Exhibit 10.22


 


EXECUTION VERSION




 





 


 


WILLIS ENGINE SECURITIZATION TRUST,


as issuer of Series 2007-B2 Notes,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture Trustee


 






 


SERIES 2007-B2 SUPPLEMENT


 


Dated as of December 13, 2007


 


to


 


INDENTURE


 


dated as of August 9, 2005,


 


and amended and restated as of


 


December 13, 2007


 






 


SERIES 2007-B2 NOTES


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  
	
   

  	
   

  
	
  DEFINITIONS; CALCULATION GUIDELINES

  
	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  CREATION OF THE SERIES 2007-B2 NOTES

  
	
  Section 2.01

  	
  Designation

  	
  7

  
	
  Section 2.02

  	
  Authentication and Delivery

  	
  8

  
	
  Section 2.03

  	
  Series 2007-B2 Loans

  	
  9

  
	
  Section 2.04

  	
  Interest Payments; Commitment Fee

  	
  11

  
	
  Section 2.05

  	
  Payments of Principal

  	
  12

  
	
  Section 2.06

  	
  Series 2007-B2 Final Maturity Date

  	
  14

  
	
  Section 2.07

  	
  Manner of Payments

  	
  14

  
	
  Section 2.08

  	
  Increased Costs

  	
  14

  
	
  Section 2.09

  	
  Increased Capital

  	
  14

  
	
  Section 2.10

  	
  Payments of Principal and Interest

  	
  15

  
	
  Section 2.11

  	
  Breakage Costs

  	
  17

  
	
  Section 2.12

  	
  Restrictions on Transfer

  	
  17

  
	
  Section 2.13

  	
  Payment Date Schedule

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  SERIES 2007-B2 SERIES ACCOUNT, ALLOCATION
  AND

  
	
  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  
	
  Section 3.01

  	
  Series 2007-B2
  Series Account

  	
  18

  
	
  Section 3.02

  	
  Distributions from Series 2007-B2
  Series Account

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  CONDITIONS PRECEDENT TO OBLIGATIONS OF
  SERIES 2007-B2 HOLDERS

  
	
   

  	
   

  
	
  Section 4.01

  	
  Conditions Precedent to Obligations of
  Series 2007-B2 Holders to Purchase Series 2007-B2 Notes

  	
  20

  
	
  Section 4.02

  	
  Conditions Precedent to Obligations of
  Series 2007-B2 Holders to Make Series 2007-B2 Loans

  	
  20

  
	
  Section 4.03

  	
  Deposit and Disbursement of
  Series 2007-B2 Loans

  	
  20

  
				



 


i

















 


	
  ARTICLE V

  
	
   

  
	
  REPRESENTATIONS WARRANTIES AND COVENANTS

  
	
   

  	
   

  
	
  Section 5.01

  	
  Indenture Representations and
  Warranties

  	
  20

  
	
  Section 5.02

  	
  Additional Representations and
  Warranties

  	
  20

  
	
  Section 5.03

  	
  Covenants

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  
	
  Section 6.01

  	
  Ratification of Indenture

  	
  22

  
	
  Section 6.02

  	
  Counterparts

  	
  22

  
	
  Section 6.03

  	
  Governing Law; Jurisdiction

  	
  22

  
	
  Section 6.04

  	
  Notices to Rating Agencies

  	
  22

  
	
  Section 6.05

  	
  Statutory References

  	
  22

  
	
  Section 6.06

  	
  Amendments And Modifications

  	
  22

  
	
  Section 6.07

  	
  Waiver of Jury Trial

  	
  23

  
	
  Section 6.08

  	
  Appointment of Representative

  	
  23

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Series 2007-B2 Note

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  
	
  SCHEDULE 1

  	
  Scheduled Targeted Principal Balance by Payment Date

  	
   

  
	
  SCHEDULE 2

  	
  Maximum Commitments of Series 2007-B2 Holders

  	
   

  



 


ii

















 


This
SERIES 2007-B2 SUPPLEMENT, dated as of December 13, 2007 (as amended,
modified or supplemented from time to time, this “Supplement”
or the “Series 2007-B2 Supplement”), issued
pursuant to, and incorporating the terms of, the Indenture, dated as of August 9,
2005 and amended and restated as of December 13, 2007 (as previously
supplemented and as amended, modified or supplemented from time to time, the “Indenture”), is entered into between WILLIS ENGINE
SECURITIZATION TRUST, a Delaware statutory trust (“WEST”),
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
Indenture Trustee (the “Indenture Trustee”).


 


WITNESSETH THAT:


 


WHEREAS,
WEST and the Indenture Trustee wish to set forth the Principal Terms of a Series of
Notes to be issued pursuant to this Supplement and designated as “Willis Engine
Securitization Trust Series 2007-B2 Floating Rate Secured Notes”.


 


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


 


ARTICLE I


 


DEFINITIONS; CALCULATION GUIDELINES


 


Section 1.01           Definitions.  (a)  Capitalized terms used herein and
not otherwise defined shall have the meaning set forth in the Indenture.
Whenever used in this Supplement, the following words and phrases shall have
the following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.


 


“Acquisition Redemption Date” shall have the meaning set forth in Section 2.05(d) hereof.


 


“Additional Interest” means, for the Series 2007-B2
Notes, interest at the Series 2007-B2 Base Interest Rate on the aggregate
amount of any unpaid interest on the Series 2007-B2 Notes (including any
unpaid portion of any Base Interest Amount, Conversion Step-Up Interest Amount
and Additional Interest Amount) and the other amounts described in Section 2.04(c) hereof.


 


“Additional Interest Amount” means, for any Payment Date for the Series 2007-B2
Notes, an amount equal to the Additional Interest for the Series 2007-B2
Notes on the aggregate amount of unpaid interest (including any unpaid portion
of any Base Interest Amount, Conversion Step-Up Interest Amount and Additional
Interest Amount for the Series 2007-B2 Notes and the other amounts
described in Section 2.04(c) hereof) that was due and payable (but
not paid) on, or with respect to, the Series 2007-B2 Notes on any prior
Payment Date.  The amount described in
the preceding sentence constitutes the Additional Interest Amount for the Series 2007-B2
Notes for purposes of Sections 3.13 and 3.14 of the Indenture.


 


1

















 


 “Adjusted Eurodollar Rate”
means, for any Interest Accrual Period and each Series 2007-B2 Loans, the
quotient, expressed as a percentage and rounded upwards (if necessary) to the
nearest 1/100 of 1%, obtained by dividing (a) the One Month LIBOR for such
Interest Accrual Period, by (b) the decimal equivalent of 100% minus the
Eurodollar Reserve Percentage on the first day of such Interest Accrual Period.


 


“Allocated Amount” shall mean, with respect to any
Additional Engine acquired with the proceeds of the Series 2007-B2 Loans,
such amount as is specified in the Acquisition Agreement relating to such
Additional Engine.


 


“Assignment and Assumption” means an Assignment and
Assumption, as defined in the Series 2007-B2 Note Purchase Agreement,
pursuant to which the transferee of a Series 2007-B2 Note agrees to make Series 2007-B2
Loans to the extent of the Unused Commitment allocable to the Series 2007-B2
Note that is transferred to such transferee.


 


“Base Interest Amount” means, for any
Payment Date, an amount equal to the accrued and unpaid interest at the Series 2007-B2
Base Interest Rate on the Outstanding Principal Balance of the Series 2007-B2
Notes for the Interest Accrual Period ending on such Payment Date. The amount described in the preceding
sentence constitutes the Base Interest Amount for the Series 2007-B2 Notes
for purposes of Sections 3.13 and 3.14 of the Indenture.


 


“Base Rate”
means, on any date of determination, an interest rate per annum equal to the
higher of (i) the Prime Rate in effect on such date, and (ii) the
Federal Funds Effective Rate in effect on such date plus one half of one
percent (.50%) per annum. Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective on the
opening of business on the date of such change.


 


 “Calyon” means Calyon New York Branch, a société anonyme
organized and existing under the laws of the Republic of France, acting through
its New York branch.


 


“Collections Loans”
means any Series 2007-B2 Loans made pursuant to Section 3.18 of the
Indenture, this Supplement and the Series 2007-B2 Note Purchase Agreement
on any Payment Date, to be included in the Available Collections Amount on such
Payment Date.


 


“Commitment Fee” shall have the meaning set forth in Section 2.04(b).


 


“Commitment Fee Amount” means, for any Payment Date for the Series 2007-B2
Holders, an amount equal to the accrued and unpaid Commitment Fee as of such
Payment Date.  The amount described in
the preceding sentence constitutes the Commitment Fee Amount for the Series 2007-B2
Notes for purposes of Sections 3.13 and 3.14 of the Indenture.


 


“Conversion Date” means, for the Series 2007-B2
Notes, December 15, 2010.


 


“Conversion Step-Up Interest” means, for the Series 2007-B2
Notes, interest at the Series 2007-B2 Conversion Step-Up Interest Rate on
the Outstanding Principal Balance of the Series 2007-B2 Notes after the
occurrence of a Conversion Event with respect to the Series 2007-B2 Notes,
for the Interest Accrual Period ending on (but excluding) a Payment Date
occurring on or after the occurrence of such Conversion Event.


 


2

















 


“Conversion Step-Up Interest Amount” means, for
any Payment Date occurring on or after the occurrence of a Conversion Event
with respect to the Series 2007-B2 Notes, an amount equal to the accrued
and unpaid Conversion Step-Up Interest. The amount described in the preceding
sentence constitutes the Conversion Step-Up Interest Amount for the Series 2007-B2
Notes for purposes of Sections 3.13 and 3.14 of the Indenture.


 


“Delivery Period”
means the period beginning on any Funding Date and ending on the earlier of the
(a) the 180-day period beginning on such Funding Date and (b) the
occurrence of an Event of Default or an Early Amortization Event.


 


“Effective Date”
means December 13, 2007 or, if later, the date on which the conditions set
forth in Section 3.01 of the Series 2007-B2 Note Purchase Agreement
shall have been satisfied.


 


 “Excluded Taxes” shall have
the meaning specified in Section 2.10(a).


 


“Eligible Transferee” means the following: (i) an
Affiliate of a Series 2007-B2 Holder, or (ii) any other then existing
Series 2007-B2 Holder, or (iii) a commercial bank, insurance company
or other financial institution that (x) complies with the transfer
provisions of Section 2.12 of the Indenture, and (y) if such transfer
is to occur prior to the occurrence of any Conversion Event, such transferee
has the capability, in the reasonable determination of WEST,  to make Series 2007-B2 Loans to WEST up
to the Unused Commitment in respect of the Series 2007-B2 Note being
transferred to such financial institution and is otherwise reasonably acceptable
to WEST, as evidenced to the Indenture Trustee in writing.


 


“Eurodollar
Disruption Event” means, with respect to any Series 2007-B2
Holder, any of the following: (i) a determination by a Series 2007-B2
Holder that it would be contrary to law or to the directive of any central bank
or other Governmental Authority (whether or not having the force of law) to
obtain Dollars in the London interbank market to make, fund or maintain any Series 2007-B2
Loan for such Interest Accrual Period; (ii) a determination by a Series 2007-B2
Holder that the rate at which deposits of Dollars are being offered to such
lender in the London interbank market does not accurately reflect the cost to
such Series 2007-B2 Holder of making, funding or maintaining any Series 2007-B2
Loan for such Interest Accrual Period; or (iii) the inability of a Series 2007-B2
Holder to obtain Dollars in the London interbank market to make, fund or
maintain any Series 2007-B2 Loan for such Interest Accrual Period.


