UNDERWRITING AGREEMENT

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Exhibit 1.1

UNDERWRITING AGREEMENT

                        , 2006

FERRIS, BAKER WATTS, INCORPORATED
WEDBUSH MORGAN SECURITIES, INC.

c/o Ferris, Baker Watts, Incorporated
100 Light Street
Baltimore, MD 21202

Ladies and Gentlemen:

        Willis Lease Finance Corporation, a Delaware corporation (" Company "), proposes to issue and sell 4,000,000 shares (the " Firm Securities ") of the Company's    % cumulative redeemable Series A Preferred Stock having a liquidation preference of $10.00 per share (the " Series A Preferred Stock ") as set forth below. In addition, the Company has granted to the several Underwriters named in Schedule I (the " Underwriters ") for whom you are acting as representatives (the "Representatives ") an option to purchase up to an additional 600,000 shares of its cumulative redeemable Series A Preferred Stock (the " Optional Securities, " and together with the Firm Securities, the " Offered Securities "). The Offered Securities are to be issued under the certificate of designation for the Offered Securities (the " Certificate of Designation ") dated as of                        , 2006.

         1.    Representations and Warranties of the Company.     The Company represents and warrants to, and agrees with, the several Underwriters that:

        (a)   A registration statement (File No. 333-130511), including a prospectus, relating to the Offered Securities has been filed with the Securities and Exchange Commission (the " Commission ") was declared effective by the Commission on                        , 2006 under the Securities Act of 1933, as amended and the Commission's rules and regulations thereunder (collectively, the " 1933 Act ") and remains effective. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act (the " Registration Statement "), and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement (the " Effective Date ").

        As of the Applicable Time (as defined below), the Time of Sale Information (as defined below) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however , that this representation and warranty shall not apply to information contained in or omitted from the Time of Sale Information, in reliance upon, and in conformity with, written information furnished to the Company by the Representative, specifically for use therein, which information consists solely of that information specified in Section 6(b) below.

        As used in this Agreement:

        " Applicable Time " means    :00 P.M. Eastern Standard Time.

        " Statutory Prospectus " as of any time means the Preliminary Prospectus relating to the Securities that is included in the Registration Statement immediately prior to the time the Registration Statement becomes effective. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a " Preliminary Prospectus ."

        " Prospectus " means the Statutory Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173) in connection with confirmation of sales of the Securities that discloses the public offering price and other final terms of the Securities and otherwise satisfies Section 10(a) of the 1933 Act and the Preliminary Prospectus. Any reference herein to any Prospectus, also shall be deemed to include any supplements or amendments thereto filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Securities by the Underwriters. " Free Writing Prospectus " has the meaning prescribed by Commission Rule 405. " Issuer Free Writing Prospectus " means any "issuer free writing prospectus," as defined in Rule 433, relating to the Securities in the form filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g). " General Use Issuer Free Writing Prospectus " means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified as such in Schedule II to this Agreement. " Limited Use Issuer Free Writing Prospectus " means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. At or prior to the Applicable Time, the Company had prepared the following information, (the " Time of Sale Information "): (1) the Issuer Free Writing Prospectuses referenced on Schedule II hereto, (2) the preliminary Prospectus dated January    2006 and (3) any filing under the 1934 Act which is deemed incorporated by reference in the Registration Statement or the Prospectus. The Underwriters may, at their election, provide orally the pricing information set out in Schedule II instead of using a term sheet as an Issuer Free Writing Prospectus to convey such information.

        Capitalized terms used but not defined herein shall have the same meanings given to such terms in the Registration Statement and the Prospectus.

        (b)   All references in this Agreement to financial statements, exhibits, schedules and other information which are "contained," "described in," "disclosed," "included," "set forth" or "stated" (and all other references of like import) in the Registration Statement, any Preliminary Prospectus (as defined above) or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements, documents, exhibits, schedules and other information which are incorporated or deemed incorporated, directly or indirectly, by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be (collectively, " Incorporated Documents "). All references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the Commission's rules and regulations thereunder (collectively, the " Exchange Act ") which is incorporated or deemed incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be. All references herein to "incorporated by reference" shall mean and include all documents, filings and information that are incorporated by reference or are deemed incorporated by reference pursuant to Commission Form S-1 (" Form S-1 "), the 1933 Act, the Exchange Act, Commission Rules and Regulations (as defined below) or otherwise.

