SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as ofDecember 9, 2004 among WILLIS LEASE FINANCE CORPORATION, as Borrower, CERTAIN BANKING INSTITUTIONS NAMED HEREIN, NATIONAL CITY BANK, as Administrative Agent, and FORTIS BANK (NEDERLAND) N.V., as Structuring Agent and Security Agent, Vedder, Price, Kaufman & Kammholz Chicago, Illinois

Exhibit 10.43

SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT

Dated as of December 9, 2004

among

WILLIS LEASE FINANCE CORPORATION,
as Borrower,

CERTAIN BANKING INSTITUTIONS NAMED HEREIN,

NATIONAL CITY BANK,
as Administrative Agent,

and

FORTIS BANK (NEDERLAND) N.V.,
as Structuring Agent and Security Agent,

Vedder, Price, Kaufman & Kammholz
Chicago, Illinois

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 9, 2004 (this “Amendment”), is entered into by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Borrower”), the banking institutions signatories hereto and named in Exhibit A attached hereto and such other institutions that hereafter become a “Bank” pursuant to Section 11.4 of the Agreement (as defined below) (collectively the “Banks” and individually a “Bank”), NATIONAL CITY BANK, as Administrative Agent and FORTIS BANK (NEDERLAND) N.V., as Security Agent and Structuring Agent.

RECITALS

WHEREAS, the Borrower, the Administrative Agent, the Structuring Agent, and the Security Agent (in their respective capacities as Agents and as Banks) and the Banks have entered into that certain Amended and Restated Credit Agreement dated as of June 29, 2004 (the “Original Agreement”), as amended by the First Amendment to Amended and Restated Credit Agreement dated as of September 24, 2004 (the “First Amendment”; the Original Agreement as amended by the First Amendment is referred to as the “Agreement”) pursuant to which the Banks have agreed to make available to the Borrower a revolving credit facility used for the purchase or refinance of Engines and Equipment;

WHEREAS, Kaupthing Bank has agreed to commit the amount of Ten Million Dollars (US$10,000,000) towards the Aggregate Revolving Loan Commitment, as set forth herein;

WHEREAS, the amount of the Aggregate Revolving Loan Commitment will be increased to One Hundred Forty Eight Million Five Hundred Thousand Dollars (US$148,500,000);

WHEREAS, all of the Banks have approved such increase; and

WHEREAS, CDC Finance – CDC IXIS, a corporation organized and existing under the laws of the Republic of France (“CDC IXIS”), desires to assign its Revolving Loan Commitment.

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:

AGREEMENT

Section 1.                                            Definitions.  Terms not defined herein shall have the meanings ascribed thereto in the Agreement.

Section 2.                                            Exhibits.  Exhibit A to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto.

Section 3.                                            Assignment.  The Borrower and the Structuring Agent hereby consent for the purposes of Section 11.4 of the Agreement (and as previously described in Section 2 of the

First Amendment) to CDC IXIS’s assignment of its Revolving Loan Commitment in the amount of US$10,000,000 to IXIS Corporate & Investment Bank, a company incorporated in France whose registered office is at 47 Quai d’Austerlitz, 75648 Paris Cedex 13, France, effective as of the date hereof.

Section 4.                                            Ratification.  Except as amended hereby, the Agreement, as heretofore supplemented, amended, assigned and modified shall continue and shall remain in full force and effect and is hereby ratified in all respects.  From and after the date hereof, any and all references to the “Agreement” shall be deemed to refer to the Agreement as amended hereby.

Section 5.                                            Governing Law; Severability; Construction of Amendment.  THIS AMENDMENT SHALL BE GOVERNED BY AND BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CALIFORNIA OR FEDERAL PRINCIPLES OF CONFLICTS OF LAWS.  To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.  Otherwise, any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining provisions hereof, and any such prohibition or unenforceability in any one or more jurisdictions shall not invalidate or render unenforceable such provisions in other jurisdictions.

Section 6.                                            Counterparts; Effectiveness.  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 thereto and hereto were upon the same instrument.  This Amendment shall become effective when the Administrative 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 by facsimile that such counterparts have been signed by all the parties hereto or thereto.

Section 7.                                            Headings.  All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Amendment.

Section 8.                                            Representations and Warranties.  The Borrower hereby represents and warrants to each of the other parties hereto that (i) this Amendment has been duly authorized, executed and delivered by it and (ii) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

*    *    *

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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.

