUTED>                                     0.29
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<RESTATED> 
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1997             DEC-31-1997             DEC-31-1997
<PERIOD-START>                             JAN-01-1997             APR-01-1997             JUL-01-1997             JAN-01-1997
<PERIOD-END>                               MAR-31-1997             JUN-30-1997             SEP-30-1997             DEC-31-1997
<CASH>                                      21,021,413              26,310,062              20,825,448              31,556,759
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                4,101,088               4,314,954              14,572,582               5,352,284
<ALLOWANCES>                                         0                       0                       0                       0
<INVENTORY>                                  4,571,288               6,859,736               9,569,416              10,334,113
<CURRENT-ASSETS>                                     0                       0                       0                       0
<PP&E>                                     102,391,049             117,546,977             126,432,420             139,076,499
<DEPRECIATION>                              16,916,370              17,889,517              17,328,284              15,542,792
<TOTAL-ASSETS>                             133,453,652             156,332,456             173,018,456             198,430,056
<CURRENT-LIABILITIES>                                0                       0                       0                       0
<BONDS>                                              0                       0                       0                       0
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                    16,103,946              16,163,946              16,276,933              40,117,223
<OTHER-SE>                                  10,169,633              11,435,632              12,886,567              14,484,234
<TOTAL-LIABILITY-AND-EQUITY>               133,453,652             156,332,456             173,018,456             198,430,056
<SALES>                                      4,796,520              11,255,983               8,181,648              26,857,942
<TOTAL-REVENUES>                             9,533,501              15,886,047              14,368,507              51,206,744
<CGS>                                        3,556,669               8,788,294               6,077,883              20,146,669
<TOTAL-COSTS>                                6,087,161              11,621,455               9,514,231              33,060,262
<OTHER-EXPENSES>                             1,785,915               2,156,920               2,434,013               9,331,972
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                                   0                       0                       0                       0
<INCOME-PRETAX>                              1,660,284               2,107,672               2,420,263               8,814,510
<INCOME-TAX>                                   645,284                 841,674                 969,327               3,484,768
<INCOME-CONTINUING>                                  0                       0                       0                       0
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                              2,007,929                       0                       0               2,007,929
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                 3,023,070               1,265,998               1,450,936               7,337,671
<EPS-PRIMARY>                                      .56                     .23                     .27                    1.33
<EPS-DILUTED>                                      .54                     .23                     .26                    1.29
        

</TABLE>


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