Exhibit
10.18


 


EXECUTION VERSION


 


REDACTED COPY


 


Portions of this Exhibit 10.18
have been omitted pursuant to a confidential treatment request.  The
omitted material has been filed separately with the Securities and Exchange
Commission.


 




         





 


 


AMENDED
AND RESTATED INDENTURE


 


 


dated as of December 13,
2007


 


 


by and between


 


 


WILLIS ENGINE
SECURITIZATION TRUST,

a Delaware statutory trust,

as issuer of the Notes,


 


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee of the Notes


 


 




 





 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Rules of Construction

  	
  49

  
	
  Section 1.03

  	
  Compliance Certificates and Opinions

  	
  51

  
	
  Section 1.04

  	
  Acts of Noteholders

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  THE NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Authorization of Notes; Amount of Outstanding Principal Balance; Terms;
  Form; Execution and Delivery

  	
  53

  
	
  Section 2.02

  	
  Restrictive Legends

  	
  56

  
	
  Section 2.03

  	
  Note Registrar and Paying Agent

  	
  58

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
  59

  
	
  Section 2.05

  	
  Method of Payment

  	
  60

  
	
  Section 2.06

  	
  Minimum Denomination

  	
  61

  
	
  Section 2.07

  	
  Exchange Option

  	
  61

  
	
  Section 2.08

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  62

  
	
  Section 2.09

  	
  Payments of Transfer Taxes

  	
  63

  
	
  Section 2.10

  	
  Additional Notes

  	
  63

  
	
  Section 2.11

  	
  Book-Entry Registration

  	
  66

  
	
  Section 2.12

  	
  Special Transfer Provisions

  	
  68

  
	
  Section 2.13

  	
  Temporary Definitive Notes

  	
  71

  
	
  Section 2.14

  	
  Statements to Noteholders

  	
  72

  
	
  Section 2.15

  	
  CUSIP, CINS AND ISIN Numbers

  	
  74

  
	
  Section 2.16

  	
  Debt Treatment of Notes

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  ACCOUNTS; PRIORITY OF PAYMENTS

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Establishment of Accounts; Investments

  	
  74

  
	
  Section 3.02

  	
  Collections Account

  	
  76

  
	
  Section 3.03

  	
  Engine Acquisition Account

  	
  77

  
	
  Section 3.04

  	
  Senior Restricted Cash Account

  	
  79

  
	
  Section 3.05

  	
  Junior Restricted Cash Account

  	
  80

  
	
  Section 3.06

  	
  Engine Reserve Account

  	
  81

  



 


i

















 


	
  Section 3.07

  	
  Security Deposit/Lessee-Funded Account; Lease Sub-Account

  	
  82

  
	
  Section 3.08

  	
  Expense Account

  	
  83

  
	
  Section 3.09

  	
  Series Accounts

  	
  84

  
	
  Section 3.10

  	
  Redemption/Defeasance Account

  	
  84

  
	
  Section 3.11

  	
  Engine Replacement Account

  	
  85

  
	
  Section 3.12

  	
  Hedge Payment Account

  	
  86

  
	
  Section 3.13

  	
  Calculations

  	
  86

  
	
  Section 3.14

  	
  Payment Date Distributions from the Collections Account

  	
  90

  
	
  Section 3.15

  	
  Allocation Rules

  	
  96

  
	
  Section 3.16

  	
  Certain Redemptions

  	
  99

  
	
  Section 3.17

  	
  Procedure for Redemptions

  	
  100

  
	
  Section 3.18

  	
  Collections Loans; Warehouse Loan

  	
  101

  
	
  Section 3.19

  	
  Adjustments in Targeted Principal Balances

  	
  102

  
	
  Section 3.20

  	
  Senior Liquidity Facility

  	
  103

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  DEFAULT AND REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Events of Default

  	
  108

  
	
  Section 4.02

  	
  Remedies Upon Event of Default

  	
  110

  
	
  Section 4.03

  	
  Limitation on Suits

  	
  112

  
	
  Section 4.04

  	
  Waiver of Existing Defaults

  	
  112

  
	
  Section 4.05

  	
  Restoration of Rights and Remedies

  	
  113

  
	
  Section 4.06

  	
  Remedies Cumulative

  	
  113

  
	
  Section 4.07

  	
  Authority of Courts Not Required

  	
  113

  
	
  Section 4.08

  	
  Rights of Noteholders to Receive Payment

  	
  114

  
	
  Section 4.09

  	
  Indenture Trustee May File Proofs of Claim

  	
  114

  
	
  Section 4.10

  	
  Undertaking for Costs

  	
  114

  
	
  Section 4.11

  	
  Control by Noteholders

  	
  114

  
	
  Section 4.12

  	
  Purchase Rights of
  the Series B Noteholders

  	
  115

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  REPRESENTATIONS, WARRANTIES AND
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Representations and Warranties

  	
  115

  
	
  Section 5.02

  	
  General Covenants

  	
  117

  
	
  Section 5.03

  	
  Portfolio Covenants

  	
  126

  
	
  Section 5.04

  	
  Operating Covenants

  	
  130

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  THE INDENTURE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Acceptance of Trusts and Duties

  	
  134

  



 


ii

















 


	
  Section 6.02

  	
  Absence of Duties

  	
  135

  
	
  Section 6.03

  	
  Representations or Warranties

  	
  135

  
	
  Section 6.04

  	
  Reliance; Agents; Advice of Counsel

  	
  135

  
	
  Section 6.05

  	
  Not Acting in Individual Capacity

  	
  137

  
	
  Section 6.06

  	
  No Compensation from Noteholders

  	
  137

  
	
  Section 6.07

  	
  Notice of Defaults

  	
  138

  
	
  Section 6.08

  	
  Indenture Trustee May Hold Securities

  	
  138

  
	
  Section 6.09

  	
  Corporate Trustee Required; Eligibility

  	
  138

  
	
  Section 6.10

  	
  Reports by WEST

  	
  138

  
	
  Section 6.11

  	
  Compensation

  	
  138

  
	
  Section 6.12

  	
  Conditions Precedent

  	
  139

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  SUCCESSOR
  INDENTURE TRUSTEES

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Resignation and Removal of Indenture Trustee

  	
  139

  
	
  Section 7.02

  	
  Appointment of Successor

  	
  139

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  INDEMNITY

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Indemnity

  	
  141

  
	
  Section 8.02

  	
  Noteholders’ Indemnity

  	
  141

  
	
