8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 20, 2009

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15369	68-0070656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

773 San Marin Drive, Suite 2215

Novato, California 94998

Registrant’s telephone number, including area code: (415) 408-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry Into a Material Definitive Agreement.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On November 20, 2009, the Company entered into a Credit Agreement dated as of November 18, 2009 (the “Credit Agreement”) among the Company, Union Bank, N.A., as Administrative Agent and Security Agent, and the various lenders party to the Credit Agreement. This Credit Agreement refinances the loans outstanding under the Company’s existing Second Amended and Restated Credit Agreement, dated as of June 30, 2006 among the Company, National City Bank and certain banks named therein, as amended.  The new credit facility is available to finance the acquisition of aircraft engines as well as for general working capital purposes.

The Credit Agreement provides a $240 million revolving credit facility for a term of three years and is secured by substantially all of the Company’s assets.  Total availability under the Credit Agreement is subject to a borrowing base calculation that includes specified percentages of the net book value of eligible aircraft engines and related equipment. As of November 18, 2009, the value of the borrowing base as calculated under the Credit Agreement exceeded $240 million.

At the Company’s option, loans under the Credit Agreement will bear interest at either the base rate or LIBOR, plus, in each case, an applicable interest margin. The base rate will be equal to the highest of (1) the “Reference Rate” of Union Bank, N.A., as published from time to time, (2) the Federal Funds Rate as published by the Federal Reserve Bank of New York plus 0.50%, and (3) the one-month LIBOR rate plus 1.50%.  The applicable margin for loans under the Credit Agreement ranges from 1.50% to 3.00% per annum in the case of base rate loans and from 3.00% to 4.50% in the case of LIBOR loans, in each case based upon the Leverage Ratio (as defined in the Credit Agreement) for the Company and its subsidiaries. The initial applicable margin for loans under the Credit Agreement will be 2.00% in the case of base rate loans, and 3.50% in the case of LIBOR loans.

The Credit Agreement contains certain usual and customary affirmative and negative covenants which include, among others, financial covenants, limitations on liens, additional indebtedness, further negative pledges, investments, payment of dividends, mergers, and restricted payments. The financial covenants include maintenance of a minimum consolidated net worth, maintenance of maximum consolidated and unconsolidated leverage ratios, and a minimum consolidated fixed charge coverage ratio. The Credit Agreement also contains usual and customary events of default, including, among others, non-payment of principal, interest, fees and other amounts; material breach of a representation or warranty; non-performance of covenants and obligations; default on other material debt; bankruptcy or insolvency; material judgments; material adverse changes; and change of control.

Item 7.01 Regulation FD Disclosure.

On November 23, 2009, the Company issued a Press Release announcing the new Credit Agreement.  A copy of this Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements & Exhibits

The Company hereby furnishes the following exhibit pursuant to Item 7.01, “Regulation FD Disclosure”.

Exhibit No.	Description
99.1	Press Release dated November 23, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated November 25, 2009
	WILLIS LEASE FINANCE CORPORATION
	By:	/s/ Thomas C. Nord
		Thomas C. Nord
		Senior Vice President

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EX-99.1

Exhibit 99.1

	The Cereghino Group Corporate Investor Relations 206.388.5785  www.stockvalues.com
		CONTACT:	Brad Forsyth
			Chief Financial Officer
NEWS RELEASE			(415) 408-4700

Willis Lease Finance Closes Revolving Credit Facility for $240 Million

NOVATO, CA – November 23, 2009 – Willis Lease Finance Corporation (NASDAQ: WLFC), a leading lessor of commercial jet engines, today announced that it has closed a new revolving credit facility. The $240 million credit facility, with an interest rate equal to LIBOR plus 3.5%, is available to Willis Lease on a revolving basis for three years through November 2012. The credit facility is provided by a syndicate of banks led by Union Bank, N.A., as Administrative Agent and Lead Arranger, and Wells Fargo Bank, N.A. as Co-Lead Arranger.  This credit facility and other credit facilities support the company and its subsidiaries in financing its lease portfolio which stood at $921.0 million as of September 30, 2009.

“Access to capital is fundamental to our ability to grow and prosper, and our continued success in building strong relationships with banks all over the globe demonstrates the strength of this company,” said Charles F. Willis, President and CEO.  “We are pleased to continue our strong relationship with our syndicate of lenders and appreciate their support. Several of the participating banks were involved in our prior facility and we are pleased by the involvement of new banks. Despite the very challenging financial markets, our finance and legal teams, once again, did a fantastic job putting in place a new revolving credit facility and attracting three new banks to our account. Our reputation as a leader in the engine leasing industry with a portfolio heavily weighted toward new generation fuel-efficient engines, together with a long history of strong operational and financial performance, has served us well in placing this facility in a difficult credit environment.”

The $240 million revolving credit facility has the ability to be expanded to $300 million, through increased commitments from current lenders or the addition of new lenders to the facility. “With the closing of this facility, revolving and warehouse credit facilities total $440 million, with $103 million in funds available to us,” Willis said.

About Willis Lease Finance

Willis Lease Finance Corporation leases spare commercial aircraft engines and aircraft to commercial airlines, aircraft engine manufacturers, air cargo carriers and maintenance, repair and overhaul facilities worldwide.  These leasing activities are integrated with the purchase and resale of used and refurbished commercial aircraft engines.  In June 2009, Willis Lease Finance was added to the Russell 2000 Index, a subset of the Russell 3000 Index, which are both widely used by professional money managers as benchmarks for investment strategies. In July 2009, Willis Lease Finance was ranked 19th on Fortune Small Business Magazine’s America’s list of 100 fastest growing small public companies.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties.  Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees.  Forward-looking statements speak only as of the date they are made; and we undertake no obligation to update them.  Our actual results may differ materially from the results discussed in forward-looking statements.  Factors that might cause such a difference include, but are not limited to, the effects on the airline industry and the global economy of events such as terrorist activity, changes in oil prices and other disruptions to the world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet the changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing reports filed with the Securities and Exchange Commission.

Note:  Transmitted on GlobeNewswire on November 23, 2009, at 5:00 a.m. PST.