 


“Eurodollar
Reserve Percentage” means, with respect to any Series 2007-B2
Holder for any Interest Accrual Period, the reserve percentage (expressed as a
decimal, rounded upward to the nearest 1/100th of one percent (0.01%)) applicable on the
first day of such Interest Accrual Period under regulations issued from time to
time by the Federal Reserve Board (or any successor) for determining the
maximum reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Series 2007-B2
Holder, with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (as defined in Regulation D of the Federal Reserve
Board, as in effect from time to time) and having a term equal to such Interest
Accrual Period.


 


3

















 


“Federal
Funds Effective Rate”  means, on any
date of determination, the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published on the
next succeeding Business Day, the average of the quotations for the day of such
transactions received by the Indenture Trustee from three federal funds brokers
of recognized standing selected by it.


 


“Funding Date” means, as to any Series 2007-B2
Loan, the Business Day that is specified in the Funding Request for such Series 2007-B2
Loan in accordance with Section 2.02 of the Series 2007-B2 Note
Purchase Agreement.


 


“Funding Request” shall have the meaning specified in the
Series 2007-B2 Note Purchase Agreement.


 


“Increased Costs” shall mean, for any Interest Accrual
Period, (a) the aggregate amount payable to all Series 2007-B2
Holders pursuant to Sections 2.08, 2.09, 2.10 and 2.11 of this Supplement and Section 7.1
of the Series 2007-B2 Note Purchase Agreement in respect of such Interest
Accrual Period and (b) the aggregate of such amounts with respect to prior
Interest Accrual Periods which remain unpaid.


 


“Interest Amount” means, for any Payment Date for the Series 2007-B2
Notes, an amount equal to the sum of the Base Interest Amount, Conversion
Step-Up Interest Amount and the Additional Interest Amount for the Series 2007-B2
Notes on such Payment Date.


 


“Issuance Expenses” means (a) the structuring and
underwriting fees payable to the Calyon in respect to the issuance of the Series 2007-B2
Notes, and (b) the portion of the expenses of Calyon that are allocable to
the Series 2007-B2 Notes, as agreed by WEST and such parties.


 


“Majority of Holders” means, with respect to the Series 2007-B2
Notes as of any date of determination, Series 2007-B2 Holders that,
individually or in the aggregate, own Series 2007-B2 Notes representing
more than fifty percent (50%) of the Maximum Commitment or, if a Conversion
Event shall have occurred, the then aggregate Outstanding Principal Balance of
the Series 2007-B2 Notes.


 


“Maximum Commitment” shall mean (a), for all Series 2007-B2
Holders, $25,000,000 in the aggregate and (b), for each Series 2007-B2
Holder, the amount set forth opposite the name of such Series 2007-B2
Holder in Schedule 2 attached hereto.


 


“Maximum Principal Balance” shall mean, with respect to any
Warehouse Note, the maximum amount that WEST may borrow from the holder of such
Warehouse Note, which shall be equal to the Maximum Commitment of such holder.


 


“Holder Indemnified Amounts” shall mean, for the Series 2007-B2
Holders, (i) all Increased Costs of the Series 2007-B2 Holders and (ii) all
indemnification payments owing by WEST to the Series 2007-B2 Holders
pursuant to Section 7.01 of the Series 2007-B2 Note Purchase
Agreement.


 


4

















 


“One-Month LIBOR” means, for any Interest Accrual Period,
LIBOR, as defined in the Indenture, for the Specified Period as of the
Reference Date for such Interest Accrual Period.


 


“Optional Redemption” means a voluntary prepayment by WEST of
all, or a portion of the Outstanding Principal Balance of the Series 2007-B2
Notes in accordance with the terms of this Supplement and the Indenture.


 


“Optional Redemption Date” shall have the meaning set forth in Section 2.05(c) hereof.


 


“Prime Rate”
means the rate announced by Calyon from time to time as its “prime rate” or “base
rate” in the United States, such rate to change as and when such designated
rate changes.


 


“Rating Agencies” means, for the Series 2007-B2
Notes, Fitch and Moody’s.


 


“Redemption Price” shall mean the Outstanding Principal
Balance of the Series 2007-B2 Notes in an Optional Redemption in whole,
and the portion of the Outstanding Principal Balance being redeemed, in an
Optional Redemption in part, in each case, without premium.


 


 “Scheduled Targeted Principal
Balance” means, for the Series 2007-B2 Notes for each Payment Date after a
Conversion Event, the amount set forth for such Payment Date in the schedule of
Scheduled Targeted Principal Balances delivered pursuant to Section 2.05(b)(i) hereof,
as adjusted from time to time pursuant to Section 2.05(e) hereof.


 


“Section 2.10(a) Amount” shall have
the meaning set forth in Section 2.10(a) hereof.


 


“Series 2007-A2 Holders” means, on the Effective Date, each of
the Persons named therein as the initial Series 2007-A2 Holders in the Series 2007-A2
Note Purchase Agreement and, at any time of determination thereafter, any
Person in whose name a Series 2007-A2 Note is registered in the Register.


 


“Series 2007-A2 Note Purchase Agreement” means the Series 2007-A2
Note Purchase and Loan Agreement, dated as of December 13, 2007, among
WEST, Willis and the Persons named therein as the initial Series 2007-A2
Holders, together with any other Persons that become Series 2007-A2
Holders, as the same may be amended, modified or supplemented from time to time
in accordance with its terms.


 


“Series 2007-A2 Notes” means the notes issued pursuant
to the Series 2007-A2 Note Purchase Agreement and the Series 2007-A2
Supplement.


 


“Series 2007-A2 Supplement” means the Series 2007-A2
Supplement to the Indenture, dated as of December 13, 2007, between WEST
and the Indenture Trustee, as amended, modified or supplemented from time to
time in accordance with its terms.


 


“Series 2007-B2 Note Purchase Agreement” means the Series 2007-B2
Note Purchase Agreement, dated as of the date of issuance of the Series 2007-B2
Notes (as defined therein), among WEST, Willis and the Persons named therein as
the initial Series 2007-B2 Holders, 


 


5

















 


together with any other Persons that become Series 2007-B2
Holders, as the same may be amended, modified or supplemented from time to time
in accordance with its terms.


 


“Series 2007-B2 Supplement” means the Series 2007-B2
Supplement to the Indenture, dated as of the date of Series 2007-B2 Note
Purchase Agreement, between WEST and the Indenture Trustee, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Series 2007-B2 144A Book Entry Note” means a Series 2007-B2
Note represented by a single permanent global note in fully registered
form, without coupons, the form of which shall be substantially in the form
attached as Exhibit A hereto, with the legends required by Section 2.02
of the Indenture for a 144A Book-Entry Note (as defined in the Indenture)
inscribed thereon.


 


“Series 2007-B2
Base Interest Rate” means, for each Series 2007-B2 Loan and
each Interest Accrual Period, an
interest rate per annum equal to the sum of (i) the Adjusted Eurodollar
Rate applicable to such Series 2007-B2 Loan for such Interest Accrual Period
and (ii) two and three-quarters percent (2.75%) per annum; provided, however, that, for purposes of clause (i) above, the
Base Rate will be used in lieu of the Adjusted Eurodollar Rate for an unpaid Series 2007-B2
Loan if (a) on or before the first day of such Interest Accrual Period an
affected Series 2007-B2 Holder shall have notified WEST that a Eurodollar
Disruption Event is then continuing, (b) such Interest Accrual Period is
for a period of less than one month or if an Event of Default under the
Indenture is then continuing on the first day of such Interest Accrual Period,
or (c) the then unpaid principal balance of such Series 2007-B2 Loan
on the first day of such Interest Accrual Period is less than Five Million
Dollars ($5,000,000).


 


“Series 2007-B2 Commitment Fee Rate” has the
meaning given to such term in the Series 2007-B2 Note Purchase Agreement.


 


“Series 2007-B2 Conversion Step-Up Interest Rate” means one
percent (1.00%) per annum.


 


“Series 2007-B2 Definitive Notes” means Series 2007-B2
Notes in the form attached as Exhibit A hereto, with the applicable
legend for Definitive Notes required by Section 2.02 of the Indenture
inscribed on the face thereof.


 


“Series 2007-B2 Expected Final Payment Date” means the
fifteenth anniversary of the first Payment Date after a Conversion Event.


 


“Series 2007-B2 Final Maturity Date” means December 15,
2032.


 


“Series 2007-B2 Loan” means, individually or in the
aggregate, a loan to WEST by the Holder or Holders of the Series 2007-B2
Notes pursuant to this Supplement and the Series 2007-B2 Note Purchase
Agreement.


 


“Series 2007-B2 Holder” means, at any time of determination for
the Series 2007-B2 Notes thereafter, any Person in whose name a Series 2007-B2
Note is registered in the Register.


 


6

















 


“Series 2007-B2 Note Purchase Agreement” means the Series 2007-B2
Note Purchase and Loan Agreement, dated as of December 13, 2007, among
WEST, Willis, and the Persons named therein as the initial Series 2007-B2
Holders, together with any other Persons that become Series 2007-B2
Holders.


 


“Series 2007-B2 Notes” means the Series of Notes
designated as the “Willis Engine Securitization Trust Series 2007-B2
Floating Rate Secured Notes” to be issued on the Effective Date and having the
terms and conditions specified in this Supplement, substantially in the form of
Exhibit A hereto, and including any and all replacements,
extensions, substitutions or renewals of such Notes.


 


“Series 2007-B2 Series Account” means the Series Account
of that name established in accordance with Section 3.01 hereof and
Sections 3.01 and 3.09 of the Indenture.


 


“Series 2007-B2 Transaction Documents” means any and
all of this Supplement, the Series 2007-B2 Notes and the Series 2007-B2
Note Purchase Agreement, as any of the foregoing may from time to time be
amended, modified, supplemented or renewed.


 


“Series Issuance Date” means, for the Series 2007-B2
Notes, December 13, 2007.


 


“Specified Period” means, for the Series 2007-B2
Notes, one month.


 


“Supplemental Principal Payment Amount” means, for
the Series 2007-B2 Notes on any Payment Date, the amount of a Series B
Supplemental Principal Payment Amount allocated and paid to the holders of the Series 2007-B2
Notes on such Payment Date in accordance with the provisions of Sections 3.14
and 3.15(b) of the Indenture and Sections 2.05(a) and 3.02 hereof.


 


“Taxes” shall have the meaning set forth in Section 2.10(a).


 


“Tax Benefit” shall have the meaning set forth in Section 2.10(a).


 


“Warehouse Loans”
means any Series 2007-B2 Loans to be used to fund the Purchase Prices of
Additional Engines or Discretionary Engine Modifications.


 


(b)           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


 


CREATION OF THE SERIES 2007-B2 NOTES


 


Section 2.01           Designation.  (a)  There is hereby created a Series of
Series A Warehouse Notes to be issued pursuant to the Indenture and this
Supplement and to be known as the “Willis Engine Securitization Trust Series 2007-B2
Floating Rate Secured Notes”, referred to herein as the “Series 2007-B2
Notes”. The Series 2007-B2 Notes will be issued with aggregate Maximum
Principal Balances in the amount of $25,000,000 and will not have priority over
any other Series of Series A Notes except to the extent set forth in
the Supplement for such other Series and Section 3.15 of the
Indenture. The Series Issuance Date of the Series 2007-B2 Notes is 


 


7

















 


December 13. 2007. 
The Series 2007-B2 Notes are classified as “Warehouse Notes”, “Series A
Warehouse Notes”, “Series A Notes” and “Floating Rate Notes”, as each such
term is used in the Indenture.  The Series 2007-B2
Notes will be rated on the Effective Date by each of Moody’s and Fitch.


 


(b)           The first Payment Date with respect
to the Series 2007-B2 Notes shall be on December 15, 2007.


 


(c)           Payments of principal on the Series 2007-B2
Notes shall be made from funds on deposit in the Series 2007-B2 Series Account
or otherwise at the times and in the amounts set forth in Article III of
the Indenture and Sections 2.04, 2.05, 2.06 and 3.02 of this Supplement.  The Scheduled Principal Payment Amounts for
the Series 2007-B2 Notes shall be calculated on the date on which a Conversion
Event occurs in accordance with the terms of the Indenture and Section 2.05
of this Supplement.