        If the Company files another registration statement with the Commission to register a portion of the Offered Securities pursuant to Rule 462(b) under the 1933 Act (the " Rule 462 Registration Statement "), then any reference to "Registration Statement" herein shall be deemed to include the registration statement on Commission Form S-1 (Commission File No. 333-130511) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the 1933 Act.

        All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (" EDGAR ") and Commission Regulation S-T. Each Preliminary Prospectus and the Prospectus, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Commission Regulation S-T), was substantively identical to the copy

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thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Securities.

        (c)   The Company meets the requirements of the 1933 Act for use of Form S-1 in connection with the offering of Offered Securities contemplated hereby. The Company is required to file reports, and has filed all required reports, with the Commission under Exchange Act, Sections 13 or 15(d). The Company was not at the time the Registration Statement was filed, and is not at the date of this Agreement or the Applicable Time, an " Ineligible Issuer ", as defined in Commission Rule 405. On the Registration Statement's effective date, on the date of this Agreement, and at the Applicable Time, and when any post-effective amendment to the Registration Statement or Rule 462(b) Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the Commission, and on the Closing Date and any Additional Closing Date, (i) the Registration Statement, the Prospectus and all Issuer Free Writing Prospectuses conformed and will conform in all respects to the requirements of the 1933 Act, the Exchange Act, and the Commission's rules and regulations (" Rules and Regulations "), (ii) and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Registration Statement and the Prospectus, (iii) all Incorporated Documents, conform and will conform in all respects to the requirements of the 1933 Act, and (iv) none of such documents or any Issuer Free Writing Prospectus includes or will include any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except for statements in or omissions from any of such documents based upon written information furnished to the Company by any Underwriter, if any, specifically for use therein, and which information consists solely of the information specified in Section 6(b) below. The documents incorporated by reference in the Registration Statement or the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all respects with the requirements of the 1933 Act and the Exchange Act, as applicable.

        (d)   The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus. The Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions (domestic and foreign) in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not individually or in the aggregate have a material adverse effect on the condition (financial or other), earnings, cash flows, net worth, business, management, operations, or prospects of the Company and its subsidiaries taken as a whole (" Material Adverse Effect "). The Company has the full power and authority (corporate and other) to enter into and perform its obligations under this Agreement, including without limitation issuing and performing its obligations under the Offered Securities. The Company has timely filed all reports and is in compliance with all provisions of the Delaware General Corporation Law, and the California Corporate Disclosure Act and all other laws of the State of California applicable to it (except where in the case of such other laws, such noncompliance has not had and will not have a Material Adverse Effect).

        (e)   Each subsidiary (as defined in Commission Rule 405) of the Company (other than single purpose entities subsidiaries that only own one engine or subsidiaries that are in liquidation) is shown on Schedule III hereof ("subsidiaries"). Each subsidiary of the Company that is organized under the laws of a state of the United States is, and has been duly incorporated or organized and is an existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, except where any failure or failures to be in good standing or to have such power and authority would not individually or in the aggregate have a Material Adverse Effect. Each subsidiary of the Company that is not organized under the laws of a state of the United States has been duly incorporated or organized and is an existing corporation or other entity under the

