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                                AMENDMENT NO. 4
                                      TO
                                CREDIT AGREEMENT

    Amendment No. 4, dated March 26, 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 finance 
certain de Havilland aircraft along with the engines  and propellers attached 
thereto,

      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.  The definition "Category A 
Equipment" is hereby amended and restated in its entirety to read as 
follows:

      "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  (i)  three de Havilland DHC-8-102  turbo  prop
      aircraft,  six  Pratt & Whitney Model  PW120A  aircraft
      engines,  six  Hamilton Standard Model 14SF  four-blade
      propellers and three Pratt & Whitney Model PW120A spare
      engines,  each  as more fully described  in  Exhibit  F
      attached  hereto, which will be purchased  from  FINOVA
      Capital  Corporation and which are subject to  existing
      leases to Horizon Air Industries, Inc. and (ii) two  de
      Havilland Dash 8-103 turbo prop aircraft, four Pratt  &
      Whitney


Amendment No. 4 to
Credit Agreement                      -1-                         March 26, 1998




      Model PW121 engines and four Hamilton Standard 
      Model 14 SF-7 propellers, each as more fully described
      in Exhibit F attached hereto which will be purchased
      from de Havilland Corporation and leased to Aloha
      Islandair, Inc."

      2.  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.

      3. 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.

      4.  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.

      5.  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.

      6. 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.

      7. 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:  Chief Financial Officer

                             CORESTATES BANK, N.A.


                             By      /s/ Hugh W. Connelly
                               ------------------------------
                                     Hugh W. Connelly
                                     Vice President


Amendment No. 4 to
Credit Agreement                     -2-                          March 26, 1998