 


(d)           In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term
or provision contained in the Indenture, the terms and provisions of this
Supplement shall govern.


 


Section 2.02           Authentication
and Delivery.  (a)  On the Series Issuance
Date, WEST shall sign, and shall direct the Indenture Trustee in writing
pursuant to Section 2.01(c) of the Indenture to duly authenticate,
and the Indenture Trustee, upon receiving such direction, (i) shall
authenticate, subject to compliance with the conditions precedent set forth in Section 4.01
hereof, the Series 2007-B2 Notes in accordance with such written
directions, and (ii) subject to compliance with the conditions precedent
set forth in Section 4.01 hereof, shall deliver such Series 2007-B2
Notes to the Series 2007-B2 Holders, in accordance with such written
directions.


 


(b)           The Series 2007-B2 Notes are not
being registered with the SEC and may not be sold, transferred or otherwise
disposed of except to Institutional Accredited Investors and QIB’s that deliver
an Investment Letter to the Indenture Trustee in compliance with the provisions
of the Indenture and that, prior to the occurrence of a Conversion Event, are
Eligible Transferees and execute and deliver an Assignment and Assumption with
respect to the Series 2007-B2 Note Purchase Agreement.


 


(c)           The Series 2007-B2 Notes shall
be represented by one or more Series 2007-B2 Definitive Notes issued to
the Series 2007-B2 Holders until the occurrence of a Conversion
Event.  After the occurrence of a
Conversion Event, a Series 2007-B2 Holder that is a QIB and that holds all
of the Series 2007-B2 Notes or all of the Series 2007-B2 Holders
acting jointly may exchange its or their Series 2007-B2 Definitive Notes
for an interest or interests in a Series 2007-B2 144A Book Entry Note in
accordance with the requirements of the Indenture. WEST shall pay all costs of
the Series 2007-B2 Holders incurred in connection with such exchange and
registration.


 


(d)           The Series 2007-B2 Notes shall
be executed by manual or facsimile signature on behalf of WEST by any officer
of the Owner Trustee and shall be substantially in the form of Exhibit A
hereto, as applicable, with the appropriate legend required by Section 2.02
of the Indenture inscribed on the face thereof.


 


8
















 


(e)                                  The Series 2007-B2 Notes shall be
issued in minimum denominations of $100,000 and in integral multiples of $1,000
in excess thereof.


 


Section 2.03                                Series 2007-B2 Loans. 
(a)  WEST shall have the right, pursuant to this Supplement and the
Series 2007-B2 Note Purchase Agreement, to borrow Series 2007-B2
Loans from the Series 2007-B2
Holders up to the Maximum Commitment of the Series 2007-B2 Holders, and
each Series 2007-B2 Holder has severally agreed, pursuant to the Series 2007-B2
Note Purchase Agreement, to make Series 2007-B2 Loans, in each case in
proportion to, and up to the amount of, its Maximum Commitment, on any Funding
Date after the Effective Date and prior to the date on which a Conversion Event
occurs, subject to the satisfaction of all applicable conditions precedent set
forth in Article IV hereof and in Article III of the Series 2007-B2
Note Purchase Agreement.  Each such Series 2007-B2
Loan shall increase the Outstanding Principal Balance of the Series 2007-B2
Note held by such Series 2007-B2 Holder, and each payment of principal to
a Series 2007-B2 Holder in respect of its Series 2007-B2 Note shall
reduce the Outstanding Principal Balance of such Series 2007-B2 Note.  The Indenture Trustee shall maintain a record
of all Series 2007-B2 Loans and repayments made on the Series 2007-B2
Notes and absent manifest error such records shall be conclusive.


 


(b)                                 Each Funding Request for Series 2007-B2
Loans after the Effective Date shall constitute a reaffirmation by WEST that (1) no
Event of Default, Servicer Termination Event or Early Amortization Event has
occurred and is continuing, or would result from the making of such Series 2007-B2
Loan, as of the date of the Funding Request, and (2) the representations
and warranties of WEST contained in the Series 2007-B2 Transaction
Documents are true, correct and complete in all material respects to the same
extent as though made on and as of the date of the Funding Request, except to
the extent such representations and warranties specifically relate to an earlier
date, in which event they shall be true, correct and complete in all material
respects as of such earlier date.


 


(c)                                  WEST shall designate the application of
the proceeds of the Series 2007-B2 Loans made on each Funding Date as
either or both of the following: (i) a Warehouse Loan to be deposited in
the Engine Acquisition Account as provided in Section 3.18 of the
Indenture and used to acquire Additional Engines or to fund Discretionary
Engine Modifications (including Qualified Engine Modifications), in each case
whether or not such acquisition or funding is in connection with a Replacement
Exchange, or (ii) a Collections Loan, to be deposited in the Collections
Account as provided in Section 3.18 of the Indenture and used to increase
the Available Collections Amount on any Payment Date, provided
that the application of any Series 2007-B2 Loan as a Collections Loan
shall be subject to the Available Collections Amount on such Payment Date being
in an amount, calculated without the proceeds of such Collections Loan,
sufficient to fund the payment in full of accrued Base Interest on all Series B
Notes on such Payment Date and all amounts ranking senior thereto as provided
in Section 3.14 of the Indenture.


 


(d)                                 WEST may, on any Payment Date upon at
least five (5) Business Days’ notice to the Series 2007-B2 Holders,
with a copy to the Indenture Trustee, terminate in whole or reduce in part the
aggregate Maximum Commitments of the Series 2007-B2 Holders and the
Maximum Principal Balances of the Series 2007-B2 Notes in an aggregate
amount not to exceed the excess of such Maximum Principal Balances over the
then aggregate Outstanding Principal 


 


9

















 


Balance of the Series 2007-B2 Notes; provided
that any partial reduction (based on the ratio of the then Maximum Commitments
of such Series prior to such reduction) of the aggregate Maximum
Commitments of the Series 2007-B2 Holders and the Maximum Principal
Balances of the Series 2007-B2 Notes (i) shall be applied pro rata to the
individual Maximum Commitments of the Series 2007-B2 Holders and the
Maximum Principal Balances of the Series 2007-B2 Notes, respectively, and (ii) shall be accompanied by a proportionate
partial reduction (based on the ratio of the Maximum Commitments of such Series prior
to such reduction) of the aggregate Maximum Commitments of the Series 2007-A2
Holders. Each notice of reduction or termination pursuant to this Section 2.03(d) shall
be irrevocable, and such reduction shall be deemed to occur without any Series 2007-B2
Holder having to surrender its Series 2007-B2 Notes in exchange for a new Series 2007-B2
Note reflecting the reduced Maximum Principal Balance.


 


(e)                                  WEST, on any Payment Date prior to the
occurrence of a Conversion Event, may terminate the agreements of the Series 2007-B2
Holders to make Series 2007-B2 Loans
and repay the Outstanding Principal Balance of the Series 2007-B2 Notes
for the Redemption Price, upon (A) at least five (5) Business Days’
prior written notice to each Series 2007-B2 Holder, with a copy to the
Indenture Trustee, specifying the proposed Payment Date of such termination,
and (B) payment in full of (i) the principal of, and interest on, the
Series 2007-B2 Notes, (ii) Increased Costs, if any, and (iii) all
other amounts then due and payable (or that become due and payable as a result
of such reduction) to a Series 2007-B2 Holder under the Series 2007-B2
Note Purchase Agreement, this Supplement and the Indenture and (c) the
simultaneous termination of the commitments of the Series 2007-A2 Holders
and the payment in full of all amounts owing with respect to the Series 2007-A2
Notes.


 


(f)                                    If any Series 2007-B2 Holder shall
default on its obligation to make a Series 2007-B2 Loan on any Funding Date, one or more of
the other Series 2007-B2 Holders may elect (but shall not be obligated) to
make the Series 2007-B2 Loan
of the defaulting Series 2007-B2 Holder. 
In such event, the Maximum Principal Balance of the Series 2007-B2
Note held by the defaulting Series 2007-B2 Holder and the Maximum
Commitment of the Series 2007-B2 Holder shall be reduced by the amount of
the Series 2007-B2
Loan so made, and the
Maximum Principal Balance of the Series 2007-B2 Note held by the Series 2007-B2
Holder making such Series 2007-B2 Loan
and the Maximum Commitment of such Series 2007-B2 Holder shall be
increased by the amount of such Series 2007-B2 Loan.


 


(g)                                 Upon the occurrence of a Conversion
Event, (i) the right of WEST to borrow under the Series 2007-B2 Notes
shall terminate, (ii) Conversion Step-Up Interest shall begin to accrue on
the Outstanding Principal Balance of the Series 2007-B2 Notes as provided
in Section 2.04(a), and (iii) the Outstanding Principal Balance of
the Series 2007-B2 Notes shall become payable as provided in Section 2.05(a) and
(b), provided, however, that, if all of the Series 2007-B2
Holders and Series 2007-A2 Holders as of the date of the occurrence of any
Conversion Event elect to waive the occurrence of such Conversion Event within
ninety (90) days of such occurrence, such Conversion Event shall be disregarded
as long as such waiver is in effect, except that any such waiver in respect of
a Conversion Event based on the occurrence of the Conversion Date shall not be
for a period extending beyond the first anniversary of such Conversion Date,
unless a Rating Agency Confirmation is obtained with respect to any waiver
extending beyond such first anniversary; and provided,
further, that, if WEST subsequently cures an Early Amortization
Event, Event of Default or Servicer Termination Event that resulted in a 


 


10

















 


Conversion Event that was not so waived, WEST may request the Series 2007-B2
Holders and Series 2007-A2 Holders to waive the original occurrence of
such Conversion Event, Early Amortization Event, Event of Default or Servicer
Termination Event and rescind and revoke the consequences described in clause
(i), (ii) and (iii) of this Section 2.03(g) occurring as a
result of such Conversion Event, which waiver, rescission and revocation shall
be effective only if Series 2007-B2 Holders and Series 2007-A2
Holders representing 100% of the Outstanding Principal Balance of the Series 2007-B2
Notes and Series 2007-A2 Notes consent thereto. The termination of any
waiver pursuant to the provisos in the preceding sentence shall be treated as
the occurrence on the date of such termination of the Conversion Event that was
the subject of the waiver.


 


Section 2.04                                Interest Payments; Commitment Fee.


 


(a)                 Interest on Series 2007-B2 Notes.  Interest shall accrue (i) at the Series 2007-B2
Base Interest Rate on the Outstanding Principal Balance of each Series 2007-B2
Note during all or each portion of each Interest Accrual Period from the
Effective Date to (but excluding) the date on which a Conversion Event occurs,
and (ii) at a combined rate equal to the sum of the Series 2007-B2
Base Interest Rate and the Series 2007-B2 Conversion Step-Up Rate on the
Outstanding Principal Balance of each Series 2007-B2 Note during all or
the portion of each Interest Accrual Period from and after the date on which a
Conversion Event occurs, in each case on the basis of actual days elapsed over
a year of 360 days and shall be due and payable in arrears on each Payment Date
for the Interest Accrual Period ending on such Payment Date. The Base Interest
Amount and the Conversion Step-Up Interest Amount for each Interest Accrual
Period shall be calculated separately and paid separately as provided in Section 3.14
of the Indenture and Section 3.02 hereof. All amounts of the Base Interest
Amount and the Conversion Step-Up Interest Amount shall be due and payable on
the earlier to occur of (i) the date on which the Series 2007-B2
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2007-B2 Final Maturity Date. On
each Reference Date, the Indenture Trustee shall promptly deliver a written
notice to the Series 2007-B2 Holders specifying the Series 2007-B2
Base Interest Rate for the related Interest Accrual Period.