  Section 8.03

  	
  Survival

  	
  141

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  
	
  Section 9.01

  	
  Supplemental Indentures Without the Consent of the Noteholders

  	
  142

  
	
  Section 9.02

  	
  Supplemental Indentures with the Consent of Noteholders

  	
  143

  
	
  Section 9.03

  	
  Execution of Supplemental Indentures

  	
  144

  
	
  Section 9.04

  	
  Effect of Supplemental Indentures

  	
  144

  
	
  Section 9.05

  	
  Reference in Notes to Supplemental Indentures

  	
  145

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  MODIFICATION AND WAIVER

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Modification and Waiver with Consent of Holders

  	
  145

  
	
  Section 10.02

  	
  Modification Without Consent of Holders

  	
  146

  
	
  Section 10.03

  	
  Subordination and Priority of Payments

  	
  146

  
	
  Section 10.04

  	
  Execution of Amendments by Indenture Trustee

  	
  146

  



 


iii

















 


	
  ARTICLE XI

  
	
   

  
	
  SUBORDINATION

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Subordination

  	
  147

  
	
  Section 11.02

  	
  Rights of Subrogation

  	
  148

  
	
  Section 11.03

  	
  Further Assurances of Junior Representatives

  	
  148

  
	
  Section 11.04

  	
  Enforcement

  	
  148

  
	
  Section 11.05

  	
  Continued Effectiveness

  	
  148

  
	
  Section 11.06

  	
  Senior Claims and Junior Claims Unimpaired

  	
  149

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  DISCHARGE OF INDENTURE;
  DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Discharge of Liability on the Notes; Defeasance

  	
  149

  
	
  Section 12.02

  	
  Conditions to Defeasance

  	
  150

  
	
  Section 12.03

  	
  Application of Trust Money

  	
  151

  
	
  Section 12.04

  	
  Repayment to WEST

  	
  151

  
	
  Section 12.05

  	
  Indemnity for Government Obligations and Corporate Obligations

  	
  151

  
	
  Section 12.06

  	
  Reinstatement

  	
  152

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  
	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Right of Indenture Trustee to Perform

  	
  152

  
	
  Section 13.02

  	
  Waiver

  	
  152

  
	
  Section 13.03

  	
  Severability

  	
  153

  
	
  Section 13.04

  	
  Notices

  	
  153

  
	
  Section 13.05

  	
  Assignments

  	
  155

  
	
  Section 13.06

  	
  Currency Conversion

  	
  155

  
	
  Section 13.07

  	
  Application to Court

  	
  156

  
	
  Section 13.08

  	
  Governing Law

  	
  157

  
	
  Section 13.09

  	
  Jurisdiction

  	
  157

  
	
  Section 13.10

  	
  Counterparts

  	
  157

  
	
  Section 13.11

  	
  Table of Contents, Headings, Etc.

  	
  157

  
	
  Section 13.12

  	
  Compliance with Anti-Terrorism and Money-Laundering Regulations

  	
  158

  



 


iv

















 


	
  Schedule

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Engine
  Subsidiaries

  
	
  Schedule 2-1

  	
   

  	
  Engine Trusts on
  Initial Closing Date

  
	
  Schedule 2-2

  	
   

  	
  Engine Trusts on
  Effective Date

  
	
  Schedule 3

  	
   

  	
  Leasing
  Subsidiaries

  
	
  Schedule 4-1

  	
   

  	
  Initial Engines

  
	
  Schedule 4-2

  	
   

  	
  Effective Date
  Engines

  
	
  Schedule 5

  	
   

  	
  Conditions
  Precedent to Acquisition of Additional Engines

  
	
  Schedule 6

  	
   

  	
  Conditions
  Precedent to Funding of Discretionary Engine Modifications

  
	
  Schedule 7

  	
   

  	
  Agent for
  Service of Process

  



 


	
  Exhibit

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
   

  	
  Form of
  Series A Term Note

  
	
  Exhibit A-2

  	
   

  	
  Form of
  Series A Warehouse Note

  
	
  Exhibit B-1

  	
   

  	
  Form of
  Series B Term Note

  
	
  Exhibit B-2

  	
   

  	
  Form of
  Series B Warehouse Note

  
	
  Exhibit C-1

  	
   

  	
  Form of
  Certificate to be Given by Noteholders

  
	
  Exhibit C-2

  	
   

  	
  Form of
  Certificate to be Given by Euroclear or Clearstream

  
	
  Exhibit C-3

  	
   

  	
  Form of
  Certificate to Depository Regarding Interest

  
	
  Exhibit C-4

  	
   

  	
  Form of
  Depositary Certificate Regarding Interest

  
	
  Exhibit C-5

  	
   

  	
  Form of
  Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to
  Regulations S Book-Entry Note

  
	
  Exhibit C-6

  	
   

  	
  Form of
  Initial Purchaser Exchange Instructions

  
	
  Exhibit C-7

  	
   

  	
  Certificate to
  be Given by Transferee of Beneficial Interest in a Regulation S Temporary
  Book-Entry Note

  
	
  Exhibit D

  	
   

  	
  Form of
  Investment Letter to be Delivered in Connection with Transfers to Non-QIB
  Accredited Investors

  
	
  Exhibit E

  	
   

  	
  Concentration
  Limits

  
	
  Exhibit F

  	
   

  	
  PRI Guidelines

  
	
  Exhibit G-1

  	
   

  	
  Form of
  Monthly Report

  
	
  Exhibit G-2

  	
   

  	
  Form of
  Annual Report

  
	
  Exhibit H

  	
   

  	
  Insurance
  Provision

  
	
  Exhibit I

  	
   

  	
  Core Lease
  Provisions

  
	
  Exhibit J

  	
   

  	
  Required
  Acquisition Agreement Terms

  



 


v

















 


This AMENDED AND RESTATED INDENTURE, dated as of December 13,
2007 (the “Amended and Restated Indenture”), is by
and between WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust, as
issuer of the Notes (“WEST”), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
indenture trustee of each Series of Notes (the “Indenture
Trustee”), and amends and restates the Indenture, dated as of August 9,
2005 (the “Original Indenture”), between WEST and
the Indenture Trustee.