Notices to:

2320 Marinship Way

Suite 300

Sausalito, CA  94965

Fax No. (415) 331-5167

Attention:  General Counsel

Email: ***@***

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Notices To:

Christos Kytzidis

Vice President

National City Bank

One South Broad

14th Floor, Locator 01-5997

Philadelphia, PA 19107

Telephone:  267 ###-###-####

Facsimile:  267 ###-###-####

Email:  ***@***

With a copy to:

Scott Lankford

Sr. Loan Administrator

National City Bank

1900 East Ninth Street

Cleveland, Ohio 44114

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Notices To:

Christos Kytzidis

Vice President

National City Bank

One South Broad

14th Floor, Locator 01-5997

Philadelphia, PA 19107

Telephone:  267 ###-###-####

Facsimile:  267 ###-###-####

Email:  ***@***

With a copy to:

Scott Lankford

Sr. Loan Administrator

National City Bank

1900 East Ninth Street

Cleveland, Ohio 44114

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Notices To:

Fortis Bank (Nederland) N.V.

Coolsingel 93

3012 AE Rotterdam

The Netherlands

Attention:  Maarten H. Schipper

Telephone:  31 10 ###-###-####

Facsimile:  31 10 ###-###-####

With a copy to:

Vedder, Price, Kaufman & Kammholz, P.C.

Attention:  Lynne A. Gochanour

222 North LaSalle Street

Suite 2600

Chicago, Illinois  60601

Telephone:  312 ###-###-####
Facsimile:  312 ###-###-####

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Notices To:

Fortis Bank (Nederland) N.V.

Coolsingel 93

3012 AE Rotterdam

The Netherlands

Attention:  Maarten H. Schipper

Telephone:  31 10 ###-###-####

Facsimile:  31 10 ###-###-####

With a copy to:

Vedder, Price, Kaufman & Kammholz, P.C.

Attention:  Lynne A. Gochanour

222 North LaSalle Street

Suite 2600

Chicago, Illinois  60601

Telephone:  312 ###-###-####

Facsimile:  312 ###-###-####

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Notices To:

Fortis Bank (Nederland) N.V.

Coolsingel 93

3012 AE Rotterdam

The Netherlands

Attention:  Maarten H. Schipper

Telephone:  31 10 ###-###-####

Facsimile:  31 10 ###-###-####

With a copy to:

Vedder, Price, Kaufman & Kammholz, P.C.

Attention:  Lynne A. Gochanour

222 North LaSalle Street

Suite 2600

Chicago, Illinois  60601

Telephone:  312 ###-###-####

Facsimile:  312 ###-###-####

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Notices To:

J. Michael Sullivan

Vice President

California Bank & Trust

South Bay Corporate Banking Office

1690 South El Camino Real

San Mateo, CA  94402

Telephone:  650 ###-###-####

Facsimile:  650 ###-###-####

Email: ***@***

With a copy to:

Loan Administrator

California Bank & Trust

San Francisco Corporate Banking Office

465 California Street, 1st Floor

San Francisco, CA  94104

Telephone:  415 ###-###-####

Facsimile:  415 ###-###-####

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Notices To:

Nanci Brusati-Dias, Senior Vice President

City National Bank – San Francisco CBC

150 California Street, 12th Floor

San Francisco, CA  94111

Telephone:   ###-###-####

Facsimile:  415 ###-###-####

Email: ***@***

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Notices To:

Wells Fargo Bank, National Association

200 B Street, Suite 300

Santa Rosa, CA  95401

Telephone:  707 ###-###-####

Facsimile:  707 ###-###-####

Email:  ***@***

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Notices To:

HSH Nordbank

590 Madison Avenue

New York, NY  10022-2540

Telephone:  212 ###-###-####

Facsimile:  212 ###-###-####

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Notices To:

State Bank of India

Los Angeles Agency

707 Wilshire Boulevard, Suite 1995

Los Angeles, California  90017

Telephone:  213 ###-###-####

Facsimile:  213 ###-###-####

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Notices To:

State Bank of India (California)

707 Wilshire Boulevard, Suite 1995

Los Angeles, California  90017

Telephone:  213 ###-###-####

Facsimile:  213 ###-###-####

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Notices To:

Jean-Michel Chatel

Bank Offices Loans and Structured Finance Manager

IXIS CORPORATE & INVESTMENT

BANK

26-28 Rue Neuve Tolbiac

75658 Paris Cedex 13

France

Telephone:  +33 1 58 55 60 71

Facsimile:  +33 1 58 55 60 82

Email:  ***@***

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Notices To:

Asthildur Otharsdottir

Kaupthing Bunadarbanki hf.

Corporate Banking

Borgartuni 19 – IS 105 Reykjavik – Iceland

Telephone:  (+354) 444 6544

Facsimile:    (+354) 444 6589

Email:    ***@***

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EXHIBIT A

BANKS’ REVOLVING LOAN COMMITMENTS AND PERCENTAGES

1