Exhibit 10.21


 


EXECUTION VERSION




 





 


 


WILLIS ENGINE SECURITIZATION TRUST,


as issuer of Series 2007-A2 Notes,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


as Indenture Trustee


 






 


SERIES 2007-A2 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-A2 NOTES


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS; CALCULATION GUIDELINES

  
	
   

  
	
  Section 1.01

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  	
   

  
	
  CREATION OF THE SERIES 2007-A2 NOTES

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Designation

  	
   

  	
  7

  
	
  Section 2.02

  	
  Authentication and Delivery

  	
   

  	
  8

  
	
  Section 2.03

  	
  Series 2007-A2 Loans

  	
   

  	
  9

  
	
  Section 2.04

  	
  Interest Payments; Commitment Fee

  	
   

  	
  11

  
	
  Section 2.05

  	
  Payments of Principal

  	
   

  	
  12

  
	
  Section 2.06

  	
  Series 2007-A2 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

  	
   

  	
  16

  
	
  Section 2.12

  	
  Restrictions on Transfer

  	
   

  	
  17

  
	
  Section 2.13

  	
  Payment Date Schedule

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  SERIES 2007-A2 SERIES ACCOUNT, ALLOCATION
  AND

  
	
  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Series 2007-A2
  Series Account

  	
   

  	
  17

  
	
  Section 3.02

  	
  Distributions from Series 2007-A2
  Series Account

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  CONDITIONS PRECEDENT TO OBLIGATIONS OF
  SERIES 2007-A2 HOLDERS

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Conditions Precedent to Obligations of
  Series 2007-A2 Holders to Purchase Series 2007-A2 Notes

  	
   

  	
  20

  
	
  Section 4.02

  	
  Conditions Precedent to Obligations of
  Series 2007-A2 Holders to Make Series 2007-A2 Loans

  	
   

  	
  20

  
	
  Section 4.03

  	
  Deposit and Disbursement of
  Series 2007-A2 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-A2 Note

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  Minimum Targeted Principal Balance by Payment Date

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  Scheduled Targeted Principal Balance by Payment Date

  	
   

  	
   

  
	
  SCHEDULE 3

  	
  Maximum Commitments of Series 2007-A2 Holders

  	
   

  	
   

  



 


ii

















 


This
SERIES 2007-A2 SUPPLEMENT, dated as of December 13, 2007 (as amended,
modified or supplemented from time to time, this “Supplement”
or the “Series 2007-A2 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-A2 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-A2
Notes, interest at the Series 2007-A2 Stated Rate on the aggregate amount
of any unpaid interest on the Series 2007-A2 Notes (including any unpaid
portion of any Stated 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-A2
Notes, an amount equal to the Additional Interest for the Series 2007-A2
Notes on the aggregate amount of unpaid interest (including any unpaid portion
of any Stated Interest Amount, Conversion Step-Up Interest Amount and
Additional Interest Amount for the Series 2007-A2 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-A2 Notes on any
prior Payment Date.  The amount described
in the preceding sentence constitutes the Additional Interest Amount for the Series 2007-A2
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-A2 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 Series 2007-A2 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-A2 Note Purchase Agreement,
pursuant to which the transferee of a Series 2007-A2 Note agrees to make Series 2007-A2
Loans to the extent of the Unused Commitment allocable to the Series 2007-A2
Note that is transferred to such transferee.


 


“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-A2 Loans made pursuant to Section 3.18 of the
Indenture, this Supplement and the Series 2007-A2 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-A2
Holders, an amount equal to the accrued and unpaid Commitment Fee as of such
Payment Date.  The Commitment Fee Amount
described in the preceding sentence constitutes the Commitment Fee Amount for
the Series 2007-A2 Notes for purposes of Sections 3.13 and 3.14 of the
Indenture.


 


“Conversion Date” means, for the Series 2007-A2
Notes, December 15, 2010.


 


“Conversion Step-Up Interest” means, for the Series 2007-A2
Notes, interest at the Series 2007-A2 Conversion Step-Up Interest Rate on
the Outstanding Principal Balance of the Series 2007-A2 Notes after the
occurrence of a Conversion Event with respect to the Series 2007-A2 Notes,
for the Interest Accrual Period ending on (but excluding) a Payment Date
occurring on or after the occurrence of such Conversion Event.


 


“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-A2 Notes, an amount equal to the accrued
and unpaid Conversion Step-Up Interest. The amount described in the 


 


2

















 


preceding sentence constitutes the Conversion
Step-Up Interest Amount for the Series 2007-A2 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-A2 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-A2 Holder, or (ii) any other then existing
Series 2007-A2 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-A2 Loans to WEST up
to the Unused Commitment in respect of the Series 2007-A2 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-A2
Holder, any of the following: (i) a determination by a Series 2007-A2
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-A2
Loan for such Interest Accrual Period; (ii) a determination by a Series 2007-A2
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-A2 Holder of making, funding or maintaining any Series 2007-A2
Loan for such Interest Accrual Period; or (iii) the inability of a Series 2007-A2
Holder to obtain Dollars in the London interbank market to make, fund or
maintain any Series 2007-A2 Loan for such Interest Accrual Period.


 


“Eurodollar
Reserve Percentage” means, with respect to any Series 2007-A2
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-A2
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.


 


“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 


 


3

















 


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-A2
Loan, the Business Day that is specified in the Funding Request for such Series 2007-A2
Loan in accordance with Section 2.02 of the Series 2007-A2 Note
Purchase Agreement.


 


 “Funding Request” shall have
the meaning specified in the Series 2007-A2 Note Purchase Agreement.


 


“Increased Costs” shall mean, for any Interest Accrual
Period, (a) the aggregate amount payable to all Series 2007-A2
Holders pursuant to Sections 2.08, 2.09, 2.10 and 2.11 of this Supplement and Section 7.1
of the Series 2007-A2 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-A2
Notes, an amount equal to the sum of the Stated Interest Amount, the Conversion
Step-Up Interest Amount and the Additional Interest Amount for the Series 2007-A2
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-A2 Notes, and (b) the portion of the
expenses of Calyon that are allocable to the Series 2007-A2 Notes, as
agreed by WEST and such parties.


 


“Majority of Holders” means, with respect to the Series 2007-A2
Notes as of any date of determination, Series 2007-A2 Holders that,
individually or in the aggregate, own Series 2007-A2 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-A2 Notes.


 


“Maximum Commitment” shall mean (a), for all Series 2007-A2
Holders, $175,000,000 in the aggregate and (b), for each Series 2007-A2
Holder, the amount set forth opposite the name of such Series 2007-A2
Holder in Schedule 3 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.


 


“Minimum Targeted Principal Balance” means, for
the Series 2007-A2 Notes for each Payment Date after a Conversion Event,
the amount set forth for such Payment Date in the schedule of Minimum 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.


 


“Holder Indemnified Amounts” shall mean, for the Series 2007-A2
Holders, (i) all Increased Costs of the Series 2007-A2 Holders and (ii) all
indemnification payments owing by WEST to the Series 2007-A2 Holders
pursuant to Section 7.01 of the Series 2007-A2 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-A2
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-A2
Notes, Fitch and Moody’s.


 


“Redemption Price” shall mean the Outstanding Principal
Balance of the Series 2007-A2 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-A2 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 144A Book Entry Note” means a Series 2007-A2
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-A2 Commitment
Fee Rate” has the meaning given to such term in the Series 2007-A2 Note
Purchase Agreement.


 


“Series 2007-A2 Conversion Step-Up Interest Rate” means one
half of one percent (.50%) per annum.


 


“Series 2007-A2 Definitive Notes” means Series 2007-A2
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-A2 Expected Final Payment Date” means the
thirteenth anniversary of the first Payment Date after the Conversion Date.


 


“Series 2007-A2 Final Maturity Date” means December 15,
2035.


 


5

















 


“Series 2007-A2 Loan” means, individually or in the aggregate,
a loan to WEST by the Holder or Holders of the Series 2007-A2 Notes
pursuant to this Supplement and the Series 2007-A2 Note Purchase
Agreement.