 


WITNESSETH:


 


WHEREAS, WEST and the Indenture Trustee entered into
the Original Indenture, as thereafter supplemented by the Series A1
Supplement, dated as of August 9, 2005 (“Series 2005-A1
Supplement”), the Series A2 Supplement, dated as of August 9,
2005 (the “Series 2005-A2 Supplement”), the Series B1
Supplement, dated as of August 9, 2005 (the “Series 2005-B1
Supplement”), and the Series B2 Supplement, dated as of August 9,
2005 (the “Series 2005-B2 Supplement”),
pursuant to which WEST issued the Initial Notes;


 


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


 


WHEREAS, the Holders of all the Notes have consented
to all of the amendments requested by WEST;


 


WHEREAS, WEST wishes to amend and restate the Original
Indenture in its entirety by the execution and delivery of this Amended and
Restated Indenture;


 


WHEREAS, this Amended and Restated Indenture, together
with the Series 2005-A1 Supplement, the Series 2005-A2 Supplement,
the Series 2005-B1 Supplement, the Series 2005-B2 Supplement and as
hereafter supplemented, modified and amended, shall be referred to as, the “Indenture”;


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.01           Definitions.


 


For purposes of this Indenture, the following terms
shall have the meanings indicated below:


 

















 


“144A Book-Entry Note”
means a Note sold in reliance on Rule 144A, represented by a single
permanent global note in fully registered form, without coupons, the form of
which shall be substantially in the form of the applicable Note Form for
such Note, with the legends required by Section 2.02 for a 144A Book-Entry
Note inscribed thereon and with such changes therein and such additional
information as may be specified in the Supplement pursuant to which such Note
is issued.


 


“Acceleration
Default” means any Event of Default of the type described in Section 4.01(f) or
4.01(g) hereof.


 


 “Account” means each of the Collections Account, the Expense
Account, the Engine Replacement Account, the Security Deposit/Lessee-Funded
Account, each Series Account, the Senior Restricted Cash Account, the
Junior Restricted Cash Account, the Engine Reserve Account, the Engine
Acquisition Account, any Lessor Account, any Redemption/Defeasance Account, the
Senior Cash Collateral Account, the Hedge Payment Account, the Qualified Escrow
Account and any other accounts established and maintained in accordance with
this Indenture, together with all sub-accounts and ledger and sub-ledger
accounts maintained therein in accordance with this Indenture.


 


“Acquisition Agreement”
means any agreement (other than the Asset Transfer Agreement) pursuant to which
Additional Engines are acquired by a WEST Group Member in a Permitted Engine
Acquisition.


 


“Acquisition Balance
Redemption” has the meaning given to such term in Section 3.16(b) hereof.


 


“Act” has the
meaning, with respect to any Noteholder, given to such term in Section 1.04(a) hereof.


 


“Additional Certificates”
means any Beneficial Interest Certificates issued pursuant to the Trust
Agreement, the proceeds of which are used, in substantial part, to acquire
Additional Engines or to fund Discretionary Engine Modifications.


 


“Additional Engine”
means each aircraft engine acquired by a WEST Group Member (other than an
Initial Remaining Engine) subsequent to the Initial Closing Date in accordance
with the conditions set forth in Section 5.03(b) of this Indenture.


 


“Additional Interest”
means, with respect to a Series of Notes, the amount of interest due and
payable in respect of any overdue payments in respect of such Series of
Notes, as specified in the related Supplement.


 


“Additional Interest Amount”
means, with respect to any Series of Notes, that amount of Additional
Interest due and payable on such Series of Notes on a Payment Date,
including any Additional Interest due and payable on a prior Payment Date that
was not paid on such prior Payment Date.


 


“Additional Issuance”
has the meaning given to such term in Section 2.10 hereof.


 


2

















 


“Additional Notes”
means the Notes evidencing any Additional Series issued by WEST from time
to time subsequent to the Initial Closing Date.


 


“Additional Series”
means any Series issued by WEST subsequent to the Initial Closing Date
pursuant to a Supplement to this Indenture.


 


“Adjusted Base Value”
means, with respect to an Engine or aircraft engine, such Engine’s or aircraft
engine’s Base Value, adjusted for the actual maintenance status of such Engine
or aircraft engine, but without regard to any Lease, Maintenance Reserve
Payments, Security Deposits or other related assets.


 


“Adjusted Borrowing Value”
means, for an Engine as of any date of determination, the Initial Borrowing
Value of such Engine, as adjusted downward as of each Payment Date after the
Delivery Date of such Engine at a rate per annum equal to *** of the Initial
Borrowing Value of such Engine, provided that,
if any Discretionary Engine Modification is made to an Engine, the cost of such
Discretionary Engine Modification (reduced by the amount of such cost funded
from the Engine Reserve Excess Balance in the Engine Acquisition Account) shall
be added to the Adjusted Borrowing Value of such Engine as of the date of such
Discretionary Engine Modification, and such cost as so added shall also be
adjusted downward as of each Payment Date thereafter at a rate per annum equal
to *** of such cost.


 


“Administrative Agency
Agreement” means the Administrative Agency Agreement, dated as of
the Initial Closing Date, among the Administrative Agent, the Security Trustee,
the Indenture Trustee, WEST and each other WEST Group Member or any replacement
administrative agency agreement, including the Back-Up Administrative Agency
Agreement, with a replacement Administrative Agent, including the Back-Up
Administrative Agent.


 


“Administrative Agent”
means Willis, in its capacity as administrative agent under the Administrative
Agency Agreement, including its successors in interest and permitted assigns,
until another Person shall have become the administrative agent under such
agreement, after which “Administrative Agent” means such other Person.


 


“Administrative Agent Fee”
means, for any Payment Date, the compensation payable to the Administrative
Agent on such Payment Date in accordance with the terms of, and designated in,
the Administrative Agency Agreement.


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with, such
Person or is a director or officer of such Person; “control” of a Person means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting Stock, by contract or otherwise.


 


“Aggregate Adjusted
Borrowing Value” means, as of any date of determination, an amount
equal to the sum of (i) the Adjusted Borrowing Values (measured as of the
last day of the month immediately preceding such date of determination) of all
Engines then owned by any WEST Group Member, and (ii), during the Replacement
Period in respect of each Engine that was the subject of an Engine Disposition
in respect of which the Controlling Trustees have elected to reinvest all or a
portion of the Modified Net Sale Proceeds in a Replacement Exchange, 


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


3

















 


the amount of the
Modified Net Sale Proceeds to be so reinvested, provided,
however, that, for purposes of
calculating Maximum Borrowing Base, Senior Borrowing Base, Junior Borrowing
Base and Appraisal Deficiency Amount, (x) the Adjusted Borrowing Values of
the Engines described in clause (i) shall be reduced by the aggregate
amount of the Reserve Engine Adjusted Borrowing Values as of the date of
determination, and (y) if all or a portion of the Adjusted Base Value of
the Engine that was the subject of an Engine Disposition described in clause (ii) consists
of a Reserve Engine Adjusted Borrowing Value, only the Modified Net Sale
Proceeds in excess of such Reserve Engine Adjusted Borrowing Value of such
Engine as of the date of such Engine Disposition shall be taken into account
for purposes of clause (ii).