 


(b)                Commitment Fee on Series 2007-B2
Notes.  A fee (the “Commitment
Fee”) shall accrue at the Series 2007-B2 Commitment Fee Rate on
the Unused Commitment of the Series 2007-B2 Holders during all or the
portion of each Interest Accrual Period from the Effective Date to (but
excluding) the date on which a Conversion Event occurs and shall be due and
payable in arrears on each Payment Date for the Interest Accrual Period ending
on such Payment Date.  The Commitment Fee
shall be calculated on the basis of actual days elapsed over a year of 360 days
and shall be due and payable in arrears on each Payment Date for the Interest
Accrual Period ending on (but excluding) such Payment Date.


 


(c)                 Additional Interest. 
If WEST shall fail to pay in full (i) any Base Interest Amount,
Conversion Step-Up Interest Amount or Commitment Fee on any Series 2007-B2
Note when due, (ii) any Increased Costs or (iii) any other amount
becoming due under this Supplement (other than payments of principal on the Series 2007-B2
Notes), WEST shall, from time to time, pay Additional Interest on such unpaid
amounts, to the extent permitted by Applicable Law, to, but not including, the
date of actual payment (after as well as before judgment), for the period
during which such interest or other amount shall be unpaid from the 


 


11

















 


due date of such payment to the date of actual payment thereof. Any
such Additional Interest shall be payable at the times and subject to the
priorities set forth in Section 3.02 of this Supplement and Section 3.14
of the Indenture.  All amounts of the
Additional Interest shall be due and payable on the earlier to occur of (i) the
date on the Series 2007-B2 Notes have been accelerated in accordance with
the provisions of Section 4.02 of the Indenture and (ii) the Series 2007-B2
Final Maturity Date.


 


(d)                Maximum Interest Rate. 
In no event shall the interest charged with respect to a Series 2007-B2
Note exceed the maximum amount permitted by Applicable Law.  If at any time the Interest Amount charged
with respect to the Series 2007-B2 Notes exceeds the maximum rate
permitted by Applicable Law, the rate of interest to accrue pursuant to this
Supplement and such Series 2007-B2 Note shall be limited to the maximum
rate permitted by Applicable Law, but any subsequent reductions in One-Month
LIBOR shall not reduce the interest to accrue on such Series 2007-B2 Note
below the maximum amount permitted by Applicable Law until the total amount of
interest accrued on such Series 2007-B2 Note equals the amount of interest
that would have accrued if a varying rate per annum equal to the interest rate
had at all times been in effect.  If the
total amount of interest paid or accrued on the Series 2007-B2 Note under
the foregoing provisions is less than the total amount of interest that would
have accrued if the interest rate had at all times been in effect, WEST agrees
to pay to the Series 2007-B2 Holders an amount equal to the difference
between (a) the lesser of (i) the amount of interest that would have
accrued if the maximum rate permitted by Applicable Law had at all times been
in effect, or (ii) the amount of interest that would have accrued if the
interest rate had at all times been equal to the Interest Amount, and (b) the
amount of interest accrued in accordance with the other provisions of this
Supplement.


 


Section 2.05                                Payments of Principal. 
(a)  On each Payment Date prior to the date on which a Conversion
Event occurs on which there is a Junior Borrowing Base Deficiency, principal
shall be payable on the Series 2007-B2 Notes out of the Series B
Supplemental Principal Payment Amount, to the extent and as provided in
Sections 3.14 and 3.15(b) of the Indenture and in Section 3.02
hereof, provided that, on any Payment Date prior
to the date on which a Conversion Event occurs, the Series 2007-B2 Notes
shall be treated as Warehouse Notes for purposes of Section 3.15(b) of
the Indenture and, on any Payment Date on or after a Conversion Event, the Series 2007-B2
Notes shall be treated as Term Notes for such purposes.


 


(b)                                 (i)  Within ten (10) Business
Days after the occurrence of a Conversion Event (or, if earlier, by the first
Payment Date following the occurrence of a Conversion Event), WEST shall cause
the Administrative Agent to prepare and deliver to the Indenture Trustee and
the Series 2007-B2 Holders a schedule of Scheduled Targeted Principal
Balances for the Series 2007-B2 Notes substantially in the form of Schedule
1 attached hereto.  Payment Date
Number 1 in Schedule 1 shall be on the first Payment Date after the date
on which a Conversion Event occurs, and each succeeding numbered Payment Date
in such Schedule 1 shall occur on each succeeding Payment Date, and the
amount due on each such Payment Date shall be the product of (x) the
Outstanding Principal Balance of the Series 2007-B2 Notes as of the close
of business on the date on which the Conversion Event occurs and (y) the
percentage specified for such Payment Date specified in Schedule 1.  If the Series 2007-B2 Holders and Series 2007-A2
Holders waive the occurrence of a Conversion Event as provided in Section 2.03(g),
the schedules delivered pursuant to this Section 2.05(b)(i) in
respect of such Conversion Event shall 


 


12

















 


be of no further force and effect and, upon the termination of such
waiver or the subsequent occurrence of a Conversion Event that is not waived by
the Series 2007-B2 Holders and Series 2007-A2 Holders as provided by Section 2.03(g) hereof,
the Administrative Agent shall deliver a new schedule in accordance with this Section 2.01(b)(i),
calculated as of the date of such termination or the date of such Conversion
Event, as applicable.


 


(ii)                                  On each Payment Date after a Conversion
Event, unless and until the Series 2007-B2 Holders and Series 2007-A2
Holders waive such Conversion Event as provided in Section 2.03(g), the
Scheduled Principal Payment Amount calculated for the Series 2007-B2 Notes
for each such Payment Date shall be payable to the Holders of the Series 2007-B2
Notes on each such Payment Date from amounts deposited in the Series 2007-B2
Series Account on such Payment Date as provided in Section 3.14 of
the Indenture and Section 3.02 of this Supplement.  So long as an Early Amortization Event or an
Event of Default is then continuing, the Outstanding Principal Balance of the Series 2007-B2
Notes shall be payable on each such Payment Date to the extent that amounts are
available for such purpose in accordance with the provisions of Section 3.14
of the Indenture and Section 3.02 of this Supplement.    The then Outstanding Principal Balance of
all Series 2007-B2 Notes shall be due and payable on the earlier to occur
of (i) the date on which the Series 2007-B2 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series 2007-B2 Final Maturity Date.


 


(c)                                  WEST will have the option to prepay, on
any Payment Date after a Conversion Event (each such Payment Date, an “Optional Redemption Date”), all or any portion of the
Outstanding Principal Balance of the Series 2007-B2 Notes on such Payment
Date, in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000) in
the case of any prepayment in part, for the Redemption Price together with
accrued interest thereon to the date of such prepayment; provided
that, (i) as a condition to any
such prepayment, the Outstanding Principal Balance of the Series 2007-B2
Notes shall be prepaid by a proportionate amount, such prepayment to be made as
provided in the Series 2007-B2 Supplement, and (ii) as a condition to
any such prepayment in part on a date on which an Early Amortization Event is
continuing, the Outstanding Principal Balance of each other Series of
Notes shall be prepaid in a proportionate amount, such prepayments to be made
as provided in the relevant Supplements. 
WEST may not make such prepayment from funds in the Collections Account,
except to the extent that funds in the Collections Account would otherwise be
payable to WEST in accordance with the terms of this Supplement and the
Indenture, and may make any such prepayment in part from funds in the Series 2007-B2
Series Account, provided that
funds in such Account may be used to fund a prepayment in whole but not in
part.  Any Optional Redemption in
connection with a Refinancing funded with the proceeds of Additional Notes must
be in whole, and any other Optional Redemption financed with funds other than
funds in the Collections Account or the proceeds of Additional Notes may be in
whole or in part.


 


(d)                                 If there is any Balance in the Engine
Acquisition Account at the end of any Delivery Period beginning on a Funding
Date on which Series 2007-B2 Loans were made by the Series 2007-B2
Holders, the portion thereof allocated to the Series 2007-B2 Notes in
accordance with Section 3.03 (b) of the Indenture shall be applied to
the prepayment of the 


 


13

















 


Series 2007-B2 Notes as provided in Section 3.16(b) of
the Indenture on the next succeeding Payment Date (the “Acquisition
Redemption Date”) after the end of such Delivery Period.


 


(e)                                  The Scheduled Targeted Principal
Balances for the Series 2007-B2 Notes, as determined pursuant to Section 2.05(b)(i) hereof,
shall be adjusted at the times and in the manner indicated in Section 3.19
of the Indenture.


 


Section 2.06                                Series 2007-B2 Final Maturity Date. 
The unpaid principal amount of the Series 2007-B2 Notes together
with all unpaid interest (including all Additional Interest and Conversion
Step-Up Interest), fees, expenses, costs and other amounts payable by WEST
pursuant to the terms of the Indenture, this Supplement and the other Series 2007-B2
Transaction Documents shall be due and payable in full on the earlier to occur
of (i) the date on which the Series 2007-B2 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series 2007-B2 Final Maturity Date.


 


Section 2.07                                Manner of Payments. 
All payments of principal and interest on the Series 2007-B2 Notes
payable on each Payment Date shall be paid to the Series 2007-B2 Holders
reflected in the Register as of the related Record Date by wire transfer of
immediately available funds for receipt prior to 1:00 p.m.  (New York City time) on such Payment
Date.  Any payments received by the Series 2007-B2
Holders after 1:00 p.m.  (New York
City time) on any day shall be considered to have been received on the next
succeeding Business Day.


 


Section 2.08                                Increased Costs. 
If due to the introduction of or any change (including, without limitation,
any change by way of imposition or increase of reserve requirements) in or in
the interpretation of any law or regulation or the imposition of any guideline
or request from any central bank or other Governmental Authority after the Series Issuance
Date of the Series 2007-B2 Notes reflecting such change, there shall be an
increase in the cost to a Series 2007-B2 Holder of making or maintaining
any investment in the Series 2007-B2 Note or any interest therein or of
agreeing to purchase or invest in the Series 2007-B2 Note or any interest
therein, as the case may be (other than by reason of any interpretation of or
introduction of or change in laws or regulations relating to Taxes or Excluded
Taxes), such Series 2007-B2 Holder shall promptly submit to WEST, the
Administrative Agent and the Indenture Trustee, a certificate setting forth in
reasonable detail, the calculation of such increased costs incurred by such Series 2007-B2
Holder.  In determining such amount, such
Series 2007-B2 Holder may use any reasonable averaging and attribution
methods, consistent with the averaging and attribution methods generally used
by such Series 2007-B2 Holder in determining amounts of this type.  The amount of increased costs set forth in
such certificate (which certificate shall, in the absence of manifest error, be
prima facie evidence as to such amount) shall be included in the Increased
Costs for the Interest Accrual Period immediately succeeding the date on which
such certificate was delivered (or if such certificate was delivered during the
last Interest Accrual Period, for such last Interest Accrual Period) and to the
extent remaining outstanding, each Interest Accrual Period thereafter until
paid in full.  The Indenture Trustee
shall pay such Increased Costs to such Series 2007-B2 Holders as part of
the Increased Costs out of the Available Collections Amount on each Payment
Date as provided in Section 3.14 of the Indenture and Section 3.02
hereof.