 


 “Series 2007-A2 Holder” means, at any
time of determination for the Series 2007-A2 Notes thereafter, any Person
in whose name a Series 2007-A2 Note is registered in the Register.


 


“Series 2007-A2 Notes” means the Series of Notes
designated as the “Willis Engine Securitization Trust Series 2007-A2
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-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.


 


“Series 2007-A2 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-A2 Stated Rate” means, for
each Series 2007-A2 Loan, an
interest rate per annum equal to the sum of (i) the Adjusted Eurodollar
Rate applicable to such Series 2007-A2 Loan for such Interest Accrual
Period and (ii) one and one-quarter percent (1.25%) 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 the unpaid Series 2007-A2
Loans if (a) on or before the first day of such Interest Accrual Period an
affected Series 2007-A2 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 Indenture Event of Default is then
continuing on the first day of such Interest Accrual Period, or (c) the
then unpaid principal balance of such Series 2007-A2 Loans on the first
day of such Interest Accrual Period is less than Five Million Dollars
($5,000,000).


 


“Series 2007-A2 Transaction Documents” means any and
all of this Supplement, the Series 2007-A2 Notes and the Series 2007-A2
Note Purchase Agreement, as any of the foregoing may from time to time be
amended, modified, supplemented or renewed.


 


“Series 2007-B2 Holders” means, on the Effective Date, each of
the Persons named therein as the initial Series 2007-B2 Holders in the Series 2007-B2
Note Purchase Agreement and, at any time of determination thereafter, any
Person in whose name a Series 2007-B2 Note is registered in the Register.


 


“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, as the same may be amended, modified or supplemented from time to time
in accordance with its terms.


 


6

















 


“Series 2007-B2 Notes” means the notes issued pursuant
to the Series 2007-B2 Note Purchase Agreement and the Series 2007-B2
Supplement.


 


 “Series 2007-B2 Supplement”
means the Series 2007-B2 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 Issuance Date” means, for the Series 2007-A2
Notes, December 13, 2007.


 


“Specified Period” means, for the Series 2007-A2
Notes, one month.


 


“Stated Interest Amount” means, for any Payment Date for the Series 2007-A2
Notes, an amount equal to the sum for each day during the related Interest
Accrual Period of accrued and unpaid interest at the Series 2007-A2 Stated
Rate on the Outstanding Principal Balance of the Series 2007-A2 Notes on
such date.  The amount described in the
preceding sentence constitutes the Stated Interest Amount for the Series 2007-A2
Notes for purposes of Sections 3.13 and 3.14 of the Indenture.


 


“Supplemental Principal Payment Amount” means, for
the Series 2007-A2 Notes on any Payment Date, the amount of a Series A
Supplemental Principal Payment Amount allocated and paid to the holders of the Series 2007-A2
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-A2 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-A2 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-A2
Floating Rate Secured Notes”, referred to herein as the “Series 2007-A2
Notes”. The Series 2007-A2 Notes will be issued with aggregate Maximum
Principal Balances in the amount of $175,000,000 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-A2 Notes is December 13, 2007. 
The Series 2007-A2 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 


 


7

















 


Indenture.  The Series 2007-A2 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-A2 Notes shall be December 15, 2007.


 


(c)           Payments of principal on the Series 2007-A2
Notes shall be made from funds on deposit in the Series 2007-A2 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
Minimum Principal Payment Amount and Scheduled Principal Payment Amounts for
the Series 2007-A2 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-A2
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-A2 Notes to the initial Series 2007-A2
Holders, in accordance with such written directions.


 


(b)           The Series 2007-A2 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-A2 Note Purchase Agreement.


 


(c)           The Series 2007-A2 Notes shall be
represented by one or more Series 2007-A2 Definitive Notes issued to the Series 2007-A2
Holders until the occurrence of a Conversion Event.  After the occurrence of a Conversion Event, a
Series 2007-A2 Holder that is a QIB and that holds all of the Series 2007-A2
Notes or all of the Series 2007-A2 Holders acting jointly may exchange its
or their Series 2007-A2 Definitive Notes for an interest or interests in a
Series 2007-A2 144A Book Entry Note in accordance with the requirements of
the Indenture. WEST shall pay all costs of the Series 2007-A2 Holders
incurred in connection with such exchange and registration.


 


(d)           The Series 2007-A2 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-A2 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-A2 Loans. 
(a)  WEST shall have the right, pursuant to this Supplement and the
Series 2007-A2 Note Purchase Agreement, to borrow Series 2007-A2
Loans from the Series 2007-A2
Holders up to the Maximum Commitment of the Series 2007-A2 Holders, and
each Series 2007-A2 Holder has severally agreed, pursuant to the Series 2007-A2
Note Purchase Agreement, to make Series 2007-A2 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-A2
Note Purchase Agreement.  Each such Series 2007-A2
Loan shall increase the Outstanding Principal Balance of the Series 2007-A2
Note held by such Series 2007-A2 Holder, and each payment of principal to
a Series 2007-A2 Holder in respect of its Series 2007-A2 Note shall
reduce the Outstanding Principal Balance of such Series 2007-A2 Note.  The Indenture Trustee shall maintain a record
of all Series 2007-A2 Loans and repayments made on the Series 2007-A2
Notes and absent manifest error such records shall be conclusive.


 


(b)           Each Funding Request for Series 2007-A2
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-A2
Loan, as of the date of the Funding Request and (2) the representations
and warranties of WEST contained in the Series 2007-A2 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-A2 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-A2 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-A2 Holders,
with a copy to the Indenture Trustee, terminate in whole or reduce in part the
aggregate Maximum Commitments of the Series 2007-A2 Holders and the
Maximum Principal Balances of the Series 2007-A2 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-A2 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-A2 Holders and the Maximum Principal
Balances of the Series 2007-A2 Notes (i) shall be applied pro rata to the
individual Maximum Commitments of the Series 2007-A2 Holders and the
Maximum Principal Balances of the Series 2007-A2 Notes, respectively, and (ii) shall be accompanied by a proportionate
partial reduction of the aggregate Maximum Commitments of the Series 2007-B2
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-A2
Holder having to surrender its Series 2007-A2 Notes in exchange for a new Series 2007-A2
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-A2
Holders to make Series 2007-A2 Loans
and repay the Outstanding Principal Balance of the Series 2007-A2 Notes
for the Redemption Price, upon (A) at least five (5) Business Days’
prior written notice to each Series 2007-A2 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-A2 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-A2 Holder under the Series 2007-A2
Note Purchase Agreement, this Supplement and the Indenture and (c) the
simultaneous termination of the commitments of the Series 2007-B2 Holders
and the payment in full of all amounts owing with respect to the Series 2007-B2
Notes.


 


(f)            If any Series 2007-A2 Holder shall
default on its obligation to make a Series 2007-A2 Loan on any Funding Date, one or more of
the other Series 2007-A2 Holders may elect (but shall not be obligated) to
make the Series 2007-A2 Loan
of the defaulting Series 2007-A2 Holder. 
In such event, the Maximum Principal Balance of the Series 2007-A2
Note held by the defaulting Series 2007-A2 Holder and the Maximum
Commitment of the Series 2007-A2 Holder shall be reduced by the amount of
the Series 2007-A2
Loan so made, and the
Maximum Principal Balance of the Series 2007-A2 Note held by the Series 2007-A2
Holder making such Series 2007-A2 Loan
and the Maximum Commitment of such Series 2007-A2 Holder shall be
increased by the amount of such Series 2007-A2 Loan.