 


“Aggregate Note Principal
Balance” means, as of any date of determination, an amount equal to
the sum of the then Outstanding Principal Balance of all Series of Notes
then Outstanding.


 


“Aggregate Unused
Commitments” means, as of any date of determination, an amount equal
to the sum of the then Unused Commitments of all Series of Warehouse Notes
then outstanding.


 


“Agreed Currency”
has the meaning given to such term in Section 13.06(a) hereof.


 


“aircraft engine”
means a basic power jet propulsion engine assembly for an aircraft that is
Stage 3 or later compliant (without reliance on a noise reduction or “hush”
kit), including its essential accessories as supplied by the manufacturer of
such aircraft engine, but excluding the nacelle, and including any QEC Kit and
any and all modules and Parts incorporated in, installed on or attached to each
such engine from time to time and any substitutions therefor.


 


“Airworthiness Directive” means
any mandatory maintenance directive issued by any Aviation Authority having
jurisdiction over any Engine or by the FAA or the EASA.


 


“Allocable Minimum
Principal Payment Amount” means, for any Optional Redemption or
Acquisition Balance Redemption for any Series of Notes, an amount equal to
the product of the Minimum Principal Payment Amount for such Series of
Notes on the Redemption Date and the applicable Redemption Fraction.


 


“Allocable Scheduled
Principal Payment Amount” means, for any Optional Redemption or
Acquisition Balance Redemption for any Series of Notes, an amount equal to
the product of the Scheduled Principal Payment Amount for such Series of
Notes on the Redemption Date and the applicable Redemption Fraction.


 


“Allocated Amount”
means (a) for an Initial Engine (other than the Third Remaining Engine),
an amount equal to the product of (i) the sum of (x) the Net Proceeds
from the sale of all of the Term Notes on the Initial Closing Date and (y) the
Loans made by the Holders of the Warehouse Notes on the Initial Closing Date,
and (ii) a fraction, the numerator of which is the Initial Borrowing Value
of such Initial Engine and the denominator of which is the sum of the Initial
Borrowing Values of all Initial Engines (other than the Third Remaining Engine)
and (b) for an Additional Engine, the amount stated in the related
Supplement for the Series of Notes, the proceeds of which are used to
finance the acquisition of such Additional Engine.


 


4

















 


“Allowed Restructuring”
has the meaning given to such term in Section 5.02(f)(i) hereof.


 


“Amended and Restated
Indenture” has the meaning set forth in the preamble hereof.


 


“Annual Appraised Value”
means, with respect to any Engine, the mathematical average of three Appraised
Values of such Engine made in accordance with Section 5.03(f) hereof.


 


“Annual Budget”
means an operating budget and an Engine expenses budget that has been adopted
by WEST for the period beginning on the Initial Closing Date and ending December 31,
2005 and for each calendar year thereafter through December 31, 2007, and
that will be adopted for each succeeding calendar year.


 


“Annual Report”
has the meaning given to such term in Section 2.14(a) hereof.


 


“Applicable Date”
means, (a) in respect of each annual Maintenance Reserve Evaluation, January 1
of the year in which it is delivered, and (b) in respect of any Maintenance
Reserve Evaluation delivered in connection with the issuance of an Additional Series of
Notes, the date specified in the related Supplement.


 


“Applicable Law”
means all applicable laws, rules, statutes, ordinances, regulations and orders
of Governmental Authorities, including, without limitation, the applicable
laws, rules, regulations and orders of each Aviation Authority.


 


“Applicable
Percentage” means, as of the Determination Date next preceding any
Redemption Date in respect of an Additional Series of Fixed Rate Notes, a
fraction the numerator of which is the excess, if any, of (i) the portion
of the Outstanding Principal Balance of the Notes of such Additional Series being
redeemed over (ii) the excess, if any, of (A) the Outstanding Principal
Balance of such Notes as of such Determination Date (after giving effect to any
reductions therein that would have been made on such Payment Date in the
absence of any such Redemption) over (B) the Assumed Principal Balance of
such Notes as of such Determination Date, and the denominator of which is the
Assumed Principal Balance of such Notes as of such Determination Date.


 


“Applied Provider Advance” means
the portion of any Provider Advance Balance in the Senior Cash Collateral
Account withdrawn as a Shortfall Drawing.


 


“Appraisal”
means a desktop appraisal of an Engine or an aircraft engine, i.e., an
appraisal without a physical inspection of an Engine or an aircraft engine,
performed by an Appraiser to determine the Appraised Value of such Engine or aircraft
engine.


 


“Appraisal Date”
has the meaning given to such term in Section 5.03(f) hereof.


 


“Appraisal Deficiency
Amount” means, as of any date of determination, the amount, if any,
by which the Aggregate Adjusted Borrowing Value exceeds the sum of (x) the
most recent Annual Appraised Values of all Engines and (y) the Balance in
the Engine Reserve Account on such date.


 


5

















 


“Appraised Value”
means, with respect to an Engine, the Adjusted Base Value of such Engine as
determined in an Appraisal.


 


“Appraiser”
means an independent appraiser that is a member of the International Society of
Transport Aircraft Trading (“ISTAT”) or, if
ISTAT ceases to exist, any similar professional aircraft appraiser organization
in which at least one of the Initial Appraisers is a member that is approved by
a Special Majority of the Controlling Trustees.


 


“Approved Manufacturer”
means each of CFM International, General Electric Corporation, Pratt &
Whitney, Rolls Royce, International Aero Engines and each other Person that is
approved by a Special Majority of the Controlling Trustees.


 


“Asset Transfer Agreement”
means the Asset Transfer Agreement, dated as of the Initial Closing Date, among
WEST, Willis and WEST Funding.


 


“Assumed Principal Balance” means, as of the Determination Date
immediately  preceding any Redemption
Date in respect of the Redemption of an Additional Series of Fixed Rate
Notes, the sum of the Assumed Principal Payments for such Series.