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laws of the jurisdiction of its incorporation or organization, with full power and authority (corporate and other), licenses, permits and authorizations to own its properties and conduct its business, and each such subsidiary is in compliance with all laws, rules, regulations, licenses, permits and authorizations applicable to it, except where any such failure or failures would not individually or in the aggregate have a Material Adverse Effect. Each subsidiary of the Company is duly qualified to do business as a foreign corporation or entity in good standing in all other jurisdictions (domestic and foreign) in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not individually or in the aggregate have a Material Adverse Effect; all of the issued and outstanding capital stock or ownership interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; except as shown in Schedule III all of the capital stock or ownership interests of each subsidiary is owned by the Company, directly or through wholly-owned subsidiaries, and are held free and clear from all mortgages, liens, pledges or negative pledges, hypothecations, security interests, encumbrances, adverse equities or claims, voting or transfer restrictions and defects (" Liens "), other than liens in favor of the lenders with respect to the Company's indebtedness, each as described in the Prospectus (the " Lender Liens "); and none of the outstanding shares of capital stock of, or ownership interests in, any subsidiary of the Company was issued in violation of any preemptive or other similar rights of any securityholder of such subsidiary. No subsidiary, other than WEST, is subject to any limitations, directly or indirectly, from paying dividends or distributions to the Company, repaying any loans or advances owed to the Company, or transferring any properties or assets to the Company or any other subsidiary of the Company other than the Lender Liens as described in the Prospectus. The Company does not have any subsidiaries and does not own a material interest in or control, directly or indirectly, any other corporation, partnership, joint venture, association, trust or other business organization, except as set forth in Schedule III attached hereto. Each subsidiary that is organized or qualified to do business in the State of California has timely filed all reports and is in compliance with all provisions of the California Corporations Code, the California Corporate Disclosure Act and all laws of the State of California applicable to it, except where the failure to be in compliance would not individually or in the aggregate have a material Adverse Effect. As used in this Agreement, " subsidiaries " shall have the meaning provided in Commission Rule 405 under the 1933 Act, and includes all direct and indirect subsidiaries of the Company.

        (f)    As of September 30, 2005, the Company had the debt and equity set forth in the Prospectus under the heading "Capitalization—Actual". The Company's authorized capitalization is as set forth in its consolidated balance sheet as of September 30, 2005 included in the Registration Statement. Except as described in the Prospectus or any Incorporated Documents, there are no outstanding rights (including, without limitation, pre-emptive or similar rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.

        (g)   The Certificate of Designation has been duly authorized and will be duly filed of record with the Secretary of State of the State of Delaware prior to Closing, and will then be in full force and effect as an amendment to the Company's certificate of incorporation, and upon issuance of any of the Offered Securities, will be a valid and binding obligation of the Company, enforceable against it in accordance with its terms, and does not breach or cause a default (with notice, with lapse of time, or both) under the Company's certificate of incorporation or any Contract or Permit of the Company or

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its subsidiaries. The Offered Securities and the Certificate of Designation conform to the descriptions thereof in the Prospectus; the Offered Securities have been duly authorized; and when the Offered Securities are delivered and paid for pursuant to this Agreement, such Offered Securities will be fully paid and nonassessable. The offer, issuance and sale of the Offered Securities contemplated hereby are not subject to any preemptive or similar rights, and the Offered Securities will constitute valid and legally binding obligations of the Company with the rights, preferences and privileges set forth in the Certificate of Designation. The Company is not restricted by its certificate of incorporation or bylaws, any Contract) below or any Permit from declaring and paying dividends on the Offered Securities, as of the date hereof, the Closing Date and any Additional Closing Date, except that the Amended and Restated Credit Agreement, dated as of June 29, 2004, among the Company, and certain banking institutions named therein with National City Bank and Fortis Bank (Nederland) N.V., as amended (the " Credit Agreement "), prohibits the payment of dividends in the event of a default thereunder that has occurred or will occur and that is continuing.

        (h)   There are no Contracts, agreements, arrangements or understandings between the Company or any subsidiary and any person that would give rise to a claim against the Company or any Underwriter for a brokerage commission, finder's fee or similar payment with respect to the offer and sale of the Offered Securities other than as provided by this Agreement.

        (i)    There are no Contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the 1933 Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement.

        (j)    No consent, approval, authorization, or order of, or filing with, any domestic or foreign regulatory, administrative or governmental agency, body or authority, any domestic or foreign self-regulatory authority, including the Joint Aviation Authorities and the International Civil Aviation Organization or any similar agency, or any court, domestic or foreign, (" Governmental Authority ") is required for the execution, delivery and performance of this Agreement, the offer, issuance and sale of the Offered Securities and the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Offered Securities by the Company, except such as have been obtained and made under the 1933 Act and such as may be required under state securities laws or with the National Association of Securities Dealers, Inc. (" NASD "). None of the Commission or any securities or Blue Sky authorities of any state or other jurisdiction has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission or the securities or Blue Sky authorities of any state or other jurisdiction. For purposes of this Agreement, " knowledge " means those facts that are known or should reasonably have been known after due inquiry by the chairman, president, chief operating officer, chief financial officer, chief accounting officer, treasurer, general counsel, any assistant or deputy general counsel, of such Person.