 


(g)           Upon the occurrence of a Conversion
Event, (i) the right of WEST to borrow under the Series 2007-A2 Notes
shall terminate, (ii) Conversion Step-Up Interest shall begin to accrue on
the Outstanding Principal Balance of the Series 2007-A2 Notes as provided
in Section 2.04(a), and (iii) the Outstanding Principal Balance of
the Series 2007-A2 Notes shall become payable as provided in Section 2.05(a) and
(b), provided, however, that, if all of the Series 2007-A2
Holders and Series 2007-B2 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-A2
Holders and Series 2007-B2 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-A2 Holders and Series 2007-B2 Holders
representing 100% of the Outstanding Principal Balance of the Series 2007-A2
Notes and Series 2007-B2 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-A2 Notes. 
Interest shall accrue (i) at the Series 2007-A2 Stated Rate on
the Outstanding Principal Balance of each Series 2007-A2 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-A2 Stated Rate and the Series 2007-A2
Conversion Step-Up Rate on the Outstanding Principal Balance of each Series 2007-A2
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 Stated 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 Stated 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-A2 Notes have been accelerated in accordance
with the provisions of Section 4.02 of the Indenture and (ii) the Series 2007-A2
Final Maturity Date.  On each
Reference Date, the Indenture Trustee shall promptly deliver a written notice
to the Series 2007-A2 Holders specifying the Series 2007-A2 Stated
Rate for the related Interest Accrual Period.


 


(b)     Commitment Fee on Series 2007-A2
Notes.  A fee (the “Commitment
Fee”) shall accrue at the Series 2007-A2 Commitment Fee Rate on
the Unused Commitment of the Series 2007-A2 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 Stated Interest Amount,
Conversion Step-Up Interest Amount or Commitment Fee on any Series 2007-A2
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-A2
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-A2 Notes have been accelerated in accordance with
the provisions of Section 4.02 of the Indenture and (ii) the Series 2007-A2
Final Maturity Date.


 


(d)     Maximum Interest Rate. 
In no event shall the interest charged with respect to a Series 2007-A2
Note exceed the maximum amount permitted by Applicable Law.  If at any time the Interest Amount charged
with respect to the Series 2007-A2 Notes exceeds the maximum rate permitted
by Applicable Law, the rate of interest to accrue pursuant to this Supplement
and such Series 2007-A2 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-A2 Note below
the maximum amount permitted by Applicable Law until the total amount of
interest accrued on such Series 2007-A2 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-A2 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-A2 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 Senior Borrowing Base Deficiency, principal
shall be payable on the Series 2007-A2 Notes out of the Series A
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-A2 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-A2
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-A2 Holders a schedule of the Minimum Targeted Principal
Balances and a schedule of the Scheduled Targeted Principal Balances for the Series 2007-A2
Notes substantially in the form of Schedule 1 and Schedule 2
attached hereto, respectively.  In each
case, Payment Date Number 1 in Schedule 1 or Schedule 2, as
applicable, 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 or Schedule 2, as applicable, 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-A2 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 or Schedule 2, as applicable. 
If the Series 2007-A2


 


12

















 


Holders and Series 2007-B2 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 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-A2 Holders and Series 2007-B2 Holders as provided by Section 2.03(g) hereof,
the Administrative Agent shall deliver new schedules 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-A2 Holders and Series 2007-B2
Holders waive such Conversion Event as provided in Section 2.03(g), the
Minimum Principal Payment Amount and the Scheduled Principal Payment Amount
calculated for the Series 2007-A2 Notes for each such Payment Date shall
be payable to the Holders of the Series 2007-A2 Notes on each such Payment
Date from amounts deposited in the Series 2007-A2 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-A2 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-A2 Notes shall be due and
payable on the earlier to occur of (i) the date on which the Series 2007-A2
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series 2007-A2 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-A2 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.  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-A2 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-A2 Loans were made by the Series 2007-A2
Holders, the portion thereof allocated to the Series 2007-A2 Notes in
accordance with Section 3.03(b) of the Indenture shall be applied to
the prepayment of the Series 2007-A2 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 Minimum Targeted Principal Balances
and the Scheduled Targeted Principal Balances for the Series 2007-A2
Notes, as determined pursuant to Section 2.05(b)(i)


 


13

















 


hereof, shall be adjusted at the times and in the manner indicated in Section 3.19
of the Indenture.


 


Section 2.06           Series 2007-A2 Final Maturity Date. 
The unpaid principal amount of the Series 2007-A2 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-A2
Transaction Documents shall be due and payable in full on the earlier to occur
of (i) the date on which the Series 2007-A2 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series 2007-A2 Final Maturity Date.


 


Section 2.07           Manner of Payments. 
All payments of principal and interest on the Series 2007-A2 Notes
payable on each Payment Date shall be paid to the Series 2007-A2 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-A2
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-A2
Notes reflecting such change, there shall be an increase in the cost to a Series 2007-A2
Holder of making or maintaining any investment in the Series 2007-A2 Note
or any interest therein or of agreeing to purchase or invest in the Series 2007-A2
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-A2 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-A2 Holder.  In determining such amount, such Series 2007-A2
Holder may use any reasonable averaging and attribution methods, consistent
with the averaging and attribution methods generally used by such Series 2007-A2
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-A2 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
central bank or other Governmental Authority reflecting such change after the Series Issuance
Date of the Series 2007-A2 Notes affects or would affect the amount of
capital required or expected to be maintained by any Series 2007-A2
Holder, and such Series 2007-A2 Holder determines that the amount of such
capital is increased as a result of (i) the existence of the 


 


14

















 


Series 2007-A2 Holder’s agreement to make or maintain an
investment in the Series 2007-A2 Notes or any interest therein and other
similar agreements or facilities, or (ii) the existence of any agreement
by Series 2007-A2 Holders to make or maintain an investment in the Series 2007-A2
Notes or any interest therein or to fund any such investment and any other
commitments of the same type, such Series 2007-A2 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-A2 Holder in
light of such circumstances.  In
determining such amount, such Series 2007-A2 Holder may use any reasonable
averaging and attribution methods, consistent with the averaging and
attribution methods generally used by such Series 2007-A2 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-A2 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-A2 Notes or the Indenture by WEST or the
Indenture Trustee to or for the benefit of a Series 2007-A2 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-A2 Holder hereunder,
the amount so payable to such Series 2007-A2 Holder shall be increased to
the extent necessary to yield to such Series 2007-A2 Holder (after payment
of all taxes, levies, imposts, duties, charges or fees) the amount stated to be
payable to such Series 2007-A2 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-A2 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-A2
Holder; (ii) any taxes, levies, imposts, duties, charges or fees that
would not have been imposed but for the failure by such Series 2007-A2
Holder to provide and keep current any certification or other documentation
permitted by Applicable Law to be delivered by such Series 2007-A2 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-A2 Holder of the office through which the Series 2007-A2
Note or any interest hereunder is acquired, accounted for or booked as a result
of the sale, transfer or assignment by any Series


 


15

















 


2007-A2 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-A2 Note or interest
therein is acquired, accounted for or booked; (iv) taxes measured by
income, gross receipts, assets or capital of any Series 2007-A2 Holder by
the taxing authority of the jurisdiction where such Series 2007-A2 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-A2
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-A2 Holder as a result of payments not related to this
Supplement; and (vi) any withholding tax with respect to any Series 2007-A2
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-A2
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-A2 Holder, such Series 2007-A2
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-A2 Holder; provided,
however, that for purposes of reimbursing WEST, such Series 2007-A2 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-A2
Holder as if such Series 2007-A2 Holder realized or received such Tax
Benefit pro rata with all other Tax Benefits available to it for such year.


 


(b)           Any Section 2.10(a) Amounts
payable to a Series 2007-A2 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-A2 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.


 


(c)           Each Series 2007-A2 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.