 


“Assumed
Principal Payments” means, as of the Determination Date
immediately  preceding any Redemption
Date in respect of the Redemption of an Additional Series of Fixed Rate
Notes, each of the principal payment amounts for such Additional Series of
Fixed Rate Notes for each date specified in a schedule in the Supplement
relating to such Additional Series of Fixed Rate Notes falling after such
Redemption Date and ending on the final Payment Date for such Additional Series of
Fixed Rate Notes or any other specified date.


 


“Authorized Agent”
means, with respect to the Notes of any Series, any authorized Paying Agent or
Note Registrar for the Notes of such Series.


 


“Available Collections
Amount” means, for any Payment Date, the amount of Collections in
the Collections Account on the immediately preceding Determination Date, plus
or minus, as applicable, the aggregate amount of all transfers to be made to or
from the Collections Account during the period beginning on such Determination
Date and ending on such Payment Date, including Investment Earnings for the
Collection Period ending on such Determination Date, the amount of any
Collections Loan being made on such Payment Date and any transfers from the
Security Deposit/Lessee-Funded Account and the Engine Reserve Account but
excluding any Shortfall Advances and any Shortfall Drawings from the Senior
Cash Collateral Account and any withdrawals from the Senior Restricted Cash
Account or the Junior Restricted Cash Account.


 


“Available
Sale Proceeds” means the following portions of Modified Net Sale
Proceeds from an Engine Disposition:


 


(a) If WEST does not elect to
reinvest any of the Modified Net Sale Proceeds from an Engine Disposition in a
Replacement Exchange, the Available Sale Proceeds will be equal to the Modified
Net Sale Proceeds in excess of the Reserve Proceeds from such Engine
Disposition, and such Available Sale Proceeds will be included in the Available
Collections Amount on the next Payment Date after the Engine Disposition.


 


6
















 


(b) If WEST elects to reinvest all
of the Modified Net Sale Proceeds from an Engine Disposition in a Replacement
Exchange but in fact reinvests less than all of such Modified Net Sale Proceeds
within the Replacement Period, the Available Sale Proceeds will be equal to the
amount of the Modified Net Sale Proceeds from such Engine Disposition, if any,
which is in excess of the Reserve Proceeds from such Engine Disposition and
which is transferred to the Collections Account at the end of the applicable
Replacement Period, and such Available Sale Proceeds will be included in the
Available Collections Amount on the first Payment Date succeeding the end of
the Replacement Period.


 


(c)  If WEST elects to reinvest
less than all of the Modified Net Sale Proceeds from an Engine Disposition, the
portion of the Modified Net Sale Proceeds, if any, which is in excess of the
Reserve Proceeds from such Engine Disposition and which is not to be
reinvested, will be treated as Available Sale Proceeds and will be included in the
Available Collections Amount on the next succeeding Payment Date; if the
portion of the Modified Net Sale Proceeds from such Engine Disposition that
WEST elects to reinvest is not fully reinvested, then the excess, if any, of
the amount that is not reinvested over the Reserve Proceeds from such Engine
Disposition will be treated as Available Sale Proceeds and will be included in
the Available Collections Amount on the first Payment Date succeeding the end
of the Replacement Period.


 


“Average Life
Date” means, with respect to any Additional Series of Fixed
Rate Notes as of any Payment Date, the last day of a period equal to the
Remaining Weighted Average Life of such Additional Series (as determined
for such Payment Date) that begins on such Payment Date.


 


“Aviation
Authority” means the FAA, the EASA and/or any other governmental
authority which, from time to time, has control or supervision of civil
aviation or has jurisdiction over the airworthiness, operation and/or
maintenance of an Engine.


 


“Back-Up Administrative
Agency Agreement” means the Back-Up Administrative Agency Agreement
dated as of the Initial Closing Date among the Back-Up Administrative Agent,
the Security Trustee, WEST and each other WEST Group Member or any replacement
back-up administrative agency agreement with a replacement Back-Up
Administrative Agent.


 


“Back-Up Administrative
Agent” means UT Finance, in its capacity as Back-Up Administrative
Agent under the Back-Up Administrative Agency Agreement, including its
successors in interest and permitted assigns, until another Person shall have
become the Back-Up Administrative Agent under such agreement, after which “Back-Up
Administrative Agent” means such other Person.


 


“Back-Up Administrative
Agent Fee” means the compensation (if any) payable to the Back-Up
Administrative Agent on such Payment Date in accordance with the terms of the
Back-Up Administrative Agency Agreement and designated as such therein.


 


“Back-Up Servicer”
means UT Finance, in its capacity as Back-Up Servicer under the Back-Up
Servicing Agreement, including its successors in interest, until another Person
shall 


 


7

















 


have become the Back-Up
Servicer under that agreement, after which “Back-Up Servicer” means such
successor Person.


 


“Back-Up Servicer Fee”
means, for any Payment Date, the compensation (if any) payable to the Back-Up
Servicer on such Payment Date in accordance with the terms of the Back-Up
Servicing Agreement and designated as such therein.


 


“Back-Up Servicing Agreement”
means that certain back-up servicing agreement, dated as of the Initial Closing
Date, among the Back-Up Servicer, the Security Trustee, WEST and each WEST
Group Member or any replacement back-up servicing agreement with a replacement
Back-Up Administrative Agent.


 


“Balance” means,
with respect to any Account as of any date, the sum of the cash deposits in
such account and the value of any Permitted Investments held in such Account as
of such date, as determined in accordance with Section 1.02(m) hereof.


 


“Base Interest”
has, with respect to a specific Series of Series B Notes, the meaning
given to such term in the related Supplement.


 


“Base Interest Amount”  means,
with respect to any Series of Series B Notes, that amount of Base
Interest due and payable on such Series B Notes on a Payment Date,
including any Base Interest due and payable on such Series B Notes on a
prior Payment Date that was not paid on such prior Payment Date.


 


“Base
Interest Shortfall” has the meaning given to such term in Section 3.13(d)(ii) hereof.


 


“Base Value”
means, with respect to an Engine or an aircraft engine, an Appraiser’s opinion
of the underlying economic value of the Engine or aircraft engine, in an open,
unrestricted, stable market environment with a reasonable balance of supply and
demand, and with full consideration of the Engine’s or aircraft engine’s “highest
and best use,” the engine model’s historical trend of values and such Appraiser’s
projection of value trends, presuming an arm’s-length, cash transaction between
willing, able and knowledgeable parties, acting prudently, with an absence of
duress and with a reasonable period of time available for marketing,


 


“Beneficial Interest”
means, with respect to WEST, a beneficial interest in WEST consisting
of a specified percentage interest in the residual value of WEST, the right to
the allocations and distributions in respect of such beneficial interest and
all other rights of  a holder of a
beneficial interest in WEST as a statutory trust.