 


Section 2.09                                Increased Capital. 
If the introduction of or any change in or in the interpretation of any
law or regulation or the imposition of any guideline or request from any 


 


14

















 


central bank or other Governmental Authority reflecting such change
after the Series Issuance Date of the Series 2007-B2 Notes affects or
would affect the amount of capital required or expected to be maintained by any
Series 2007-B2 Holder, and such Series 2007-B2 Holder determines that
the amount of such capital is increased as a result of (i) the existence
of the Series 2007-B2 Holder’s agreement to make or maintain an investment
in the Series 2007-B2 Notes or any interest therein and other similar
agreements or facilities, or (ii) the existence of any agreement by Series 2007-B2
Holders to make or maintain an investment in the Series 2007-B2 Notes or
any interest therein or to fund any such investment and any other commitments
of the same type, such Series 2007-B2 Holder shall promptly submit to
WEST, the Administrative Agent and the Indenture Trustee a certificate setting
forth, in reasonable detail, the calculation of the additional amounts required
to compensate such Series 2007-B2 Holder in light of such
circumstances.  In determining such
amount, such Series 2007-B2 Holder may use any reasonable averaging and
attribution methods, consistent with the averaging and attribution methods
generally used by such Series 2007-B2 Holder in determining amounts of
this type.  The amount set forth in such
certificate (which certificate shall, in the absence of manifest error, be
prima facie evidence as to such amount) shall be included in the Increased
Costs for the Interest Accrual Period immediately succeeding the date on which
such certificate was delivered, and to the extent remaining outstanding, each Interest
Accrual Period thereafter until paid in full. 
The Indenture Trustee shall pay such Increased Costs to such Series 2007-B2
Holders as part of the Increased Costs out of the Available Collections Amount
on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02
hereof.


 


Section 2.10                                Payments of Principal and Interest. 
(a)  Any and all payments and deposits required to be made under
this Supplement, the Series 2007-B2 Notes or the Indenture by WEST or the
Indenture Trustee to or for the benefit of a Series 2007-B2 Holder shall
be made, to the extent allowed by law, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental
Authority.  If, as a result of any change
in law, treaty or regulation or in the interpretation or administration thereof
by any governmental or regulatory agency or body charged with the
administration or interpretation thereof, or the adoption of any law, treaty or
regulation, any taxes, levies, imposts, duties, charges or fees (all of the
foregoing collectively, “Taxes”) are
required to be withheld from any amount payable to any Series 2007-B2
Holder hereunder, the amount so payable to such Series 2007-B2 Holder
shall be increased to the extent necessary to yield to such Series 2007-B2
Holder (after payment of all taxes, levies, imposts, duties, charges or fees)
the amount stated to be payable to such Series 2007-B2 Holder hereunder
(such increase and any similar increase described in this Section 2.10(a),
a “Section 2.10(a) Amount”); provided, however, that this sentence shall not apply with
respect to (i) income taxes (including, without limitation, branch profits
taxes, minimum taxes and taxes computed under alternative methods, at least one
of which is based on net income) and franchise taxes that are based on income
or any other tax upon or measured by income or gross receipts imposed on any Series 2007-B2
Holder, in each case, as a result of a present or former connection (other than
any connection arising out of the transactions contemplated by this Supplement)
between the jurisdiction of the government or taxing authority imposing such
tax and such Series 2007-B2 Holder; (ii) any taxes, levies, imposts,
duties, charges or fees that would not have been imposed but for the failure by
such Series 2007-B2 Holder to provide and keep current any certification or
other documentation permitted by Applicable Law to be delivered by such Series 2007-B2



 


15

















 


Holder and required to qualify for an exemption from or reduced rate
thereof; (iii) any taxes, levies, imposts, duties, charges or fees imposed
as a result of a change by any Series 2007-B2 Holder of the office through
which the Series 2007-B2 Note or any interest hereunder is acquired,
accounted for or booked as a result of the sale, transfer or assignment by any Series 2007-B2
Holder of its interest hereunder, other than any such taxes, levies, imposts,
duties, charges or fees imposed as a result of any such change or adoption
occurring after any such Series 2007-B2 Note or interest therein is
acquired, accounted for or booked; (iv) taxes measured by income, gross
receipts, assets or capital of any Series 2007-B2 Holder by the taxing
authority of the jurisdiction where such Series 2007-B2 Holder is
organized, incorporated, managed, controlled or is considered to be doing
business or in which it maintains an office, branch or agency (other than Taxes
imposed on the gross amount of any payments made to such Series 2007-B2
Holder under this Supplement without regard to such place of origination or
incorporation, such management or control, the conduct of such business or the
maintenance of such office, branch or agency); (v) any Taxes imposed on
such Series 2007-B2 Holder as a result of payments not related to this
Supplement; and (vi) any withholding tax with respect to any Series 2007-B2
Holder that has not provided the documentation referred to in Section 2.10(c) (all
such exclusions being hereinafter called “Excluded Taxes”).  To the extent that any Series 2007-B2
Holder actually realizes a tax benefit on its income tax returns (whether by
reason of a deduction, credit or otherwise) (a “Tax Benefit”)
for a given year that is attributable to the payment by WEST or the Indenture
Trustee of any such Taxes on behalf of such Series 2007-B2 Holder, such Series 2007-B2
Holder shall reimburse WEST for the amount of such Tax Benefit, it being
understood that the taking of any action to realize any Tax Benefit shall be
within the sole discretion of such Series 2007-B2 Holder; provided,
however, that for purposes of reimbursing WEST, such Series 2007-B2 Holder
shall calculate the amount of the Tax Benefit realized that is attributable to
WEST’s or the Indenture Trustee’s payment of such Taxes on behalf of such Series 2007-B2
Holder as if such Series 2007-B2 Holder realized or received such Tax
Benefit pro rata with all other Tax Benefits available to it for such year.


 


(b)                                 Each of WEST and, to the extent not
prohibited by Applicable Law (including the Code), each Series 2007-B2
Noteholder agrees that, with respect to all federal, state and local income
taxes, it will treat the Series 2007-B2 Notes as indebtedness.


 


(c)                                  Any Section 2.10(a) Amounts
payable to a Series 2007-B2 Holder hereunder shall be included in the
Increased Costs (i) for the Interest Accrual Period in respect of which
the payment subject to withholding is made and (ii) to the extent
remaining outstanding, each Interest Accrual Period thereafter until paid in
full.  The Indenture Trustee shall pay
such Section 2.10(a) Amounts to the Series 2007-B2 Holders as
part of the Increased Costs out of the Available Collections Amount on each
Payment Date as provided in Section 3.14 of the Indenture and Section 3.02
hereof.


 


(d)                                 Each Series 2007-B2 Holder not
organized under the laws of the United States or a State thereof shall, to the
extent that it is entitled to receive payments under this Supplement without
deduction or withholding of any United States federal income taxes (other than
withholding Taxes), provide a W-8 ECI, W-8 BEN or any other information
and documentation that may be necessary in order to obtain such exemption.


 


16

















 


Section 2.11                                Breakage Costs. 
If (i) any payment of principal on any Series 2007-B2 Loan is made on a day other than a
Payment Date, or (ii) any Series 2007-B2 Loan requested by WEST is not, for any
reason whatsoever related to a default or nonperformance by WEST, made or
effectuated, as the case may be, on the date specified therefor, WEST shall
indemnify the Series 2007-B2 Holders against any reasonable loss, cost or
expense incurred by the Series 2007-B2 Holders, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by the Series 2007-B2 Holders to fund or maintain such Series 2007-B2
Loan during such Interest
Accrual Period.  The Indenture Trustee
shall pay any amounts due under this Section 2.11 to the Series A
Holders as part of the Increased Costs out of the Available Collections Amount
on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02
hereof.


 


Section 2.12                                Restrictions on Transfer. 
On the Effective Date, WEST shall sell the Series 2007-B2 Notes to
the Persons named as the initial Series 2007-B2 Holders in and pursuant to
the Series 2007-B2 Note Purchase Agreement and deliver such Series 2007-B2
Notes in accordance herewith and therewith. Thereafter, no Series 2007-B2
Note may be sold, transferred or otherwise disposed of except in compliance
with the provisions of the Indenture, this Supplement and the Series 2007-B2
Note Purchase Agreement. Except as provided herein and in the Indenture, the
Indenture Trustee shall have no obligations or duties with respect to
determining whether any transfers of the Series 2007-B2 Notes are made in
accordance with the Securities Act or any other law; provided
that with respect to the Series 2007-B2 Definitive Notes, the Indenture
Trustee shall enforce such transfer restrictions in accordance with the terms
set forth in this Supplement.  Prior to
the occurrence of a Conversion Event that is not waived by the Series 2007-B2
Holders and Series 2007-A2 Holders as provided by Section 2.03(g) hereof,
the Indenture Trustee shall not register any transfer of a Series 2007-B2
Note, in whole or in part, unless the transferee of such Series 2007-B2
Note is an Eligible Transferee and executes and delivers to the Indenture
Trustee an Assignment and Assumption of the transferor’s obligations under the Series 2007-B2
Note Purchase Agreement to make the Series 2007-B2 Loans in an amount equal to the excess
of the Maximum Principal Balance of the Series 2007-B2 Note being
transferred at the time of transfer over the Outstanding Principal Balance of
such Series 2007-B2 Note at such time. After the occurrence of a
Conversion Event that is not waived by the Series 2007-B2 Holders and Series 2007-A2
Holders as provided by Section 2.03(g) hereof, the Series 2007-B2
Notes shall be transferred in accordance with the terms of the Indenture
without regard to whether any transferee of a Series 2007-B2 Note is an
Eligible Transferee.


 


Section 2.13                                Payment
Date Schedule.  WEST shall cause the
Administrative Agent to distribute a copy of each Payment Date Schedule
delivered pursuant to Section 3.13(e) of the Indenture to the Series 2007-B2
Holders.


 


17

















 


ARTICLE III


 


SERIES 2007-B2 SERIES ACCOUNT, ALLOCATION AND 

APPLICATION OF AMOUNTS THEREIN


 


Section 3.01                                Series 2007-B2 Series Account.  The Indenture Trustee shall establish on or
prior to the Effective Date pursuant to Sections 3.01 and 3.09 of the Indenture
and shall maintain, so long as any Series 2007-B2 Note is Outstanding, an
Eligible Account which shall be designated as the “Series 2007-B2 Series Account”,
which account shall be held in the name of the Indenture Trustee for the
benefit of the Series 2007-B2 Holders. 
All deposits of funds by, or for the benefit of, the Series 2007-B2
Holders from the Collections Account and otherwise shall be accumulated in, and
withdrawn from, the Series 2007-B2 Series Account in accordance with
the provisions of the Indenture and this Supplement.


 


Section 3.02                                Distributions from Series 2007-B2 Series Account. 
On each Payment Date, the Indenture Trustee shall distribute funds then
on deposit in the Series 2007-B2 Series Account in accordance with
the provisions of either subsection (a), (b) or (c) of this Section 3.02,
in the following order of priority, in each case in accordance with the
Payment Date Schedule and only to the extent that the Prior Ranking Amounts
have been paid in full:


 


(a)                                  If neither an Early Amortization Event
nor an Event of Default shall have occurred and be continuing with respect to
any Series of Notes:


 


(i)                  To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Base Interest Amount and Commitment Fee Amount, if any, for each
such Payment Date;


 


(ii)               On each Payment Date, to each Holder of
a Series 2007-B2 Note on the related Record Date, an amount equal to its pro rata portion of the Scheduled Principal Payment Amount
then due and payable to the Holders of the Series 2007-B2 Notes on such
Payment Date;


 


(iii)            To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Series B Supplemental Principal Payment Amount (if any)
then due and payable to the Holders of the Series 2007-B2 Notes on such
Payment Date;


 


(iv)           To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Additional Interest Amount and Conversion Step-Up Interest
Amount then due and payable by WEST to the Series 2007-B2 Holders;


 


(v)              To each Holder of a Series 2007-B2
Note, on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-B2 Holder; and


 


(vi)           After payment in full of the foregoing
amounts pursuant to this Section 3.02(a) of this Supplement, to WEST,
any remaining amounts then on deposit in the Series 2007-B2 Series Account.