 


Section 2.11           Breakage Costs. 
If (i) any payment of principal on any Series 2007-A2 Loan is made on a day other than a
Payment Date, or (ii) any Series 2007-A2 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-A2 Holders against any reasonable loss, cost or
expense incurred by the Series 2007-A2 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-A2 Holders to fund or maintain such Series 2007-A2
Loan during such Interest
Accrual Period.  The Indenture Trustee
shall pay any amounts due under this


 


16

















 


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-A2 Notes to
the Persons named as the initial Series 2007-A2 Holders in and pursuant to
the Series 2007-A2 Note Purchase Agreement and deliver such Series 2007-A2
Notes in accordance herewith and therewith. Thereafter, no Series 2007-A2
Note may be sold, transferred or otherwise disposed of except in compliance
with the provisions of the Indenture, this Supplement and the Series 2007-A2
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-A2 Notes are made in
accordance with the Securities Act or any other law; provided
that with respect to the Series 2007-A2 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-A2
Holders and Series 2007-B2 Holders as provided by Section 2.03(g) hereof,
the Indenture Trustee shall not register any transfer of a Series 2007-A2
Note, in whole or in part, unless the transferee of such Series 2007-A2
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-A2
Note Purchase Agreement to make the Series 2007-A2 Loans in an amount equal to the excess
of the Maximum Principal Balance of the Series 2007-A2 Note being
transferred at the time of transfer over the Outstanding Principal Balance of
such Series 2007-A2 Note at such time. After the occurrence of a
Conversion Event that is not waived by the Series 2007-A2 Holders and Series 2007-B2
Holders as provided by Section 2.03(g) hereof, the Series 2007-A2
Notes shall be transferred in accordance with the terms of the Indenture
without regard to whether any transferee of a Series 2007-A2 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-A2
Holders.


 


ARTICLE III



SERIES
2007-A2 SERIES ACCOUNT, ALLOCATION AND 

APPLICATION OF AMOUNTS THEREIN


 


Section 3.01           Series 2007-A2 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-A2 Note is Outstanding, an Eligible Account which shall
be designated as the “Series 2007-A2 Series Account”, which account
shall be held in the name of the Indenture Trustee for the benefit of the Series 2007-A2
Holders.  All deposits of funds by, or
for the benefit of, the Series 2007-A2 Holders from the Collections
Account and otherwise shall be accumulated in, and withdrawn from, the Series 2007-A2
Series Account in accordance with the provisions of the Indenture and this
Supplement.


 


17

















 


Section 3.02           Distributions from Series 2007-A2 Series Account. 
On each Payment Date, the Indenture Trustee shall distribute funds then
on deposit in the Series 2007-A2 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-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the Stated 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-A2 Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount
then due and payable to the Holders of the Series 2007-A2 Notes on such
Payment Date;


 


(iii)    On each Payment Date, to each Holder of
a Series 2007-A2 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-A2 Notes on such
Payment Date;


 


(iv)    To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the Series A Supplemental Principal Payment Amount (if any)
then due and payable to the Holders of the Series 2007-A2 Notes;


 


(v)     To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of any Additional Interest Amount and Conversion Step-Up Interest
Amount then due and payable by WEST to the Series 2007-A2 Holders;


 


(vi)    To each Holder of a Series 2007-A2
Note, on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-A2 Holder; and


 


(vii)   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-A2 Series Account.


 


(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-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the Stated Interest Amount and Commitment Fee Amount, if any, for
such Payment Date;


 


18
















 


(ii)           To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the Minimum Principal Payment Amount then due and payable to the
Holders of the Series 2007-A2 Notes on such Payment Date;


 


(iii)          To each Holder of a Series 2007-A2
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-A2 Notes on such Payment Date;


 


(iv)          To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series 2007-A2 Notes
then Outstanding until the Outstanding Principal Balance of all Series 2007-A2
Notes has been reduced to zero;


 


(v)           To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of any Additional Interest Amount and Conversion Step-Up Interest
Amount then due and payable by WEST to the Series 2007-A2 Holders;


 


(vi)          To each Holder of a Series 2007-A2
Note on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-A2 Holder; and


 


(vii)         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-A2 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-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the Stated Interest Amount and Commitment Fee Amount, if any, for
such Payment Date;


 


(ii)           To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series 2007-A2 Notes
then Outstanding until the Outstanding Principal Balance of the Series 2007-A2
Notes has been reduced to zero;


 


(iii)          To each Holder of a Series 2007-A2
Note on the related Record Date, an amount equal to its pro rata
portion of any Additional Interest Amount and Conversion Step-Up Interest
Amount then due and payable by WEST to the Series 2007-A2 Holders;


 


(iv)          To each Holder of a Series 2007-A2
Note on a pro rata basis, an amount equal to the
Holder Indemnified Amounts owing to such Series 2007-A2 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-A2 Series Account.


 


ARTICLE IV


 


CONDITIONS PRECEDENT TO
OBLIGATIONS OF SERIES 2007-A2 HOLDERS


 


Section 4.01           Conditions Precedent to Obligations of Series 2007-A2
Holders to Purchase Series 2007-A2 Notes.  The Indenture Trustee shall
not authenticate the Series 2007-A2 Notes unless (a) all conditions
to the issuance of the Series 2007-A2 Notes set forth in Section 3.01
of the Series 2007-A2 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-A2
Note Purchase Agreement have been satisfied.


 


Section 4.02           Conditions Precedent to Obligations of Series 2007-A2
Holders to Make Series 2007-A2 Loans.  The obligations of the Series 2007-A2
Holders to make the Series 2007-A2 Loans
to WEST under this Supplement and the Series 2007-A2 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-A2 Note Purchase
Agreement.


 


Section 4.03           Deposit and Disbursement of Series 2007-A2
Loans.  The Administrative Agent may direct the
Indenture Trustee, in writing, to apply the proceeds of the Series 2007-A2
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-A2 Loans made on any Funding Date constitute Collections
Loans in accordance with the preceding sentence, such Series 2007-A2 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-A2 Note Purchase Agreement.


 


ARTICLE V


 


REPRESENTATIONS WARRANTIES
AND COVENANTS


 


Section 5.01           Indenture Representations and Warranties. 
To induce the Series 2007-A2 Holders to purchase the Series 2007-A2
Notes hereunder and to make the Series 2007-A2 Loans from time to time, WEST hereby
makes to the Indenture Trustee for the benefit of the Series 2007-A2
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-A2 Holders to
purchase the Series 2007-A2 Notes hereunder and to make the Series 2007-A2
Loans from time to time, WEST hereby makes to the Indenture Trustee for the
benefit of the Series


 


20

















 


2007-A2 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-A2 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-A2
Transaction Documents.  The execution,
delivery and performance by WEST of this Supplement and the other Series 2007-A2
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-A2 Transaction Documents and the execution, delivery and
payment of the Series 2007-A2 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-A2 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-A2 Holders to purchase the Series 2007-A2
Notes hereunder and to make Series 2007-A2 Loans from time to time, WEST
hereby covenants with the Indenture Trustee for the benefit of the Series 2007-A2
Holders as follows:


 


(a)           Issuance of Series of Additional
Notes.  Each Series of Additional Notes issued
by WEST while the Series 2007-A2 Notes are outstanding, (A) shall be
amortized on a level basis over a period of not less than thirteen (13) years
for Scheduled Principal Payment Amounts on any Series A Notes, fifteen
(15) years for Scheduled Principal Payment Amounts on any Series B Notes
and twenty (20) years for Minimum Principal Payment Amounts 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 Minimum Principal Payment Amounts and
Scheduled Principal Payment Amounts during the period of such remaining
weighted average life that are not more than the Minimum Principal Payment
Amounts and 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.


 


21

















 


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-A2 Notes.


 


Section 6.05           Statutory References. 
References in this Supplement and any other Series 2007-A2
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 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


 


22

















 


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-A2
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-A2 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-A2
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-A2 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-A2 SUPPLEMENT


 


FORM OF
SERIES 2007-A2
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 


 

















 


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.


 

















 


WILLIS ENGINE SECURITIZATION TRUST


 


SERIES 2007-A2 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-A2
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-A2
Supplement, dated as of December 13, 2007 (as amended, restated or otherwise
modified from time to time, the “Series 2007-A2 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-A2 Floating Rate
Secured Note (this “Series 2007-A2 Note”) on the
dates and in the amounts set forth in the Indenture and the Series 2007-A2 Supplement. Capitalized
terms not otherwise defined herein will have the meaning set forth in the
Indenture and the Series 2007-A2 Supplement.