        (k)   None of the Company or any of its subsidiaries is (i) in violation of its articles or certificate of incorporation, charter, by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in the Credit Agreement, or any material indenture, mortgage, deed of trust, loan or credit agreement, promissory note, lease, statutory trust, servicing agreement, contract, document or instrument (" Contract ") to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any Law, except, in the case of clauses (ii) and (iii) above, for any such default or violation that, individually or in the aggregate, has not had, and will not be reasonably likely to have, a Material Adverse Effect.

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        (l)    The Company has full right, power and authority to execute and deliver this Agreement and perform its obligations hereunder, including the authorization, offer, issuance and sale of the Offered Securities. This Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, conservatorship, receivership and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and to limitations on the rights to indemnity and contribution hereunder that exist by virtue of public policy under federal and state securities laws (the "Bankruptcy and Equity Exception" ). The execution, delivery and performance of this Agreement, and the offer, issuance and sale of the Offered Securities and compliance with the terms and provisions thereof (including the Certificate of Designation) have not and will not (A) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any applicable federal, state, local and foreign law, statute, rule, regulation and ordinance, or any decision, directive or order of any Governmental Authority (" Laws ") or, conflict with, or result in a breach or violation of, or a default under or result in the creation or imposition of a Lien under, any Contract to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (ii) result in a breach or violation of any of the terms and provisions of the organizational and governing documents of the Company or any such subsidiary.

        (m)  The Company and its subsidiaries have good and marketable title to all property and assets owned by them, in each case free from Liens and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them, except that substantially all of the Company's and its subsidiaries' assets have been pledged as collateral under various credit agreements as described in the Prospectus; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

        (n)   Each of the Company and its subsidiaries has all permits, certificates, certifications, licenses, franchises, orders, approvals, consents and authorizations of Governmental Authorities (each, a " Permit ") as are necessary to own or lease its properties and to conduct its business in the manner described in the Prospectus, except where the failure to have obtained any such Permit has not had and will not have a Material Adverse Effect. Each of the Company and its subsidiaries has operated and is operating its business in material compliance with all Laws and its obligations with respect to each such Permit and no event has occurred that allows, or after notice or lapse of time would allow, (i) the suspension, revocation or termination of any such Permit or result in any other material impairment of the rights of any such Permit, (ii) the breach or violation of, or default under, any Law, except in each case, where the breach, failure or violation individually and in the aggregate has not had and will not have a Material Adverse Effect. Except as disclosed in the Prospectus, such Permits contain no restrictions that have been or will be materially burdensome to the Company or any of its subsidiaries. There are no pending proceedings and to the Company's knowledge, there are no threatened proceedings relating to (A) a default under, or the breach, violation, revocation, termination, suspension, limitation or modification of any Permit (B) the violation or breach of, or default under any Laws, or (C) that would restrict or threaten to restrict the business to be conducted or the products and services to be offered that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

        (o)   No labor disturbance by or dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, exists, or to the knowledge of the Company, is threatened.

        (p)   The Company and its subsidiaries own or possess adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information, trade secrets and other intellectual property (collectively, " Intellectual Property Rights ") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of any claim of

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infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights except where such claim is not reasonably expected to, individually or in the aggregate, have a Material Adverse Effect.

        (q)   The Company and its subsidiaries are in compliance with all Laws and Permits relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment, human exposure to hazardous or toxic substances, or human health or safety (collectively, " Environmental Laws "). The Company and its subsidiaries (i) do not own or operate and have not owned or operated any real property contaminated with any substance that is subject to any Environmental Laws, (ii) are not liable for any off-site disposal or contamination pursuant to any Environmental Laws, (iii) are not subject to any claim relating to any Environmental Laws, which violation, contamination, liability, claim or investigation would individually or in the aggregate be reasonably expected to have a Material Adverse Effect, and (iv) there is no pending, of which the Company has notice, or to the Company's knowledge, any threatened, investigation which might reasonably lead to such a claim. The Company and its subsidiaries have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants or violation or potential violation of any Environmental Law.