 


18

















 


(b)                                 If either an Early Amortization Event or
an Event of Default (or combination of both) has occurred and is then
continuing, so long as the Indenture Trustee shall not have received a
Collateral Liquidation Notice:


 


(i)                  To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Base Interest Amount and Commitment Fee Amount, if any, for such
Payment Date;


 


(ii)               To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Scheduled Principal Payment Amount then due and payable to the
Holders of the Series 2007-B2 Notes on such Payment Date;


 


(iii)            To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of Additional Interest Amount and Conversion Step-Up Interest Amount
then due and payable by WEST to the Series 2007-B2 Holders;


 


(iv)           To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series 2007-B2 Notes
then Outstanding until the Outstanding Principal Balance of all Series 2007-B2
Notes has been reduced to zero;


 


(v)              To each Holder of a Series 2007-B2
Note on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-B2 Holder; and


 


(vi)           After payment in full of the foregoing
amounts pursuant to this Section 3.02(b) of this Supplement, to WEST,
any remaining amounts then on deposit in the Series 2007-B2 Series Account.


 


(c)                                  If an Event of Default has occurred and
is continuing, and the Indenture Trustee has received a Collateral Liquidation
Notice:


 


(i)                  To each Holder of a Series 2007-B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the Base Interest Amount and Commitment Fee Amount, if any, for such
Payment Date;


 


(ii)               To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the Additional Interest Amount and Conversion Step-Up Interest
Amount then due and payable by WEST to the Series 2007-B2 Holders;


 


(iii)            To each Holder of a Series 2007-B2
Note on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series 2007-B2 Notes
then Outstanding until the Outstanding Principal Balance of the Series 2007-B2
Notes has been reduced to zero;


 


(iv)           To each Holder of a Series 2007-B2
Note on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-B2 Holder; and


 


19
















 


(v)     After payment in full of the foregoing
amounts pursuant to this Section 3.02 of this Supplement, to WEST, any
remaining amounts then on deposit in the Series 2007-B2 Series Account.


 


ARTICLE IV


 


CONDITIONS PRECEDENT TO OBLIGATIONS OF SERIES
2007-B2 HOLDERS


 


Section 4.01       Conditions
Precedent to Obligations of Series 2007-B2 Holders to Purchase Series 2007-B2
Notes.  The Indenture Trustee shall
not authenticate the Series 2007-B2 Notes unless (a) all conditions
to the issuance of the Series 2007-B2 Notes set forth in Section 3.01
of the Series 2007-B2 Note Purchase Agreement shall have been satisfied,
and (b) WEST shall have delivered a certificate to the Indenture Trustee
to the effect that all conditions set forth in Section 3.01 of the Series 2007-B2
Note Purchase Agreement have been satisfied.


 


Section 4.02       Conditions
Precedent to Obligations of Series 2007-B2 Holders to Make Series 2007-B2
Loans.  The obligations of the Series 2007-B2
Holders to make the Series 2007-B2 Loans to WEST under this Supplement and
the Series 2007-B2 Note Purchase Agreement on any Funding Date on
and after the Effective Date are
subject to the conditions precedent set forth in Section 3.02 of the Series 2007-B2
Note Purchase Agreement.


 


Section 4.03       Deposit and Disbursement of Series 2007-B2 Loans.  The Administrative Agent may direct the
Indenture Trustee, in writing, to apply the proceeds of the Series 2007-B2
Loan made on any Funding Date that is a Payment Date as a Collections Loan and
to retain such Collections Loan in the Collections Account for inclusion in the
Available Collections Amount on such Payment Date.  Except to the extent that any
Series 2007-B2 Loans made on any Funding Date constitute Collections Loans
in accordance with the preceding sentence, such Series 2007-B2 Loans shall
constitute Warehouse Loans, and the Administrative Agent shall direct the
Indenture Trustee, in writing, to deposit such Warehouse Loans in the Engine
Acquisition Account in accordance with such written direction, to be disbursed
in accordance with Section 3.03 of the Indenture, subject to satisfaction
or waiver of the conditions precedent set forth in Sections 3.03 and 3.04 of
the Series 2007-B2 Note Purchase Agreement.


 


ARTICLE V


 


REPRESENTATIONS WARRANTIES AND COVENANTS


 


Section 5.01       Indenture
Representations and Warranties.  To
induce the Series 2007-B2 Holders to purchase the Series 2007-B2
Notes hereunder and to make the Series 2007-B2 Loans from time to time, WEST hereby
makes to the Indenture Trustee for the benefit of the Series 2007-B2
Holders as of the Effective Date and as of each Funding Date all of the
representations and warranties set forth in Section 5.01 of the Indenture.


 


Section 5.02       Additional
Representations and Warranties.  To
induce the Series 2007-B2 Holders to purchase the Series 2007-B2
Notes hereunder and to make the Series 2007-B2 Loans from time to time,
WEST hereby makes to the Indenture Trustee for the benefit of the Series


 


20

















 


2007-B2 Holders each of the following additional representations and
warranties as of the Effective Date:


 


(a)      Power and Authority.  WEST has the power and is duly authorized to
execute and deliver this Supplement and the other Series 2007-B2
Transaction Documents to which it is a party, WEST is and will continue to be
duly authorized to borrow monies hereunder, and WEST is and will continue to be
authorized to perform its obligations under this Supplement and under the other
Series 2007-B2 Transaction Documents. 
The execution, delivery and performance by WEST of this Supplement and
the other Series 2007-B2 Transaction Documents to which it is a party and
the borrowings hereunder do not and will not require any consent or approval of
any Governmental Authority, stockholder or any other Person which has not
already been obtained.


 


(b)     No Conflict; No Default.  The execution, delivery and performance of
this Supplement and each of the Series 2007-B2 Transaction Documents and
the execution, delivery and payment of the Series 2007-B2 Notes will not: (a) contravene
any provision of WEST’s declaration of trust and the Trust Agreement; (b) contravene,
conflict with or violate any Applicable Law or regulation, or any order, writ,
judgment, injunction, decree, determination or award of any Governmental
Authority; or (c) materially violate or result in the breach of; or
constitute a default under any indenture or other loan or credit agreement, or
other agreement or instrument to which WEST is a party or by which WEST, or its
property and assets may be bound or affected.


 


(c)      Validity and Binding
Effect.  This Supplement is, and each
Series 2007-B2 Transaction Document to which WEST is a party, when duly
executed and delivered, will be, legal, valid and binding obligations of WEST,
enforceable against WEST in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditors’ rights or by
general principles of equity limiting the availability of equitable remedies.


 


Section 5.03       Covenants.  To induce the Series 2007-B2 Holders to
purchase the Series 2007-B2 Notes hereunder and to make Series 2007-B2
Loans from time to time, WEST hereby covenants with the Indenture Trustee for
the benefit of the Series 2007-B2 Holders as follows:


 


(a)      Issuance of Series of
Additional Notes.  In addition to the
condition precedent set forth in Section 2.10 of the Indenture, it shall
be an additional condition precedent to the issuance of each Series of
Additional Notes issued by WEST while the Series 2007-B2 Notes are
outstanding, that: (1) the principal balance of such Series of
Additional Notes (A) shall be amortized on a level basis over a period of
not less than fifteen (15) years for Scheduled Principal Payment Amounts on any
Series B Notes, or (B) if not amortized on a level basis (x) have
a weighted average life that is not less than the remaining weighted average
life of any Series of Notes then outstanding and (y) provide for
Scheduled Principal Payment Amounts during the period of such remaining
weighted average life that are not more than the Scheduled Principal Payment
Amounts that would be payable under the level amortization described in clause
(A), provided that such requirements shall
not apply to any Series of Additional Notes that is a Series of
Warehouse Notes until a Conversion Event occurs with respect to such Warehouse
Notes; and (2) all Scheduled Principal Payment Amounts owing on or prior
to the Series


 


21

















 


Issuance Date on the Series 2007-B2 Notes shall have been paid in
full as of the issuance date of such Series of Additional Notes.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


Section 6.01       Ratification
of Indenture.  As supplemented by this
Supplement, the Indenture is in all respects ratified and confirmed and the
Indenture as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.


 


Section 6.02       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 6.03       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 6.04       Notices
to Rating Agencies.  Whenever any
notice or other communication is required to be given to the Rating Agencies
pursuant to the Indenture or this Supplement, such notice or communication
shall be delivered as follows: (i) to Moody’s at Moody’s Investors Service, Inc.,
99 Church Street, New York, New York 10004, Attention: Monitoring Group and (ii) if
to Fitch at One State Street Plaza, New York, New York 10004, Attention: ABS
Monitoring Group — Equipment Leases. Any rights to notices conveyed to a Rating
Agency pursuant to the terms of this Supplement shall terminate immediately if
such Rating Agency no longer has a rating outstanding with respect to the Series 2007-B2
Notes.


 


Section 6.05       Statutory
References.  References in this
Supplement and any other Series 2007-B2 Transaction Document to any
section of the Uniform Commercial Code or the UCC shall mean, on or after the
effective date of adoption of any revision to the Uniform Commercial Code or
the UCC in the applicable jurisdiction, such revised or successor section
thereto.


 


Section 6.06       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


 


22

















 


Indenture Trustee and, except with
respect to the matters set forth in (and subject to the terms of) Sections 9.01
and 10.02 of the Indenture, only with the prior written consent of the Majority
of Holders or, with respect to the matters set forth in Section 9.02(a) of
the Indenture, the prior written consent of the Holders of all Series 2007-B2
Notes then Outstanding.


 


Section 6.07       Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES 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 OR ANY OTHER SERIES
2007-B2 TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


Section 6.08       Appointment of Representative.  The Majority of Holders shall be authorized
to appoint a representative to act on their behalf with such authority as shall
be provided in such appointment, provided that, such authority shall not extend
to the taking of any action under the Related Documents requiring the consent
of all Series 2007-B2
Holders.


 


[Signature page follows.]


 


23

















 


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, as issuer of
  Series 2007-B2 Notes

  
	
   

  	
  By:

  	
  /s/ Bradley S. Forsyth

  
	
   

  	
   

  	
  Name: Bradley S.
  Forsyth

  
	
   

  	
   

  	
  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/ Aranka R. Paul

  
	
   

  	
   

  	
  Name: Aranka R. Paul

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  



 

















 


EXHIBIT A


to SERIES 2007-B2
SUPPLEMENT


 


FORM OF SERIES 2007-B2 NOTE


 


Except as specified in Section 2.12(f) of the Indenture, each 144A
Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note
issued in reliance on Section 4(2) of the Securities Act (and all
Notes issued in exchange therefor or upon registration of transfer or
substitution thereof) shall bear the following legend on the face thereof:


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY
SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL “ACCREDITED
INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”)
OR (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT BEFORE
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST
DATE THAT WILLIS ENGINE SECURITIZATION TRUST, A DELAWARE STATUTORY TRUST (“WEST”),
OR ANY OF ITS AFFILIATES OWNED THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO WEST OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO
AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
THE INDENTURE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE INDENTURE TRUSTEE) AND AN OPINION OF
COUNSEL ACCEPTABLE TO WEST THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND, IN EACH OF CASES (A) THROUGH (F) ABOVE,
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TWO-YEAR PERIOD REFERRED
TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON


 


A-1

















 


THE TRANSFER NOTICE ATTACHED HERETO AND SUBMIT SUCH
TRANSFER NOTICE TO THE INDENTURE TRUSTEE. 
IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IF
THE TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH
RULE 144 UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE INDENTURE TRUSTEE AND WEST SUCH CERTIFICATIONS, LEGAL OPINIONS
OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. 
THE INDENTURE CONTAINS A PROVISION REQUIRING THE INDENTURE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS.


 


Each Book-Entry Note shall also bear the following
legend on the face thereof:


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO WEST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


TRANSFERS OF THIS BOOK-ENTRY NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
BOOK-ENTRY NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.12 OF THE INDENTURE.