 


Payment of the principal
of, interest on and Increased Costs for this Series 2007-A2 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-A2
Note and any Increased Costs are payable at the times and in the amounts set
forth in the Indenture and the Series 2007-A2 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-A2 Note is one of the
authorized notes identified in the title hereto and issued pursuant to the
Indenture and the Series 2007-A2
Supplement.


 


The Series 2007-A2 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-A2 Note is transferable as
provided in the Indenture and the Series 2007-A2 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-A2 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-A2
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-A2 Note prior to the occurrence of a 


 

















 


Conversion Event, unless
the transferee meets the requirements for an Eligible Transferee in the Series 2007-A2 Supplement and agrees to
make the Series 2007-A2
Loans up to an amount equal to the excess of the Maximum Principal
Balance of this Series 2007-A2
Note at the time of transfer over the Outstanding Principal Balance of this Series 2007-A2
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-A2 Notes.


 


WEST, the Indenture
Trustee and any other agent of WEST may treat the Person in whose name this Series 2007-A2 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-A2 Notes are subject to Optional
Redemption, at the times and subject to the conditions set forth in the
Indenture and the Series 2007-A2
Supplement.


 


If an Event of Default
under the Indenture shall occur and be continuing, the principal of and accrued
interest on this Series 2007-A2 Note may be declared to be due and payable in the manner
and with the effect provided in the Indenture and the Series 2007-A2 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-A2 Note and on all future
holders of this Series 2007-A2
Note and of any Series 2007-A2
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series 2007-A2
Note. Supplements and amendments to the Indenture and the Series 2007-A2 Supplement may be made
only to the extent and in circumstances permitted by the Indenture and the Series 2007-A2 Supplement.


 


The Holder of this Series 2007-A2 Note shall have no right
to enforce the provisions of the Indenture and the Series 2007-A2 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-A2 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-A2 Supplement; provided, however, that
nothing contained in the Indenture and the Series 2007-A2 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-A2 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-A2
Supplement.


 


This Series 2007-A2 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-A2 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-A2 Supplement and the issuance of this Series 2007-A2
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-A2 Note shall not be
entitled to any benefit under the Indenture and the Series 2007-A2
Supplement, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, WEST
has caused this Series 2007-A2 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-A2 Notes

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This Note is one of the Series 2007-A2 Notes described in the
within-mentioned Series 2007-A2
Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS, not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


Schedule A to Series 2007-A2
Note


 


Aggregate principal
amount of any Series 2007-A2 Note issued in exchange for a portion or portions hereof
and any portion or portions of any Series 2007-A2 Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal
  Amount Issued

  or Repaid

  	
   

  	
  Remaining
  Principal Amount

  of this Series 2007-A2 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


1

















 


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-A2 Note and all rights thereunder, hereby
irrevocably constituting and appointing
                            
                                
attorney to transfer said Series 2007-A2 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.

  
						



 


2

















 


In connection with any transfer of this Series 2007-A2 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-A2 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-A2 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-A2
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-A2
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.

  
					



 


3

















 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED: The
undersigned represents and warrants that it is purchasing this Series 2007-A2
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:

  
					



 


4

















 


SCHEDULE 1


to SERIES 2007-A2
SUPPLEMENT


 


MINIMUM TARGETED
PRINCIPAL BALANCES


 


	
  Payment Date Number

  	
   

  	
  Minimum Targeted Principal Balances
  for

  the Series 2007-A2 Notes

  	
   

  
	
  1

  	
   

  	
  99.583333

  	
  %

  
	
  2

  	
   

  	
  99.166667

  	
  %

  
	
  3

  	
   

  	
  98.750000

  	
  %

  
	
  4

  	
   

  	
  98.333333

  	
  %

  
	
  5

  	
   

  	
  97.916667

  	
  %

  
	
  6

  	
   

  	
  97.500000

  	
  %

  
	
  7

  	
   

  	
  97.083333

  	
  %

  
	
  8

  	
   

  	
  96.666667

  	
  %

  
	
  9

  	
   

  	
  96.250000

  	
  %

  
	
  10

  	
   

  	
  95.833333

  	
  %

  
	
  11

  	
   

  	
  95.416667

  	
  %

  
	
  12

  	
   

  	
  95.000000

  	
  %

  
	
  13

  	
   

  	
  94.583333

  	
  %

  
	
  14

  	
   

  	
  94.166667

  	
  %

  
	
  15

  	
   

  	
  93.750000

  	
  %

  
	
  16

  	
   

  	
  93.333333

  	
  %

  
	
  17

  	
   

  	
  92.916667

  	
  %

  
	
  18

  	
   

  	
  92.500000

  	
  %

  
	
  19

  	
   

  	
  92.083333

  	
  %

  
	
  20

  	
   

  	
  91.666667

  	
  %

  
	
  21

  	
   

  	
  91.250000

  	
  %

  
	
  22

  	
   

  	
  90.833333

  	
  %

  
	
  23

  	
   

  	
  90.416667

  	
  %

  
	
  24

  	
   

  	
  90.000000

  	
  %

  
	
  25

  	
   

  	
  89.583333

  	
  %

  
	
  26

  	
   

  	
  89.166667

  	
  %

  
	
  27

  	
   

  	
  88.750000

  	
  %

  
	
  28

  	
   

  	
  88.333333

  	
  %

  
	
  29

  	
   

  	
  87.916667

  	
  %

  
	
  30

  	
   

  	
  87.500000

  	
  %

  
	
  31

  	
   

  	
  87.083333

  	
  %

  
	
  32

  	
   

  	
  86.666667

  	
  %

  
	
  33

  	
   

  	
  86.250000

  	
  %

  
	
  34

  	
   

  	
  85.833333

  	
  %

  
	
  35

  	
   

  	
  85.416667

  	
  %

  
	
  36

  	
   

  	
  85.000000

  	
  %

  
	
  37

  	
   

  	
  84.583333

  	
  %

  
	
  38

  	
   

  	
  84.166667

  	
  %

  
	
  39

  	
   

  	
  83.750000

  	
  %

  
	
  40

  	
   

  	
  83.333333

  	
  %

  
	
  41

  	
   

  	
  82.916667

  	
  %

  
	
  42

  	
   

  	
  82.500000

  	
  %

  
	
  43

  	
   

  	
  82.083333

  	
  %

  
	
  44

  	
   

  	
  81.666667

  	
  %

  
	
  45

  	
   

  	
  81.250000

  	
  %

  



 


1

















 


	
  Payment Date Number

  	
   

  	
  Minimum Targeted Principal Balances
  for

  the Series 2007-A2 Notes

  	
   

  
	
  46

  	
   

  	
  80.833333

  	
  %

  
	
  47

  	
   

  	
  80.416667

  	
  %

  
	
  48

  	
   

  	
  80.000000

  	
  %

  
	
  49

  	
   

  	
  79.583333

  	
  %

  
	
  50

  	
   

  	
  79.166667

  	
  %

  
	
  51

  	
   

  	
  78.750000

  	
  %

  
	
  52

  	
   

  	
  78.333333

  	
  %

  
	
  53

  	
   

  	
  77.916667

  	
  %

  
	
  54

  	
   

  	
  77.500000

  	
  %

  
	
  55

  	
   

  	
  77.083333

  	
  %

  
	
  56

  	
   

  	
  76.666667

  	
  %

  
	
  57

  	
   

  	
  76.250000

  	
  %

  
	
  58

  	
   

  	
  75.833333

  	
  %

  
	
  59

  	
   

  	
  75.416667

  	
  %

  
	
  60

  	
   

  	
  75.000000

  	
  %

  
	
  61

  	
   

  	
  74.583333

  	
  %

  
	
  62

  	
   

  	
  74.166667

  	
  %

  
	
  63

  	
   

  	
  73.750000

  	
  %

  
	
  64

  	
   

  	
  73.333333

  	
  %

  
	
  65

  	
   

  	
  72.916667

  	
  %

  
	