 


“Beneficial Interest Certificate”
has the meaning set forth in the Trust Agreement.


 


“Benefit Plan” of any Person, means, at any time, any
employee benefit plan (including a multiemployer plan as defined in Section 4001(a)(3) of
ERISA), the funding requirements of which (under Section 302 of ERISA or Section 412
of the Code) are, or at any time within six years immediately preceding the
time in question were, in whole or in part, the responsibility of such Person.


 


8

















 


“Book-Entry Notes”
means the Regulation S Book-Entry Notes and the 144A Book-Entry Notes.


 


“Borrowing Base Adjustment
Amount” means, as of any date of determination, an amount equal to
the sum of (a) the applicable Appraisal Deficiency Amount as of such date,
and (b) the sum of all applicable Sale Proceeds Surplus Amounts as of such
date.


 


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks
in New York, New York and San Francisco, California are authorized by law to
close, and, for purposes of calculating LIBOR, London, England.


 


“Buyer” has the
meaning set forth in Schedule 5 hereto.


 


“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.


 


“Cape Town Convention” means the
Convention on International Interests in Mobile Equipment and the Protocol to
the Convention on International Interests in Mobile Equipment on Matters
Specific to Aircraft Equipment, signed in Cape Town, South Africa on December 16,
2001, together with all regulations and procedures issued in connection
therewith, and all other rules, amendments, supplements, modifications, and
revisions thereto, all as in effect under the laws of the United States of
America, as a contracting state.


 


“Cede” means,
Cede & Co., as nominee for DTC.


 


“CFM56-7B Engine”
means a model CFM56-7B aircraft engine manufactured by CFM International.


 


“Class” means,
if specified by a Supplement with respect to a Series, a class of Notes of such
Series having the same rights to payment as all other Notes of such class,
as specified by such Supplement.


 


“Clearing Agency
Participant” means a Person who has an account with Clearstream.


 


“Clearstream”
means Clearstream Banking, a French société anonyme.


 


“Closing Date”
means in the case of (i) the Initial Notes, the Initial Closing Date, (ii) any
Additional Notes, the relevant Series Issuance Date of such Notes.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Collateral”
means the Trust Collateral and the Mortgage Collateral, collectively.


 


“Collateral Liquidation
Notice” means a written notice from the Control Parties for the
Senior Series representing a majority of the Outstanding Principal Balance
of the Senior Series, directing the Indenture Trustee to liquidate the
Collateral in accordance with Section 4.02(b) and the Security Trust
Agreement.


 


9

















 


“Collection Period”
means, unless otherwise specified in the Supplement for any Series of Notes,
with respect to each Payment Date other than the first Payment Date in respect
of a Series, the period commencing on the first day of the calendar month
immediately preceding the month in which such Payment Date occurs and ending on
the last day of such calendar month and, in the case of the first Payment Date
in respect of a Series (other than the Initial Notes), the period
commencing on the Series Issuance Date, for any Additional Series, and
ending on the last day of the first full calendar month following such Series Issuance
Date.  There was no Collection Period for
the first Payment Date in respect of the Initial Notes, and the payments of
principal and interest made on such first Payment Date were funded in part out
of the proceeds of the Initial Notes and deposited in the Collections Account.


 


“Collections”
means, with respect to a Collection Period, all amounts (without duplication)
received by the WEST Group, including, but not limited to, (i) Lease
Payments, (ii) amounts withdrawn under any Security Deposit or other
assurance in respect of a Lessee’s obligations under a Lease, (iii) amounts
received in respect of claims for damages or in respect of any breach of
contract for nonpayment of any of the foregoing, (iv) the Net Sale
Proceeds of any Engine Disposition or amounts received under any Engine
Disposition Agreement (except for any portion of such Net Sale Proceeds that
WEST shall direct to be deposited into either the Engine Replacement Account or
a Qualified Escrow Account), (v) Modified Net Sale Proceeds deposited in
the Engine Replacement Account or a Qualified Escrow Account, not applied to
the purchase or funding of an Additional Engine or Qualified Engine
Modification and transferred from the Engine Replacement Account (or received from
a Qualified Intermediary) due to a failure to acquire or fund Additional
Engines or Qualified Engine Modifications within the relevant Replacement
Period, (vi) net
payments to WEST under any Hedging Agreement maintained in accordance with the
terms of this Indenture, (vii) investment income, if any, on all amounts
on deposit in the Accounts (except to the extent that any Lease requires such
investment income to be maintained as Segregated Funds), (viii) any
proceeds or other payments received under the Related Documents, including
amounts transferred to the Collections Account from the Engine Acquisition
Account, (ix) any proceeds of any Collections Loan made pursuant to Section 3.18
hereof, (x) the portion of the Net Proceeds of the Series 2005-A1
Term Notes and Series 2005-B1 Term Notes deposited in the Collections
Account on the Initial Closing Date, and (xi) any other amounts received by
WEST or any other WEST Group Member (including any amounts received from any
other Subsidiary of WEST, whether by way of distribution, dividend, repayment
of a loan or otherwise), but not including (w) any funds to be applied in
connection with a Redemption, (x) any Shortfall Advances or Shortfall
Drawings, (y) any amounts received as equity contributions permitted by Section 5.02(i) and
(z) other amounts required to be paid over to any third party pursuant to
any Related Document.


 


“Collections Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“Collections Loan”
means a Loan, the proceeds of which are to be deposited in the Collections
Account pursuant to Section 3.18 hereof and used to increase the Available
Collections Amount on the applicable Payment Date, subject to the terms of such
Section 3.18.


 


“Commitment Fee”
has, with respect to any Series of Warehouse Notes, the meaning set forth
in the related Supplement.


 


10

















 


“Commitment Fee Amount” means, with
respect to a specific Series of Warehouse Notes on a Payment Date, the
amount of the Commitment Fee due and payable in respect of such Series of
Warehouse Notes on such Payment Date, including any Commitment Fees due
and payable on a prior Payment Date that were not paid on such prior Payment
Date.


 


“Concentration Limits”
means the limits set forth in Exhibit E hereto, as such limits may be
adjusted from time to time as provided in Section 5.03(e).


 


“Concentration Variance
Limits” has the meaning given to such term in Section 5.03(e) hereof.