 


A-2

















 


WILLIS ENGINE SECURITIZATION TRUST


 


SERIES 2007-B2
FLOATING RATE SECURED NOTE


 


$[XX]                                                                                                                                                      CUSIP
No.:                       


                                                                                                                                                                                                 No.     


                                                                                                                                                                           December 13,
2007


 


KNOW ALL PERSONS BY THESE
PRESENTS that WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), for value received, hereby promises to pay to
[                              ],
or registered assigns, at the principal corporate trust office of the Indenture
Trustee named below, (i) the principal amount of the Series 2007-B2
Loans made by the holder hereof to WEST in an amount up to the Maximum
Principal Balance of                 
Dollars ($                ),
which principal amount shall be payable on each Payment Date on the dates and
in the amounts set forth in the Indenture, dated as of August 9, 2005 and
amended and restated as of December 13, 2007 (as amended, restated or otherwise
modified from time to time, the “Indenture”),
and the Series 2007-B2
Supplement, dated as of December 13, 2007 (as amended, restated or otherwise
modified from time to time, the “Series 2007-B2 Supplement”),
each between WEST and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”), and (ii) interest
on the outstanding principal amount of this Series 2007-B2 Floating Rate
Secured Note (this “Series 2007-B2 Note”) on the
dates and in the amounts set forth in the Indenture and the Series 2007-B2 Supplement. Capitalized
terms not otherwise defined herein will have the meaning set forth in the
Indenture and the Series 2007-B2 Supplement.


 


Payment of the principal
of, interest on and Increased Costs for this Series 2007-B2 Note shall be made in
lawful money of the United States of America which at the time of payment is
legal tender for payment of public and private debts. The principal balance of,
and interest on, this Series 2007-B2
Note and any Increased Costs are payable at the times and in the amounts set
forth in the Indenture and the Series 2007-B2 Supplement by wire transfer of immediately available
funds to the account designated by the Holder of record on the related Record
Date.


 


This Series 2007-B2 Note is one of the
authorized notes identified in the title hereto and issued pursuant to the
Indenture and the Series 2007-B2
Supplement.


 


The Series 2007-B2 Notes shall be an
obligation of WEST and shall be secured by the Collateral, all as defined in,
and subject to limitations set forth in, the Indenture.


 


This Series 2007-B2 Note is transferable as
provided in the Indenture and the Series 2007-B2 Supplement, subject to certain limitations therein
contained, only upon the books for registration and transfer kept by the
Indenture Trustee, and only upon surrender of this Series 2007-B2 Note for
transfer to the Indenture Trustee duly endorsed by, or accompanied by a written
instrument of transfer and an assumption of the obligation of the transferor to
make the Series 2007-B2
Loans in form reasonably satisfactory to the Indenture Trustee duly
executed by, the registered Holder hereof or his attorney duly authorized in
writing.  The Indenture Trustee shall not
recognize any transfer of this Series 2007-B2 Note prior to the occurrence of a


 


A-3

















 


Conversion Event, unless
the transferee meets the requirements for an Eligible Transferee in the Series 2007-B2 Supplement and agrees to
make the Series 2007-B2
Loans up to an amount equal to the excess of the Maximum Principal
Balance of this Series 2007-B2
Note at the time of transfer over the Outstanding Principal Balance of this Series 2007-B2
Note at such time. The Indenture Trustee or WEST may require payment by the
Holder of a sum sufficient to cover any tax expense or other governmental
charge payable in connection with any transfer or exchange of the Series 2007-B2 Notes.


 


WEST, the Indenture
Trustee and any other agent of WEST may treat the Person in whose name this Series 2007-B2 Note is registered as the
absolute owner hereof for all purposes, and neither WEST, the Indenture
Trustee, nor any other such agent shall be affected by notice to the contrary.


 


The Series 2007-B2 Notes are subject to
Optional Redemption, at the times and subject to the conditions set forth in
the Indenture and the Series 2007-B2
Supplement.


 


If an Event of Default
under the Indenture shall occur and be continuing, the principal of and accrued
interest on this Series 2007-B2 Note may be declared to be due and payable in the manner
and with the effect provided in the Indenture and the Series 2007-B2 Supplement.


 


The Indenture permits,
with certain exceptions as therein provided, the issuance of supplemental
indentures with the consent of the Requisite Majority, in certain specifically
described instances. Any consent given by the Requisite Majority shall be
conclusive and binding upon the Holder of this Series 2007-B2 Note and on all future
holders of this Series 2007-B2
Note and of any Series 2007-B2
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series 2007-B2
Note. Supplements and amendments to the Indenture and the Series 2007-B2 Supplement may be made
only to the extent and in circumstances permitted by the Indenture and the Series 2007-B2 Supplement.


 


The Holder of this Series 2007-B2 Note shall have no right
to enforce the provisions of the Indenture and the Series 2007-B2 Supplement or to
institute action to enforce the covenants, or to take any action with respect
to a default under the Indenture and the Series 2007-B2 Supplement, or to institute, appear in or defend any
suit or other proceedings with respect thereto, except as provided under
certain circumstances described in the Indenture and the Series 2007-B2 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2007-B2 Supplement shall affect or impair any right of
enforcement conferred on the Holder hereof to enforce any payment of the
principal of and interest on this Series 2007-B2 Note on or after the due date thereof; provided  further, however, that by acceptance hereof the Holder is deemed to
have covenanted and agreed that it will not institute against WEST any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any applicable bankruptcy or similar law, at any
time other than at such time as permitted by the Indenture and the Series 2007-B2 Supplement.


 


The indebtedness evidenced by the Notes issued under the Series 2007-B2
Supplement is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Claims (as defined in the Indenture), and this Series 2007-B2 Note
is issued subject to such provisions. Each Holder of this Series 2007-B2


 


A-4

















 


Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Indenture Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture, and (c) appoints the Indenture
Trustee his attorney-in-fact for such purpose.


 


The maturity of this Series 2007-B2 Note is subject to acceleration
upon the occurrence and during the continuance of the Events of Default
specified in the Indenture. The Holders of the Notes issued under the Series 2007-B2
Supplement shall not be permitted to deliver a Default Notice or to exercise
any remedy in respect of any such Event of Default until all interest on and
principal of the Series A Notes have been paid in full.


 


The Holder of this Series 2007-B2 Note agrees, by acceptance
hereof, to pay over to the Administrative Agent any money (including principal,
premium and interest) paid to it in respect of this Series 2007-B2 Note in
the event that the Indenture Trustee, acting in good faith, determines
subsequently that such monies were not paid in accordance with the priority of
payment provisions of the Indenture or as a result of any other mistake of fact
or law on the part of the Administrative Agent in making such payment.


 


The subordination provisions contained in Section 3.14 and Article XI
of the Indenture may not be amended or modified without the consent of each
Hedge Counterparty, each Holder of the subclass affected thereby and each
Holder of any subclass of Notes ranking senior thereto.


 


The Indenture also contains provisions
permitting the Holders of Notes representing a majority of the Outstanding
Principal Balance of the Senior Series of Notes to waive compliance by
WEST with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon all present and future Holders of this Series 2007-B2
Note and of any Series 2007-B2 Note issued upon the registration of
transfer of, in exchange or in lieu of or upon the refinancing of this Series 2007-B2
Note, whether or not notation of such consent or waiver is made upon this Series 2007-B2
Note.


 


This Series 2007-B2 Note, and the rights and
obligations of the parties hereunder, shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without
giving effect to principles of conflict of laws, other than Sections 5-1401 and
5-1402 of the New York General Obligations Laws.


 


All terms and provisions
of the Indenture and the Series 2007-B2 Supplement are herein incorporated by reference as if
set forth herein in their entirety.


 


IT IS HEREBY CERTIFIED,
RECITED AND DECLARED, that all acts, conditions and things required to exist,
happen and be performed precedent to the execution and delivery of the
Indenture and the Series 2007-B2 Supplement and the issuance of this Series 2007-B2
Note and the issue of which it is a part, do exist, have happened and have been
timely performed in regular form and manner as required by law.


 


Unless the certificate of
authentication hereon has been executed by the Indenture Trustee by manual
signature of one of its Responsible Officers, this Series 2007-B2 Note shall not be


 


A-5

















 


entitled to any benefit
under the Indenture and the Series 2007-B2 Supplement, or be valid or
obligatory for any purpose.


 


IN WITNESS WHEREOF, WEST
has caused this Series 2007-B2 Note to be duly executed by its duly authorized
representative, as of the date first set above.


 


	
   

  	
  WILLIS ENGINE
  SECURITIZATION

  
	
   

  	
  TRUST, as issuer of
  Series 2007-B2 Notes

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This Note is one of the Series 2007-B2 Notes described in the
within-mentioned Series 2007-B2
Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
  AMERICAS, not in its
  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-6
















 


Schedule A to Series 2007-B2 Note


 


Aggregate principal
amount of any Series 2007-B2 Note issued in exchange for a portion or portions hereof
and any portion or portions of any Series 2007-B2 Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Repaid

  	
   

  	
  Remaining Principal Amount

  of this Series 2007-B2 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-7

















 


TRANSFER NOTICE


 


FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto


 


 


Taxpayer identification No.


 


Address:


 


 


 


the within Series 2007-B2 Note and all rights thereunder, hereby
irrevocably constituting and appointing                                                             
attorney to transfer said Series 2007-B2 Note on the books of WEST with
full power of substitution in the premises.


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTE: The signature to
  this assignment must correspond with the name as written upon the face of the
  within-mentioned instrument in every particular, without alteration or any
  change whatsoever.

  
					



 


A-8

















 


In connection with any transfer of this Series 2007-B2 Note occurring
prior to the date which is the earlier of the end of the period referred to in Rule 144(k) under
the Securities Act, the undersigned confirms that without utilizing any general
solicitation or general advertising:


 


{Check One}


 


{ } (a) this Series 2007-B2 Note is being transferred in
compliance with the exemption from registration under the Securities Act
provided by Rule 144A thereunder;


 


or


 


{ } (b) this Series 2007-B2 Note is being transferred other
than in accordance with (a) above and documents are being furnished which
comply with the conditions of transfer set forth in this Series 2007-B2
Note and the Indenture.


 


If none of the foregoing boxes is checked, the Indenture Trustee or
other Note Registrar shall not be obligated to register this Series 2007-B2
Note in the name of any Person other than the Holder hereof unless and until
the conditions to any such transfer of registration set forth herein and in Section 2.12
of the Indenture shall have been satisfied.


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTE: The signature to
  this assignment must correspond with the name as written upon the face of the
  within-mentioned instrument in every particular, without alteration or any
  change whatsoever. 