  66

  	
   

  	
  72.500000

  	
  %

  
	
  67

  	
   

  	
  72.083333

  	
  %

  
	
  68

  	
   

  	
  71.666667

  	
  %

  
	
  69

  	
   

  	
  71.250000

  	
  %

  
	
  70

  	
   

  	
  70.833333

  	
  %

  
	
  71

  	
   

  	
  70.416667

  	
  %

  
	
  72

  	
   

  	
  70.000000

  	
  %

  
	
  73

  	
   

  	
  69.583333

  	
  %

  
	
  74

  	
   

  	
  69.166667

  	
  %

  
	
  75

  	
   

  	
  68.750000

  	
  %

  
	
  76

  	
   

  	
  68.333333

  	
  %

  
	
  77

  	
   

  	
  67.916667

  	
  %

  
	
  78

  	
   

  	
  67.500000

  	
  %

  
	
  79

  	
   

  	
  67.083333

  	
  %

  
	
  80

  	
   

  	
  66.666667

  	
  %

  
	
  81

  	
   

  	
  66.250000

  	
  %

  
	
  82

  	
   

  	
  65.833333

  	
  %

  
	
  83

  	
   

  	
  65.416667

  	
  %

  
	
  84

  	
   

  	
  65.000000

  	
  %

  
	
  85

  	
   

  	
  64.583333

  	
  %

  
	
  86

  	
   

  	
  64.166667

  	
  %

  
	
  87

  	
   

  	
  63.750000

  	
  %

  
	
  88

  	
   

  	
  63.333333

  	
  %

  
	
  89

  	
   

  	
  62.916667

  	
  %

  
	
  90

  	
   

  	
  62.500000

  	
  %

  
	
  91

  	
   

  	
  62.083333

  	
  %

  
	
  92

  	
   

  	
  61.666667

  	
  %

  
	
  93

  	
   

  	
  61.250000

  	
  %

  
	
  94

  	
   

  	
  60.833333

  	
  %

  
	
  95

  	
   

  	
  60.416667

  	
  %

  
	
  96

  	
   

  	
  60.000000

  	
  %

  



 


2

















 


	
  Payment Date Number

  	
   

  	
  Minimum Targeted Principal Balances
  for

  the Series 2007-A2 Notes

  	
   

  
	
  97

  	
   

  	
  59.583333

  	
  %

  
	
  98

  	
   

  	
  59.166667

  	
  %

  
	
  99

  	
   

  	
  58.750000

  	
  %

  
	
  100

  	
   

  	
  58.333333

  	
  %

  
	
  101

  	
   

  	
  57.916667

  	
  %

  
	
  102

  	
   

  	
  57.500000

  	
  %

  
	
  103

  	
   

  	
  57.083333

  	
  %

  
	
  104

  	
   

  	
  56.666667

  	
  %

  
	
  105

  	
   

  	
  56.250000

  	
  %

  
	
  106

  	
   

  	
  55.833333

  	
  %

  
	
  107

  	
   

  	
  55.416667

  	
  %

  
	
  108

  	
   

  	
  55.000000

  	
  %

  
	
  109

  	
   

  	
  54.583333

  	
  %

  
	
  110

  	
   

  	
  54.166667

  	
  %

  
	
  111

  	
   

  	
  53.750000

  	
  %

  
	
  112

  	
   

  	
  53.333333

  	
  %

  
	
  113

  	
   

  	
  52.916667

  	
  %

  
	
  114

  	
   

  	
  52.500000

  	
  %

  
	
  115

  	
   

  	
  52.083333

  	
  %

  
	
  116

  	
   

  	
  51.666667

  	
  %

  
	
  117

  	
   

  	
  51.250000

  	
  %

  
	
  118

  	
   

  	
  50.833333

  	
  %

  
	
  119

  	
   

  	
  50.416667

  	
  %

  
	
  120

  	
   

  	
  50.000000

  	
  %

  
	
  121

  	
   

  	
  49.583333

  	
  %

  
	
  122

  	
   

  	
  49.166667

  	
  %

  
	
  123

  	
   

  	
  48.750000

  	
  %

  
	
  124

  	
   

  	
  48.333333

  	
  %

  
	
  125

  	
   

  	
  47.916667

  	
  %

  
	
  126

  	
   

  	
  47.500000

  	
  %

  
	
  127

  	
   

  	
  47.083333

  	
  %

  
	
  128

  	
   

  	
  46.666667

  	
  %

  
	
  129

  	
   

  	
  46.250000

  	
  %

  
	
  130

  	
   

  	
  45.833333

  	
  %

  
	
  131

  	
   

  	
  45.416667

  	
  %

  
	
  132

  	
   

  	
  45.000000

  	
  %

  
	
  133

  	
   

  	
  44.583333

  	
  %

  
	
  134

  	
   

  	
  44.166667

  	
  %

  
	
  135

  	
   

  	
  43.750000

  	
  %

  
	
  136

  	
   

  	
  43.333333

  	
  %

  
	
  137

  	
   

  	
  42.916667

  	
  %

  
	
  138

  	
   

  	
  42.500000

  	
  %

  
	
  139

  	
   

  	
  42.083333

  	
  %

  
	
  140

  	
   

  	
  41.666667

  	
  %

  
	
  141

  	
   

  	
  41.250000

  	
  %

  
	
  142

  	
   

  	
  40.833333

  	
  %

  
	
  143

  	
   

  	
  40.416667

  	
  %

  
	
  144

  	
   

  	
  40.000000

  	
  %

  
	
  145

  	
   

  	
  39.583333

  	
  %

  
	
  146

  	
   

  	
  39.166667

  	
  %

  
	
  147

  	
   

  	
  38.750000

  	
  %

  



 


3

















 


	
  Payment Date Number

  	
   

  	
  Minimum Targeted Principal Balances
  for

  the Series 2007-A2 Notes

  	
   

  
	
  148

  	
   

  	
  38.333333

  	
  %

  
	
  149

  	
   

  	
  37.916667

  	
  %

  
	
  150

  	
   

  	
  37.500000

  	
  %

  
	
  151

  	
   

  	
  37.083333

  	
  %

  
	
  152

  	
   

  	
  36.666667

  	
  %

  
	
  153

  	
   

  	
  36.250000

  	
  %

  
	
  154

  	
   

  	
  35.833333

  	
  %

  
	
  155

  	
   

  	
  35.416667

  	
  %

  
	
  156

  	
   

  	
  35.000000

  	
  %

  
	
  157

  	
   

  	
  34.583333

  	
  %

  
	
  158

  	
   

  	
  34.166667

  	
  %

  
	
  159

  	
   

  	
  33.750000

  	
  %

  
	
  160

  	
   

  	
  33.333333

  	
  %

  
	
  161

  	
   

  	
  32.916667

  	
  %

  
	
  162

  	
   

  	
  32.500000

  	
  %

  
	
  163

  	
   

  	
  32.083333

  	
  %

  
	
  164

  	
   

  	
  31.666667

  	
  %

  
	
  165

  	
   

  	
  31.250000

  	
  %

  
	
  166

  	
   

  	
  30.833333

  	
  %

  
	
  167

  	
   

  	
  30.416667

  	
  %

  
	
  168

  	
   

  	
  30.000000

  	
  %

  
	
  169

  	
   

  	
  29.583333

  	
  %

  
	
  170

  	
   

  	
  29.166667

  	
  %

  
	
  171

  	
   

  	
  28.750000

  	
  %

  
	
  172

  	
   

  	
  28.333333

  	
  %

  
	
  173

  	
   

  	
  27.916667

  	
  %

  
	
  174

  	
   

  	
  27.500000

  	
  %

  
	
  175

  	
   

  	
  27.083333

  	
  %

  
	
  176

  	
   

  	
  26.666667

  	
  %

  
	
  177

  	
   

  	
  26.250000

  	
  %

  
	
  178

  	
   

  	
  25.833333

  	
  %

  
	
  179

  	
   

  	
  25.416667

  	
  %

  
	