        (r)   Each "employee benefit plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), that is maintained, administered or contributed to by the Company, its subsidiaries or any of their "ERISA Affiliates" has been maintained in compliance in all material respects with its terms and the requirements of any applicable Laws, including ERISA and the Internal Revenue Code of 1986, as amended (the " Code "). " ERISA Affiliate " means, with respect to the Company or a subsidiary, any member of any group or organization described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such subsidiary is a member. No "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the Code, and no "reportable event" (as defined in ERISA) has occurred. As to any such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, that has caused or would cause the loss of such qualification. All compensation and benefit plans have been operated, notwithstanding any terms to the contrary, in good faith compliance with Section 409A of the Code to the extent required under such Section 409A.

        (s)   The Company is not an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an investment company within the meaning of the Investment Company Act of 1940, as amended and the Commission Rules and Regulations thereunder (the " ICA "). The Company is not required, and upon the issuance and sale of the Offered Securities as herein contemplated and the application of the net proceeds of such offering and sale as described in the Prospectus will not be required, to register as an "investment company" nor will it be an entity "controlled" by an "investment company", as such terms are defined in the ICA.

        (t)    There are no actions, arbitrations, causes of action, lawsuits, claims, complaints, criminal prosecutions, governmental or regulatory or self-regulatory examinations, investigations or inquiries (formal or informal), audits (other than regular audits of financial statements by the Company's

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independent registered public accountants), compliance reviews, inspections, hearings, administrative or other proceedings relating to or affecting the Company or any of its subsidiaries, their businesses, assets or liabilities, or the transactions contemplated by this Agreement pending (to which the Company has notice) before or by any Governmental Authority or arbitral or other body pending or, to the knowledge of the Company, threatened, against the Company or its subsidiaries or to which the Company or its subsidiaries or any of their properties are subject (individually and collectively, " Proceedings" ), that are material or are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or the Time of Sale Information, but that are not described therein. Except as described in the Prospectus, there is no Proceeding by or before any Governmental Authority, arbitral or other body pending or, to the knowledge of the Company, threatened, against or involving the Company or its subsidiaries or any of their properties, which might individually or in the aggregate prevent or adversely affect the transactions contemplated by this Agreement or the ability of the Company to perform its obligations under the Offered Securities and the Certificate of Designation (including, the declaration and payment of dividends as scheduled), or result in a Material Adverse Effect, nor to the Company's knowledge is there any basis for any such Proceeding.

        (u)   All Contracts to which the Company or any of its subsidiaries is a party have been duly authorized, executed and delivered by the Company or the applicable subsidiary, constitute valid and binding agreements of the Company or the applicable subsidiary and are enforceable against the Company or the applicable subsidiary in accordance with the terms thereof, subject only to the Bankruptcy and Equity Exception. Neither the Company nor the applicable subsidiary has any notice that any other party is in breach of or in default nor has an event occurred, which, with notice, the lapse of time, or both, would result in a default, under any Contract where such breach or default has had or is reasonably likely to have a Material Adverse Effect.

        (v)   KPMG LLP, who have certified the consolidated financial statements (including the related notes thereto and supporting schedules) of the Company and its consolidated subsidiaries filed as part of the Registration Statement and the Prospectus (or any amendment or supplement thereto), are independent registered public accountants as required by the 1933 Act, the Exchange Act, the Rules and Regulations and the Public Company Accounting Oversight Board (" PCAOB ") and the PCAOB rules and regulations.

        (w)  The financial statements, together with related schedules, exhibits and notes, included in the Registration Statement and the Prospectus (and any amendment or supplement thereto), present fairly the financial condition, results of operations, cash flows and shareholders' equity of the Company and its consolidated subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules, exhibits and notes have been prepared in accordance with United States generally accepted accounting principles and Commission Rules and Regulations consistently applied throughout the periods involved, except as may be expressly disclosed therein. The selected and summary financial and statistical information and data set forth in the Registration Statement and Prospectus fairly present in all material respects and is consistent in all material respects with such financial statements and the books and records of the Company. No other financial statements, exhibits or schedules are required to be included in the Registration Statement or any Incorporated Documents. The Company's independent accountants have reviewed each Interim Financial Statement in accordance with the applicable requirements of the 1933 Act, the Exchange Act, the Rules and Regulations, the Company's Audit Committee's charter, and the PCAOB's requirements.

