Exhibit 10.26


 


 




 


 





WILLIS ENGINE SECURITIZATION TRUST,


as issuer of the
Notes,


 


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture
Trustee


 


 






 


 


GENERAL SUPPLEMENT 2009-1


 


Dated as of March 20,
2009


 


to


 


AMENDED AND RESTATED INDENTURE


 


Dated as of December 13,
2007


 


 








 





 

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS

  
	
   

  
	
  Section 2.01.

  	
  Amendments to Definitions

  	
  1

  
	
  Section 2.02.

  	
  Amendment to
  Section 5.02(m)(i) of the Indenture

  	
  2

  
	
  Section 2.03.

  	
  Deletion of
  Section 5.02(m)(iii) of the Indenture

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Effective Date

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Ratification of Indenture

  	
  2

  
	
  Section 4.02.

  	
  Counterparts

  	
  3

  
	
  Section 4.03.

  	
  Governing Law; Jurisdiction

  	
  3

  
	
  Section 4.04.

  	
  Amendments and Modifications

  	
  3

  
	
  Section 4.05.

  	
  Waiver of Jury Trial

  	
  3

  



 


i

















 


This GENERAL
SUPPLEMENT 2009-1, dated as of March 20, 2009 (as amended, modified or
supplemented from time to time, this “Supplement”),
issued pursuant to, and incorporating the terms of, the Amended and Restated Indenture,
dated as of December 13, 2007 (as previously supplemented and as further
amended, modified or supplemented from time to time, the “Indenture”),
is entered into between WILLIS ENGINE SECURITIZATION TRUST, a Delaware
statutory trust, as issuer of the Notes under the Indenture (“WEST”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as Indenture Trustee (the “Indenture
Trustee”).


 


WITNESSETH THAT:


 


WHEREAS, WEST has requested that the Indenture Trustee agree to
amendments to the Indenture and, on behalf of the Indenture Trustee, WEST has
delivered a written notice of such request and proposed amendments to the
Holders of all of the Notes issued under the Indenture, asking whether or not
the Indenture Trustee should consent to such amendments;


 


WHEREAS, a Requisite Majority of the Holders of the Notes has consented
to the amendments requested by WEST;


 


WHEREAS, WEST has delivered a written notice of such amendments to the
Senior Liquidity Provider, and the Senior Liquidity Provider has consented to
such amendments, subject to certain limitations;


 


WHEREAS, as required under the Indenture, WEST has provided a prior
written notice to the Rating Agencies setting forth the substance of such
amendments; and


 


WHEREAS, WEST wishes to amend the Indenture in the foregoing respects by
the execution and delivery of this Supplement.


 


NOW THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01.    Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Indenture. The
conventions of construction and usage set forth in Section 1.02 of the
Indenture are hereby incorporated by reference in this Supplement.


 


ARTICLE II



AMENDMENTS


 


Section 2.01.    Amendments
to Definitions.  (a) The
definitions of “Hedged Lease” and “Maximum Required Hedge Amount” in the
Indenture are hereby deleted.


 

















 


(b)      Clause
(f) of the definition of “Early Amortization Event” in the Indenture is
hereby amended and restated in its entirety to read as follows:


 


            (f)       The actual notional amount of the
Interest Rate Hedge Agreements to which WEST and all WEST Group Members are
parties as provided in Section 5.02(m) hereof has been less than the
Minimum Required Hedge Amount for a period of more than sixty (60) days; provided that such Early Amortization Event shall terminate
on the date on which the Administrative Agent certifies to the Indenture
Trustee in writing that the actual notional amount of WEST’s Interest Rate
Hedge Agreements is greater than the Minimum Required Hedge Amount.


 


(c)      The
definition of “Minimum Required Hedge Amount” in the Indenture is hereby
amended and restated in its entirety to read as follows:


 


“Minimum Required Hedge Amount” means, as of any date of
determination, an amount equal to the product of forty-five percent (45%) and
the Outstanding Principal Balance of the Notes as of such date.


 


Section 2.02.       Amendment
to Section 5.02(m)(i) of the Indenture.  Section 5.02(m)(i) of the Indenture
is hereby amended and restated in its entirety to read as follows:


 


(i)    WEST will maintain, directly or through one
or more WEST Group Members, one or more Interest Rate Hedge Agreements and will
use commercially reasonable efforts to maintain such Interest Rate Hedge
Agreements in an aggregate notional balance that is not less than the Minimum
Required Hedge Amount and that will obligate WEST or the applicable Eligible
Hedge Counterparty to make a Periodic Hedge Payment on each Payment Date. Any
Hedge Payments from an Eligible Hedge Counterparty (including Hedge Termination
Payments) shall be deposited by WEST directly into the Collections Account, and
any Hedge Payment due from WEST (including Hedge Termination Payments) will be
made to the extent of the Available Collections Amount as provided in Section 3.14.


 


Section 2.03.    Deletion of Section 5.02(m)(iii) of the Indenture.  Section 5.02(m)(iii) of the
Indenture is hereby deleted.


 


ARTICLE III



EFFECTIVE DATE


 


Section 3.01.    Effective
Date.  This Supplement shall become
effective upon the date first set forth above.


 


ARTICLE IV



MISCELLANEOUS PROVISIONS


 


Section 4.01.    Ratification
of Indenture.  As supplemented and
amended by this Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so


 


2

















 


supplemented
by this Supplement shall be read, taken and construed as one and the same
instrument.


 


Section 4.02.    Counterparts.  This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.


 


Section 4.03.    Governing
Law; Jurisdiction.  THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS. Each of the parties hereto agrees that the United States federal
and New York State courts located in The City of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this Supplement
and, for such purposes, submits to the jurisdiction of such courts. Each of the
parties hereto waives any objection which it might now or hereafter have to
such courts being nominated as the forum or venue to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise out of
or in connection with this Supplement and agrees not to claim that any such
court is not a convenient or appropriate forum. Each of the parties hereto
consents to the granting of such legal or equitable relief as is deemed
appropriate by such courts.


 


Section 4.04.       Amendments
and Modifications.  The terms of this Supplement may be
waived, modified or amended only in a written instrument signed by each of WEST
and the Indenture Trustee and, except with respect to the matters set forth in
(and subject to the terms of) Section 9.01 and 10.02 of the Indenture,
only with the prior written consent of the Requisite Majority of the Holders.


 


Section 4.05.       Waiver
of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTY HERETO, ANY RIGHTS IT MAY HAVE
TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING
IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR
RELATING TO THIS SUPPLEMENT, INCLUDING IN RESPECT OF THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT HEREOF.


 


[Signatures follow.]


 


3

















 


IN WITNESS WHEREOF, WEST and the Indenture Trustee have caused this
Supplement to be duly executed and delivered by their respective officers all
as of the day and year first above written.


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  C. Nord

  
	
   

  	
   

  	
  Name: Thomas
  C. Nord

  
	
   

  	
   

  	
  Title:  Controlling Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irene
  Siegel

  
	
   

  	
   

  	
  Name: Irene
  Siegel

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jenna
  Kaufman

  
	
   

  	
   

  	
  Name: Jenna
  Kaufman

  
	
   

  	
   

  	
  Title:   Director