  180

  	
   

  	
  25.000000

  	
  %

  
	
  181

  	
   

  	
  24.583333

  	
  %

  
	
  182

  	
   

  	
  24.166667

  	
  %

  
	
  183

  	
   

  	
  23.750000

  	
  %

  
	
  184

  	
   

  	
  23.333333

  	
  %

  
	
  185

  	
   

  	
  22.916667

  	
  %

  
	
  186

  	
   

  	
  22.500000

  	
  %

  
	
  187

  	
   

  	
  22.083333

  	
  %

  
	
  188

  	
   

  	
  21.666667

  	
  %

  
	
  189

  	
   

  	
  21.250000

  	
  %

  
	
  190

  	
   

  	
  20.833333

  	
  %

  
	
  191

  	
   

  	
  20.416667

  	
  %

  
	
  192

  	
   

  	
  20.000000

  	
  %

  
	
  193

  	
   

  	
  19.583333

  	
  %

  
	
  194

  	
   

  	
  19.166667

  	
  %

  
	
  195

  	
   

  	
  18.750000

  	
  %

  
	
  196

  	
   

  	
  18.333333

  	
  %

  
	
  197

  	
   

  	
  17.916667

  	
  %

  
	
  198

  	
   

  	
  17.500000

  	
  %

  



 


4

















 


	
  Payment Date Number

  	
   

  	
  Minimum Targeted Principal Balances for

  the Series 2007-A2 Notes

  	
   

  
	
  199

  	
   

  	
  17.083333

  	
  %

  
	
  200

  	
   

  	
  16.666667

  	
  %

  
	
  201

  	
   

  	
  16.250000

  	
  %

  
	
  202

  	
   

  	
  15.833333

  	
  %

  
	
  203

  	
   

  	
  15.416667

  	
  %

  
	
  204

  	
   

  	
  15.000000

  	
  %

  
	
  205

  	
   

  	
  14.583333

  	
  %

  
	
  206

  	
   

  	
  14.166667

  	
  %

  
	
  207

  	
   

  	
  13.750000

  	
  %

  
	
  208

  	
   

  	
  13.333333

  	
  %

  
	
  209

  	
   

  	
  12.916667

  	
  %

  
	
  210

  	
   

  	
  12.500000

  	
  %

  
	
  211

  	
   

  	
  12.083333

  	
  %

  
	
  212

  	
   

  	
  11.666667

  	
  %

  
	
  213

  	
   

  	
  11.250000

  	
  %

  
	
  214

  	
   

  	
  10.833333

  	
  %

  
	
  215

  	
   

  	
  10.416667

  	
  %

  
	
  216

  	
   

  	
  10.000000

  	
  %

  
	
  217

  	
   

  	
  9.583333

  	
  %

  
	
  218

  	
   

  	
  9.166667

  	
  %

  
	
  219

  	
   

  	
  8.750000

  	
  %

  
	
  220

  	
   

  	
  8.333333

  	
  %

  
	
  221

  	
   

  	
  7.916667

  	
  %

  
	
  222

  	
   

  	
  7.500000

  	
  %

  
	
  223

  	
   

  	
  7.083333

  	
  %

  
	
  224

  	
   

  	
  6.666667

  	
  %

  
	
  225

  	
   

  	
  6.250000

  	
  %

  
	
  226

  	
   

  	
  5.833333

  	
  %

  
	
  227

  	
   

  	
  5.416667

  	
  %

  
	
  228

  	
   

  	
  5.000000

  	
  %

  
	
  229

  	
   

  	
  4.583333

  	
  %

  
	
  230

  	
   

  	
  4.166667

  	
  %

  
	
  231

  	
   

  	
  3.750000

  	
  %

  
	
  232

  	
   

  	
  3.333333

  	
  %

  
	
  233

  	
   

  	
  2.916667

  	
  %

  
	
  234

  	
   

  	
  2.500000

  	
  %

  
	
  235

  	
   

  	
  2.083333

  	
  %

  
	
  236

  	
   

  	
  1.666667

  	
  %

  
	
  237

  	
   

  	
  1.250000

  	
  %

  
	
  238

  	
   

  	
  0.833333

  	
  %

  
	
  239

  	
   

  	
  0.416667

  	
  %

  
	
  240

  	
   

  	
  0.000000

  	
  %

  



 


5

















 


SCHEDULE 2


to SERIES 2007-A2
SUPPLEMENT


 


SCHEDULED TARGETED
PRINCIPAL BALANCES


 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-A2 Notes

  	
   

  
	
  1

  	
   

  	
  99.358974

  	
  %

  
	
  2

  	
   

  	
  98.717949

  	
  %

  
	
  3

  	
   

  	
  98.076923

  	
  %

  
	
  4

  	
   

  	
  97.435897

  	
  %

  
	
  5

  	
   

  	
  96.794872

  	
  %

  
	
  6

  	
   

  	
  96.153846

  	
  %

  
	
  7

  	
   

  	
  95.512821

  	
  %

  
	
  8

  	
   

  	
  94.871795

  	
  %

  
	
  9

  	
   

  	
  94.230769

  	
  %

  
	
  10

  	
   

  	
  93.589744

  	
  %

  
	
  11

  	
   

  	
  92.948718

  	
  %

  
	
  12

  	
   

  	
  92.307692

  	
  %

  
	
  13

  	
   

  	
  91.666667

  	
  %

  
	
  14

  	
   

  	
  91.025641

  	
  %

  
	
  15

  	
   

  	
  90.384615

  	
  %

  
	
  16

  	
   

  	
  89.743590

  	
  %

  
	
  17

  	
   

  	
  89.102564

  	
  %

  
	
  18

  	
   

  	
  88.461538

  	
  %

  
	
  19

  	
   

  	
  87.820513

  	
  %

  
	
  20

  	
   

  	
  87.179487

  	
  %

  
	
  21

  	
   

  	
  86.538462

  	
  %

  
	
  22

  	
   

  	
  85.897436

  	
  %

  
	
  23

  	
   

  	
  85.256410

  	
  %

  
	
  24

  	
   

  	
  84.615385

  	
  %

  
	
  25

  	
   

  	
  83.974359

  	
  %

  
	
  26

  	
   

  	
  83.333333

  	
  %

  
	
  27

  	
   

  	
  82.692308

  	
  %

  
	
  28

  	
   

  	
  82.051282

  	
  %

  
	
  29

  	
   

  	
  81.410256

  	
  %

  
	
  30

  	
   

  	
  80.769231

  	
  %

  
	
  31

  	
   

  	
  80.128205

  	
  %

  
	
  32

  	
   

  	
  79.487179

  	
  %

  
	
  33

  	
   

  	
  78.846154

  	
  %

  
	
  34

  	
   

  	
  78.205128

  	
  %

  
	
  35

  	
   

  	
  77.564103

  	
  %

  
	
  36

  	
   

  	
  76.923077

  	
  %

  
	
  37

  	
   

  	
  76.282051

  	
  %

  
	
  38

  	
   

  	
  75.641026

  	
  %

  
	
  39

  	
   

  	
  75.000000

  	
  %

  
	
  40

  	
   

  	
  74.358974

  	
  %

  
	
  41

  	
   

  	
  73.717949

  	
  %

  
	
  42

  	
   

  	
  73.076923

  	
  %

  
	
  43

  	
   

  	
  72.435897

  	
  %

  
	
  44

  	
   

  	
  71.794872

  	
  %

  
	
  45

  	
   

  	
  71.153846

  	
  %

  
	
  46

  	
   

  	
  70.512821

  	
  %

  



 


1

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-A2 Notes

  	
   

  
	
  47

  	
   

  	
  69.871795

  	
  %

  
	
  48

  	
   

  	
  69.230769

  	
  %

  
	
  49

  	
   

  	
  68.589744

  	
  %

  
	
  50

  	
   

  	
  67.948718

  	
  %

  
	
  51

  	
   

  	
  67.307692

  	
  %

  
	
  52

  	
   

