UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2006 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
Willis Lease Finance Corporation, a Delaware corporation (“Company”), proposes to issue and sell 3,200,000 shares (the “Firm Securities”) of the Company’s 9% 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 480,000 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 January 30, 2006.