  
					



 


A-9

















 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED: The
undersigned represents and warrants that it is purchasing this Series 2007-B2
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities
Act and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding WEST as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


A-10

















 


SCHEDULE 1


to SERIES 2007-B2
SUPPLEMENT


 


SCHEDULED TARGETED
PRINCIPAL BALANCES


 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-B2 Notes

  	
   

  
	
  1

  	
   

  	
  99.444444

  	
  %

  
	
  2

  	
   

  	
  98.888889

  	
  %

  
	
  3

  	
   

  	
  98.333333

  	
  %

  
	
  4

  	
   

  	
  97.777778

  	
  %

  
	
  5

  	
   

  	
  97.222222

  	
  %

  
	
  6

  	
   

  	
  96.666667

  	
  %

  
	
  7

  	
   

  	
  96.111111

  	
  %

  
	
  8

  	
   

  	
  95.555556

  	
  %

  
	
  9

  	
   

  	
  95.000000

  	
  %

  
	
  10

  	
   

  	
  94.444444

  	
  %

  
	
  11

  	
   

  	
  93.888889

  	
  %

  
	
  12

  	
   

  	
  93.333333

  	
  %

  
	
  13

  	
   

  	
  92.777778

  	
  %

  
	
  14

  	
   

  	
  92.222222

  	
  %

  
	
  15

  	
   

  	
  91.666667

  	
  %

  
	
  16

  	
   

  	
  91.111111

  	
  %

  
	
  17

  	
   

  	
  90.555556

  	
  %

  
	
  18

  	
   

  	
  90.000000

  	
  %

  
	
  19

  	
   

  	
  89.444444

  	
  %

  
	
  20

  	
   

  	
  88.888889

  	
  %

  
	
  21

  	
   

  	
  88.333333

  	
  %

  
	
  22

  	
   

  	
  87.777778

  	
  %

  
	
  23

  	
   

  	
  87.222222

  	
  %

  
	
  24

  	
   

  	
  86.666667

  	
  %

  
	
  25

  	
   

  	
  86.111111

  	
  %

  
	
  26

  	
   

  	
  85.555556

  	
  %

  
	
  27

  	
   

  	
  85.000000

  	
  %

  
	
  28

  	
   

  	
  84.444444

  	
  %

  
	
  29

  	
   

  	
  83.888889

  	
  %

  
	
  30

  	
   

  	
  83.333333

  	
  %

  
	
  31

  	
   

  	
  82.777778

  	
  %

  
	
  32

  	
   

  	
  82.222222

  	
  %

  
	
  33

  	
   

  	
  81.666667

  	
  %

  
	
  34

  	
   

  	
  81.111111

  	
  %

  
	
  35

  	
   

  	
  80.555556

  	
  %

  
	
  36

  	
   

  	
  80.000000

  	
  %

  
	
  37

  	
   

  	
  79.444444

  	
  %

  
	
  38

  	
   

  	
  78.888889

  	
  %

  
	
  39

  	
   

  	
  78.333333

  	
  %

  
	
  40

  	
   

  	
  77.777778

  	
  %

  
	
  41

  	
   

  	
  77.222222

  	
  %

  
	
  42

  	
   

  	
  76.666667

  	
  %

  
	
  43

  	
   

  	
  76.111111

  	
  %

  
	
  44

  	
   

  	
  75.555556

  	
  %

  
	
  45

  	
   

  	
  75.000000

  	
  %

  
	
  46

  	
   

  	
  74.444444

  	
  %

  



 


1

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-B2 Notes

  	
   

  
	
  47

  	
   

  	
  73.888889

  	
  %

  
	
  48

  	
   

  	
  73.333333

  	
  %

  
	
  49

  	
   

  	
  72.777778

  	
  %

  
	
  50

  	
   

  	
  72.222222

  	
  %

  
	
  51

  	
   

  	
  71.666667

  	
  %

  
	
  52

  	
   

  	
  71.111111

  	
  %

  
	
  53

  	
   

  	
  70.555556

  	
  %

  
	
  54

  	
   

  	
  70.000000

  	
  %

  
	
  55

  	
   

  	
  69.444444

  	
  %

  
	
  56

  	
   

  	
  68.888889

  	
  %

  
	
  57

  	
   

  	
  68.333333

  	
  %

  
	
  58

  	
   

  	
  67.777778

  	
  %

  
	
  59

  	
   

  	
  67.222222

  	
  %

  
	
  60

  	
   

  	
  66.666667

  	
  %

  
	
  61

  	
   

  	
  66.111111

  	
  %

  
	
  62

  	
   

  	
  65.555556

  	
  %

  
	
  63

  	
   

  	
  65.000000

  	
  %

  
	
  64

  	
   

  	
  64.444444

  	
  %

  
	
  65

  	
   

  	
  63.888889

  	
  %

  
	
  66

  	
   

  	
  63.333333

  	
  %

  
	
  67

  	
   

  	
  62.777778

  	
  %

  
	
  68

  	
   

  	
  62.222222

  	
  %

  
	
  69

  	
   

  	
  61.666667

  	
  %

  
	
  70

  	
   

  	
  61.111111

  	
  %

  
	
  71

  	
   

  	
  60.555556

  	
  %

  
	
  72

  	
   

  	
  60.000000

  	
  %

  
	
  73

  	
   

  	
  59.444444

  	
  %

  
	
  74

  	
   

  	
  58.888889

  	
  %

  
	
  75

  	
   

  	
  58.333333

  	
  %

  
	
  76

  	
   

  	
  57.777778

  	
  %

  
	
  77

  	
   

  	
  57.222222

  	
  %

  
	
  78

  	
   

  	
  56.666667

  	
  %

  
	
  79

  	
   

  	
  56.111111

  	
  %

  
	
  80

  	
   

  	
  55.555556

  	
  %

  
	
  81

  	
   

  	
  55.000000

  	
  %

  
	
  82

  	
   

  	
  54.444444

  	
  %

  
	
  83

  	
   

  	
  53.888889

  	
  %

  
	
  84

  	
   

  	
  53.333333

  	
  %

  
	
  85

  	
   

  	
  52.777778

  	
  %

  
	
  86

  	
   

  	
  52.222222

  	
  %

  
	
  87

  	
   

  	
  51.666667

  	
  %

  
	
  88

  	
   

  	
  51.111111

  	
  %

  
	
  89

  	
   

  	
  50.555556

  	
  %

  
	
  90

  	
   

  	
  50.000000

  	
  %

  
	
  91

  	
   

  	
  49.444444

  	
  %

  
	
  92

  	
   

  	
  48.888889

  	
  %

  
	
  93

  	
   

  	
  48.333333

  	
  %

  
	
  94

  	
   

  	
  47.777778

  	
  %

  
	
  95

  	
   

  	
  47.222222

  	
  %

  
	
  96

  	
   

  	
  46.666667

  	
  %

  
	
  97

  	
   

  	
  46.111111

  	
  %

  
	
  98

  	
   

  	
  45.555556

  	
  %

  
	
  99

  	
   

  	
  45.000000

  	
  %

  



 


2

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-B2 Notes

  	
   

  
	
  100

  	
   

  	
  44.444444

  	
  %

  
	
  101

  	
   

  	
  43.888889

  	
  %

  
	
  102

  	
   

  	
  43.333333

  	
  %

  
	
  103

  	
   

  	
  42.777778

  	
  %

  
	
  104

  	
   

  	
  42.222222

  	
  %

  
	
  105

  	
   

  	
  41.666667

  	
  %

  
	
  106

  	
   

  	
  41.111111

  	
  %

  
	
  107

  	
   

  	
  40.555556

  	
  %

  
	
  108

  	
   

  	
  40.000000

  	
  %

  
	
  109

  	
   

  	
  39.444444

  	
  %

  
	
  110

  	
   

  	
  38.888889

  	
  %

  
	
  111

  	
   

  	
  38.333333

  	
  %

  
	
  112

  	
   

  	
  37.777778

  	
  %

  
	
  113

  	
   

  	
  37.222222

  	
  %

  
	
  114

  	
   

  	
  36.666667

  	
  %

  
	
  115

  	
   

  	
  36.111111

  	
  %

  
	
  116

  	
   

  	
  35.555556

  	
  %

  
	
  117

  	
   

  	
  35.000000

  	
  %

  
	
  118

  	
   

  	
  34.444444

  	
  %

  
	
  119

  	
   

  	
  33.888889

  	
  %

  
	
  120

  	
   

  	
  33.333333

  	
  %

  
	
  121

  	
   

  	
  32.777778

  	
  %

  
	
  122

  	
   

  	
  32.222222

  	
  %

  
	
  123

  	
   

  	
  31.666667

  	
  %

  
	
  124

  	
   

  	
  31.111111

  	
  %

  
	
  125

  	
   

  	
  30.555556

  	
  %

  
	
  126

  	
   

  	
  30.000000

  	
  %

  
	
  127

  	
   

  	
  29.444444

  	
  %

  
	
  128

  	
   

  	
  28.888889

  	
  %

  
	
  129

  	
   

  	
  28.333333

  	
  %

  
	
  130

  	
   

  	
  27.777778

  	
  %

  
	
  131

  	
   

  	
  27.222222

  	
  %

  
	
  132

  	
   

  	
  26.666667

  	
  %

  
	
  133

  	
   

  	
  26.111111

  	
  %

  
	
  134

  	
   

  	
  25.555556

  	
  %

  
	
  135

  	
   

  	
  25.000000

  	
  %

  
	
  136

  	
   

  	
  24.444444

  	
  %

  
	
  137

  	
   

  	
  23.888889

  	
  %

  
	
  138

  	
   

  	
  23.333333

  	
  %

  
	
  139

  	
   

  	
  22.777778

  	
  %

  
	
  140

  	
   

  	
  22.222222

  	
  %

  
	
  141

  	
   

  	
  21.666667

  	
  %

  
	
  142

  	
   

  	
  21.111111

  	
  %

  
	
  143

  	
   

  	
  20.555556

  	
  %

  
	
  144

  	
   

  	
  20.000000

  	
  %

  
	
  145

  	
   

  	
  19.444444

  	
  %

  
	
  146

  	
   

  	
  18.888889

  	
  %

  
	
  147

  	
   

  	
  18.333333

  	
  %

  
	
  148

  	
   

  	
  17.777778

  	
  %

  
	
  149

  	
   

  	
  17.222222

  	
  %

  
	
  150

  	
   

  	
  16.666667

  	
  %

  
	
  151

  	
   

  	
  16.111111

  	
  %

  
	
  152

  	
   

  	
  15.555556

  	
  %

  



 


3

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-B2 Notes

  	
   

  
	
  153

  	
   

  	
  15.000000

  	
  %

  
	
  154

  	
   

  	
  14.444444

  	
  %

  
	
  155

  	
   

  	
  13.888889

  	
  %

  
	
  156

  	
   

  	
  13.333333

  	
  %

  
	
  157

  	
   

  	
  12.777778

  	
  %

  
	
  158

  	
   

  	
  12.222222

  	
  %

  
	
  159

  	
   

  	
  11.666667

  	
  %

  
	
  160

  	
   

  	
  11.111111

  	
  %

  
	
  161

  	
   

  	
  10.555556

  	
  %

  
	
  162

  	
   

  	
  10.000000

  	
  %

  
	
  163

  	
   

  	
  9.444444

  	
  %

  
	
  164

  	
   

  	
  8.888889

  	
  %

  
	
  165

  	
   

  	
  8.333333

  	
  %

  
	
  166

  	
   

  	
  7.777778

  	
  %

  
	
  167

  	
   

  	
  7.222222

  	
  %

  
	
  168

  	
   

  	
  6.666667

  	
  %

  
	
  169

  	
   

  	
  6.111111

  	
  %

  
	
  170

  	
   

  	
  5.555556

  	
  %

  
	
  171

  	
   

  	
  5.000000

  	
  %

  
	
  172

  	
   

  	
  4.444444

  	
  %

  
	
  173

  	
   

  	
  3.888889

  	
  %

  
	
  174

  	
   

  	
  3.333333

  	
  %

  
	
  175

  	
   

  	
  2.777778

  	
  %

  
	
  176

  	
   

  	
  2.222222

  	
  %

  
	
  177

  	
   

  	
  1.666667

  	
  %

  
	
  178

  	
   

  	
  1.111111

  	
  %

  
	
  179

  	
   

  	
  0.555556

  	
  %

  
	
  180

  	
   

  	
  0.000000

  	
  %

  



 


4

















 


SCHEDULE 2


to SERIES 2007-B2
SUPPLEMENT


 


MAXIMUM COMMITMENTS OF SERIES 2007-B2 HOLDERS


 


	
  Names of Series 2007-B2 Holders

  	
   

  	
  Individual Maximum Commitments of

  Series 2007-B2 Holders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CALYON NEW YORK BRANCH

  	
   

  	
  $

  	
  13,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

  	
   

  	
  $

  	
  1,875,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BAYERISCHE
  LANDESBANK

  	
   

  	
  $

  	
  9,375,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  25,000,000

  	
   

  



 


1