  	
  66.666667

  	
  %

  
	
  53

  	
   

  	
  66.025641

  	
  %

  
	
  54

  	
   

  	
  65.384615

  	
  %

  
	
  55

  	
   

  	
  64.743590

  	
  %

  
	
  56

  	
   

  	
  64.102564

  	
  %

  
	
  57

  	
   

  	
  63.461538

  	
  %

  
	
  58

  	
   

  	
  62.820513

  	
  %

  
	
  59

  	
   

  	
  62.179487

  	
  %

  
	
  60

  	
   

  	
  61.538462

  	
  %

  
	
  61

  	
   

  	
  60.897436

  	
  %

  
	
  62

  	
   

  	
  60.256410

  	
  %

  
	
  63

  	
   

  	
  59.615385

  	
  %

  
	
  64

  	
   

  	
  58.974359

  	
  %

  
	
  65

  	
   

  	
  58.333333

  	
  %

  
	
  66

  	
   

  	
  57.692308

  	
  %

  
	
  67

  	
   

  	
  57.051282

  	
  %

  
	
  68

  	
   

  	
  56.410256

  	
  %

  
	
  69

  	
   

  	
  55.769231

  	
  %

  
	
  70

  	
   

  	
  55.128205

  	
  %

  
	
  71

  	
   

  	
  54.487179

  	
  %

  
	
  72

  	
   

  	
  53.846154

  	
  %

  
	
  73

  	
   

  	
  53.205128

  	
  %

  
	
  74

  	
   

  	
  52.564103

  	
  %

  
	
  75

  	
   

  	
  51.923077

  	
  %

  
	
  76

  	
   

  	
  51.282051

  	
  %

  
	
  77

  	
   

  	
  50.641026

  	
  %

  
	
  78

  	
   

  	
  50.000000

  	
  %

  
	
  79

  	
   

  	
  49.358974

  	
  %

  
	
  80

  	
   

  	
  48.717949

  	
  %

  
	
  81

  	
   

  	
  48.076923

  	
  %

  
	
  82

  	
   

  	
  47.435897

  	
  %

  
	
  83

  	
   

  	
  46.794872

  	
  %

  
	
  84

  	
   

  	
  46.153846

  	
  %

  
	
  85

  	
   

  	
  45.512821

  	
  %

  
	
  86

  	
   

  	
  44.871795

  	
  %

  
	
  87

  	
   

  	
  44.230769

  	
  %

  
	
  88

  	
   

  	
  43.589744

  	
  %

  
	
  89

  	
   

  	
  42.948718

  	
  %

  
	
  90

  	
   

  	
  42.307692

  	
  %

  
	
  91

  	
   

  	
  41.666667

  	
  %

  
	
  92

  	
   

  	
  41.025641

  	
  %

  
	
  93

  	
   

  	
  40.384615

  	
  %

  
	
  94

  	
   

  	
  39.743590

  	
  %

  
	
  95

  	
   

  	
  39.102564

  	
  %

  
	
  96

  	
   

  	
  38.461538

  	
  %

  
	
  97

  	
   

  	
  37.820513

  	
  %

  
	
  98

  	
   

  	
  37.179487

  	
  %

  
	
  99

  	
   

  	
  36.538462

  	
  %

  



 


2

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-A2 Notes

  	
   

  
	
  100

  	
   

  	
  35.897436

  	
  %

  
	
  101

  	
   

  	
  35.256410

  	
  %

  
	
  102

  	
   

  	
  34.615385

  	
  %

  
	
  103

  	
   

  	
  33.974359

  	
  %

  
	
  104

  	
   

  	
  33.333333

  	
  %

  
	
  105

  	
   

  	
  32.692308

  	
  %

  
	
  106

  	
   

  	
  32.051282

  	
  %

  
	
  107

  	
   

  	
  31.410256

  	
  %

  
	
  108

  	
   

  	
  30.769231

  	
  %

  
	
  109

  	
   

  	
  30.128205

  	
  %

  
	
  110

  	
   

  	
  29.487179

  	
  %

  
	
  111

  	
   

  	
  28.846154

  	
  %

  
	
  112

  	
   

  	
  28.205128

  	
  %

  
	
  113

  	
   

  	
  27.564103

  	
  %

  
	
  114

  	
   

  	
  26.923077

  	
  %

  
	
  115

  	
   

  	
  26.282051

  	
  %

  
	
  116

  	
   

  	
  25.641026

  	
  %

  
	
  117

  	
   

  	
  25.000000

  	
  %

  
	
  118

  	
   

  	
  24.358974

  	
  %

  
	
  119

  	
   

  	
  23.717949

  	
  %

  
	
  120

  	
   

  	
  23.076923

  	
  %

  
	
  121

  	
   

  	
  22.435897

  	
  %

  
	
  122

  	
   

  	
  21.794872

  	
  %

  
	
  123

  	
   

  	
  21.153846

  	
  %

  
	
  124

  	
   

  	
  20.512821

  	
  %

  
	
  125

  	
   

  	
  19.871795

  	
  %

  
	
  126

  	
   

  	
  19.230769

  	
  %

  
	
  127

  	
   

  	
  18.589744

  	
  %

  
	
  128

  	
   

  	
  17.948718

  	
  %

  
	
  129

  	
   

  	
  17.307692

  	
  %

  
	
  130

  	
   

  	
  16.666667

  	
  %

  
	
  131

  	
   

  	
  16.025641

  	
  %

  
	
  132

  	
   

  	
  15.384615

  	
  %

  
	
  133

  	
   

  	
  14.743590

  	
  %

  
	
  134

  	
   

  	
  14.102564

  	
  %

  
	
  135

  	
   

  	
  13.461538

  	
  %

  
	
  136

  	
   

  	
  12.820513

  	
  %

  
	
  137

  	
   

  	
  12.179487

  	
  %

  
	
  138

  	
   

  	
  11.538462

  	
  %

  
	
  139

  	
   

  	
  10.897436

  	
  %

  
	
  140

  	
   

  	
  10.256410

  	
  %

  
	
  141

  	
   

  	
  9.615385

  	
  %

  
	
  142

  	
   

  	
  8.974359

  	
  %

  
	
  143

  	
   

  	
  8.333333

  	
  %

  
	
  144

  	
   

  	
  7.692308

  	
  %

  
	
  145

  	
   

  	
  7.051282

  	
  %

  
	
  146

  	
   

  	
  6.410256

  	
  %

  
	
  147

  	
   

  	
  5.769231

  	
  %

  
	
  148

  	
   

  	
  5.128205

  	
  %

  
	
  149

  	
   

  	
  4.487179

  	
  %

  
	
  150

  	
   

  	
  3.846154

  	
  %

  
	
  151

  	
   

  	
  3.205128

  	
  %

  
	
  152

  	
   

  	
  2.564103

  	
  %

  



 


3

















 


	
  Payment Date Number

  	
   

  	
  Scheduled Targeted Principal Balances for

  the Series 2007-A2 Notes

  	
   

  
	
  153

  	
   

  	
  1.923077

  	
  %

  
	
  154

  	
   

  	
  1.282051

  	
  %

  
	
  155

  	
   

  	
  0.641026

  	
  %

  
	
  156

  	
   

  	
  0.000000

  	
  %

  



 


4

















 


SCHEDULE 3


to SERIES 2007-A2
SUPPLEMENT


 


MAXIMUM COMMITMENTS OF SERIES 2007-A2 HOLDERS


 


	
  Names of Series 2007-A2 Holders

  	
   

  	
  Individual Maximum Commitments of

  Series 2007-A2 Holders

  	
   

  
	
  CALYON NEW YORK BRANCH

  	
   

  	
  $

  	
  46,250,000

  	
   

  
	
  CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH

  	
   

  	
  $

  	
  13,125,000

  	
   

  
	
  EUROPE ARAB BANK PLC — PARIS BRANCH

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  BAYERISCHE
  LANDESBANK

  	
   

  	
  $

  	
  65,625,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  175,000,000

  	
   

  



 


1