 


“Concentration Violation”
means a breach of the covenant set forth in Section 5.03(e) hereof
(with or without regard to the Concentration Variance Limits as specified in
this Indenture) if effect were given to any sale, transfer, lease or other
disposition or any purchase or other acquisition pursuant to an Engine
Disposition Agreement regardless of whether such sale, transfer, lease or other
disposition or purchase or other acquisition is scheduled or expected to occur
after the date on which such Engine Disposition Agreement becomes binding on
WEST or a WEST Group Member.


 


“Consent Fee”
means any fee paid to the Holders of a Series of Notes in connection with
their review and/or approval of proposed amendments of the Indenture or any
other matter requiring their consent, whether by a Required Majority or by all
Holders, as such fee may be approved in accordance with Section 5.02(d).


 


“Contract of Sale”
has the meaning given to such term in the Cape Town Convention.


 


“Control Party”
means (a), in respect of any Series of Term Notes and any Series of
Warehouse Notes after the occurrence of a Conversion Event with respect to such
Series of Warehouse Notes, unless otherwise provided in the Supplement
related to such Series, Holders of Notes of such Series representing more
than fifty percent (50%) of the then aggregate Outstanding Principal Balance of
all Outstanding Notes of such Series, and (b), in the case of any Series of
Warehouse Notes prior to the occurrence of a Conversion Event with respect to
such Series, unless otherwise provided in the Supplement related to such
Series, Holders of Notes of such Series representing more than fifty
percent (50%) of the aggregate Maximum Commitments of the holders of such
Warehouse Notes; provided, however,
that, for the Senior Liquidity Facility (including any Replacement Liquidity
Facility), at any time from and including the date that is no earlier than 30
months from the date on which a Collateral Liquidation Notice has been
delivered, the Senior Liquidity Provider shall have the right to elect, by at
least fifteen (15) Business Days’ prior written notice to the Indenture
Trustee, to become the Control Party for the Series A Notes thereafter,
but only for so long as any Liquidity Obligations due to the Senior Liquidity
Provider remain unpaid.


 


“Controlling Trustee”
means each of the four (4) trustees of WEST designated as such in
accordance with the terms of the Trust Agreement.


 


“Conversion Date”
means, with respect to any Series of Warehouse Notes, the date specified
as such in the related Supplement.


 


11

















 


“Conversion Event”
means, with respect to a Series of Warehouse Note, the earliest to occur
of (a) the Conversion Date for such Series of Warehouse Notes, (b) an
Early Amortization Event, (c) an Event of Default, (d) a Servicer Termination
Event and (e) any other event or condition specified in the related
Supplement for such Series of Warehouse Notes.


 


“Conversion Step-Up
Interest” has, with respect to a specific Series of Notes, the
meaning given to such term in the related Supplement.


 


“Conversion Step-Up Interest Amount”
means, with respect to any Series of Notes, that amount of
Conversion Step-Up Interest due and payable on such Series of Note on a
Payment Date, including any Conversion Step-Up Interest due and payable on a prior
Payment Date that was not paid on such prior Payment Date.


 


“Core Lease
Provisions” means the requirements for Leases set forth in Exhibit I.


 


“Corporate Obligations”
has the meaning given to such term in Section 12.02(a) hereof.


 


“Corporate Trust Office”
means, with respect to the Indenture Trustee, the office of such trustee in the
city at which at any particular time its corporate trust business shall be
principally administered and, with respect to the Indenture Trustee on the date
hereof, shall be 60 Wall Street, MS NYC 60-2606, New York, NY 10005, Attention:
Trust & Security Services - Structured Finance Services, or at any other time at such other address as
the Indenture Trustee may designate from time to time by notice to the Holders
and WEST.


 


“Currency Hedge Agreements”
means an ISDA currency swap, options, and any other similar hedging
arrangements (including, without limitation, the current or forward purchase
and sale of non-Dollar currency) between WEST or any other WEST Group Member
and the Eligible Hedge Counterparty named therein, including any schedules and
confirmations prepared and delivered in connection therewith, in form and
substance meeting the Rating Agency Hedging Requirements, pursuant to which (i) WEST
will receive payments from, or make payments to, the Eligible Hedge
Counterparty as provided therein and (ii) recourse by the Eligible Hedge
Counterparty to WEST is limited to distributions in accordance with the
priority of payments set forth in Section 3.14 hereof.


 


“Custodial Agreement”
means the Custodial Agreement dated as of the Initial Closing Date among the
Custodial Agent, the Security Trustee and WEST or any replacement custodial
agreement with a replacement Custodial Agent.


 


“Default” means
a condition, event or act which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.


 


“Default Notice”
has the meaning given to such term in Section 4.02(a) hereof.


 


“Definitive Note”
means a note issued in definitive form pursuant to the terms and conditions of
this Indenture and the related Supplement, the form of which shall be
substantially in the form of the applicable Note Form for such Note, with
the legends required by Section 2.02 for a Definitive Note inscribed
thereon and with such changes therein and such additional information as may be
specified in the Supplement pursuant to which such Note is issued.


 


12

















 


“Delivery Date”
means, in the case of any Engine, the date on which title to such Engine or the
Engine Interest in respect of such Engine is transferred to WEST or an Engine
Subsidiary, provided that the Delivery Date for the
Engines owned by WEST Funding on the Initial Closing Date is the Initial
Closing Date.


 


“Delivery Period”
means (i) with respect to the Initial Engines, the period commencing on
the Initial Closing Date and continuing until the earlier to occur of (x) the
date on which an Early Amortization Event or an Event of Default occurs and (y) October 9,
2005, (ii) with respect to any Additional Engines being acquired with the
proceeds of Additional Notes that are Term Notes, the period beginning on the
Closing Date for such Series of Term Notes, the proceeds of which are
being used to finance such Additional Engines, and ending on the date specified
in the related Supplement or, if earlier, the date on which an Early
Amortization Event or an Event of Default occurs, and (iii) with respect
to any Additional Engine being acquired with the proceeds of Warehouse Notes,
the period beginning on the Funding Date on which WEST receives the proceeds of
such Warehouse Notes to be used to acquire such Additional Engine and ending
such number of days after such Funding Date as may be specified in the related
Supplement for such Warehouse Notes or, if earlier, the date on which an Early
Amortization Event or an Event of Default occurs.


 


“Determination Date”
means the last day of the calendar month immediately preceding each Payment
Date.


 


“Direct Participants”
means securities brokers and dealers, banks, trust companies and clearing
corporations, and may include certain other organizations which access the DTC
system directly.