        (x)   Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given or included in the Registration Statement or the Prospectus (or any amendment or supplement thereto), (i) none of the Company or any of its subsidiaries has incurred any material liabilities or obligations, indirect, direct or contingent, matured or unmatured, or entered into any transaction that is not in the

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ordinary course of business, (ii) none of the Company or any of its subsidiaries has sustained any material loss or interference with its business or properties from fire, flood, mudslides, windstorm, accident or other calamity or natural disaster, whether or not covered by insurance, (iii) none of the Company or any of its subsidiaries has paid or declared any dividends or other distributions (other than inter-company dividends) with respect to its capital stock and the Company is not in default under any Contract, the terms of any class of capital stock of the Company or any outstanding debt or lease obligations, (iv) there has not been any change in the authorized or outstanding capital stock of the Company or any material change in the indebtedness, lease obligations or other obligations of the Company or its subsidiaries (other than in the ordinary course of business) and (v) there has not been any material adverse change, or any development involving or that may reasonably be expected to result in a Material Adverse Effect.

        (y)   All offers and sales of the Company's capital stock, debt and other securities prior to the date hereof were made in compliance with the registration or qualification provisions of or were the subject of an available exemption from registration under the 1933 Act and all other applicable state and foreign securities Laws, or any actions or claims under the 1933 Act, the Exchange Act or any state or foreign securities Laws in respect of any such offers or sales are effectively barred by applicable statutes of limitation.

        (z)   The Company's common stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on the Nasdaq National Market System (" Nasdaq ") under the symbol "WLFC", and the Company has taken no action or omitted any action designed to, or reasonably likely to have the effect of, terminating the registration of its common stock under the Exchange Act or the delisting of, or suspension or termination from trading in, its common stock on Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating or suspending such registration, listing or trading, that is pending or in effect. The Company has been notified that Nasdaq is no longer considering delisting of the Company's Common Stock.

        (aa) The Company has not taken and will not take, directly or indirectly, any action that constituted, or any action designed to, or that might reasonably be expected to cause or result in or constitute, under the 1933 Act, the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities or for any other purpose.

        (bb) The Company and each of its subsidiaries have filed all tax returns required to be filed under all Laws and have paid all taxes due except, where contested in good faith or where the failure to file could not, individually or in the aggregate, have a Material Adverse Effect. All tax returns are complete and correct in all material respects, and neither the Company nor any subsidiary is in default in the payment of any taxes that were payable pursuant to said returns or any assessments with respect thereto. Except as disclosed in the Prospectus, all deficiencies asserted as a result of any federal, state, local or foreign tax audits have been paid or finally settled and paid, and no issue has been raised in any such audit that, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so audited. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any federal, state, local or foreign tax return for any period. On the Closing Date and the Additional Closing Date, as the case may be, all stock transfer and other taxes that are required to be paid in connection with the sale of the Offered Securities to be sold by the Company to the Underwriters will have been fully paid by the Company.

        (cc) Except as set forth in the Prospectus, there are no direct or indirect transactions with, or payments or benefits to " affiliates " (as defined in Commission Rule 405 under the 1933 Act) or any officer, director or security holder of the Company (whether or not an affiliate) that are required by the 1933 Act or the Exchange Act to be disclosed in the Registration Statement or in any Incorporated

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Documents. Additionally, no relationship, transactions or payments or benefits, direct or indirect, exists between the Company or any of its subsidiaries on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any subsidiary on the other hand, that is required by the 1933 Act or the Exchange Act to be disclosed in the Registration Statement and the Prospectus or in any Incorporated Document that is not appropriately and fully disclosed.

        (dd) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement and Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

        (ee) Except as otherwise disclosed in the Prospectus, each of the Company and its subsidiaries conduct their respective business in compliance in all material respects with all Laws applicable to them, and none of the Company or any of its subsidiaries has received any communication from any Governmental Authority asserting that it is not in compliance with any Law, except for such noncompliance that, individually or in the aggregate, has not had, and is not reasonably likely to have, a Material Adverse Effect.

        (ff)  The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorizations, (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and (v) the internal accounting controls otherwise comply with all applicable securities Laws. The Company has established and maintains disclosure controls and procedures (as defined in Commission Rule 13a-15 under the Exchange Act), which (x) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to each of the Company's pri