AMENDMENT NO. 1
                                       to
                                Credit Agreement



Amendment No. 1, dated July 28, 1997,  (the  "Amendment")  to Credit  Agreement,
dated June 12, 1997,  (the  "Agreement")  by and between  WIILLIS  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 increase the Revolving Loan
Commitrnent from $15,000,000 to $30,000,000.

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.  The dollar amount of the Revolving  Loan
Commitment  set forth in the first  paragraph  of  ss.2.1  of the  Agreement  as
"$15,000,000"  is hereby  deleted  and shall be and is  hereby  replaced  by the
dollar amount of "$30,000,000".

     2. Section 2.2 of the  Agreement.  The dollar amount set forth in the first
paragraph of ss.2.2 of the  Agreement  as  "$15,000,000"  is hereby  deleted and
shall be and is hereby replaced by the dollar amount of "$30,000,000".

     3. Section 6.6 of the Agreement.  Subsection (2) of ss.6.6 of the Agreement
is hereby amended to read "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".

     4. 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 $30,000,000 Revolving Credit Note, dated
July 28, 1997, to the Bank, the Bank shall mark the



$15,000,000  Revolving Credit Note, dated June 12, 1997,  "canceled and replaced
by $30,000,000 Revolving Credit Note, dated July 28, 1997."

     5. Exhibit B to the Credit  Agreement.  Exhibit B to the Agreement shall be
and is hereby amended and restated in its entirety to be as set forth in Exhibit
B attached hereto.

     6.   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.

     7.  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.

     8. 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.

     9.  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.

     10. 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.

     11.   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/  Charles F. Willis
                                          --------------------------------------
                                       Name: Charles F. Willis
                                       Title:    Chief Executive Officer



                                       CORESTATES BANK, N.A.

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