 


“Direction” has
the meaning given to such term in Section 1.04(c) hereof.


 


“Discretionary Engine
Modification” means a modification or improvement of an Engine, the
cost of which is capitalized in accordance with U.S. GAAP that is not a
Mandatory Engine Modification. A Discretionary Engine Modification shall
include, without limitation, any Qualified Engine Modification, the cost of
which is capitalized in accordance with U.S. GAAP.


 


“Disposition Fee”
means, for any Engine Disposition (other than an Engine Disposition resulting
from a Total Loss), an amount equal to the product of (i) three percent
(3%) and (ii) the Net Sale Proceeds in respect of such Engine Disposition
(such Net Sale Proceeds to be calculated without deducting the amount of the
Disposition Fee).


 


“Dollars” or “$”
means the lawful currency of the United States of America.


 


“Downgrade Advance” has the
meaning given to such term in Section 3.20(c).


 


“Downgrade Event”
has the meaning given to such term in the Senior Liquidity Facility.


 


“Downgraded Facility” has the
meaning given to such term in Section 3.20(b).


 


“DTC” means The
Depository Trust Company, a limited purpose trust company organized under the
New York Banking Law, its nominees and their successors.


 


13

















 


“DTC Participants”
means Euroclear, Clearstream or other Persons who have accounts with DTC.


 


“Early Amortization Event”
means, as of any Payment Date, the existence of any one or more of the
following events or conditions, unless the occurrence of such event or
condition is waived by a Requisite Majority:


 


(a)           The Back-Up Servicing Agreement has been
terminated and a replacement Back-Up Servicer shall not have assumed the duties
of the Back-Up Servicer within sixty (60) days of such termination; provided that such Early Amortization Event shall terminate
on the date on which a replacement Back-Up Servicer shall have assumed the
duties of the Back-Up Servicer;


 


(b)           A Servicer Termination Event has
occurred, and a replacement Servicer has not assumed the duties of the Servicer
within thirty (30) days after the occurrence of such Servicer Termination Event;
provided that such Early Amortization
Event shall terminate on the date on which a replacement Servicer, which may be
the Back-Up Servicer, shall have assumed the duties of the Servicer;


 


(c)           A Maximum Borrowing Base Deficiency
occurs on three (3) consecutive Payment Dates, provided
that such Early Amortization Event shall terminate on the date on which a
subsequent Monthly Report indicates that a Maximum Borrowing Base Deficiency no
longer exists;


 


(d)           WEST’s EBIT Ratio (calculated in
accordance with U.S. GAAP at the end of the four (4) calendar quarters
immediately preceding such Payment Date on a rolling four (4) quarter
basis) is less than 1.10 for four (4) consecutive Payment Dates, provided that such Early Amortization Event shall terminate
on the fourth consecutive Payment Date on which WEST has been in compliance
with the above EBIT Ratio;


 


(e)           The Maximum Borrowing Base is less
than Seventy-Five Million Dollars ($75,000,000); provided
that such Early Amortization Event shall terminate on the date on which the
Administrative Agent certifies to the Indenture Trustee in writing that the
Maximum Borrowing Base is at least Seventy-Five Million Dollars ($75,000,000);


 


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


 


(g)           WEST shall be subject to an entity
level tax on its income on net capital or to registration as an “investment
company” under the Investment Company Act of 1940, as amended; provided that such Early Amortization Event shall terminate
on the date on which the Administrative Agent certifies to the Indenture
Trustee in writing that WEST is 


 


14

















 


no longer subject to such tax or is
not subject to such registration, as applicable as certified by the Controlling
Trustees to the Indenture Trustee in writing; and


 


(h)           Any other event or condition approved
by a Requisite Majority as an amendment to this definition of Early
Amortization Event.


 


“EASA” means the
European Aviation Safety Agency.


 


“EBIT” means,
for any fiscal period, WEST’s earnings (loss) before Interest Expense and
taxes, including  gains and losses from the sale of assets and foreign
exchange transactions, in all cases determined in accordance with U.S. GAAP.


 


“EBIT Ratio”
means, for WEST as of any Payment Date, the ratio of (a) EBIT to (b) 
Interest Expense, in each case for the most recently concluded four (4) calendar
quarters; provided, however, that
for the first three (3) calendar quarters of WEST following the Initial
Closing Date, EBIT and Interest Expense through the end of any such quarter
under consideration will, for purposes of this calculation, be calculated on an
annualized basis by multiplying actual EBIT or Interest Expense for the
calendar quarters which have been completed since the Closing Date by a
fraction, the numerator of which is four (4) and the denominator of
which is the number of full fiscal quarters then completed.


 


“Effective Date”
means the date of this Amended and Restated Indenture.


 


“Effective Date Engines”
means the Initial Engines and all other Engines that have been acquired by WEST
up to and including the Effective Date, as all such Engines are identified on
Schedule 4-2 hereto.


 


“Eligibility Requirements”
has the meaning given to such term in Section 2.03(b) hereof.


 


“Eligible Account”
means a “deposit account” (within the meaning of Section 9-102(a)(29) of
the UCC) or Securities Account (as defined in the Security Trust Agreement)
maintained with an Eligible Institution in the name of WEST or another WEST
Group Member in accordance with the Related Documents and pledged to the
Security Trustee pursuant to the Security Trust Agreement.


 


“Eligible Hedge
Counterparty” means either of the following: (a) at the time of
execution and delivery of the related Interest Rate Hedge Agreement, any bank
or other financial institution (or any party providing credit support on such
Person’s behalf) that has (x) a long-term unsecured debt rating of at
least “A” from Fitch and “A2” from Moody’s or (y) a short-term unsecured
debt rating of at least “F-1” from Fitch and “P-1” from Moody’s or is otherwise
approved by a Rating Agency Confirmation or (b), at the time of any transfer of
an Interest Rate Hedge Agreement, any bank or other financial institution (or
any party providing credit support on such Person’s behalf) that satisfies the
criteria in clause (a).


 


“Eligible Institution”
means (a) any depository institution or trust company, with a capital and
surplus of not less than $250,000,000, whose long-term unsecured debt rating
from each Rating Agency is not less than A (or the equivalent) and whose
deposits are insured by the Federal Deposit Insurance Corporation or (b) a
federally or state chartered depository institution, 


 


15

















 


with a capital and
surplus of not less than $250,000,000, subject to regulations regarding
fiduciary funds on deposit substantially similar to 12 C.F.R. § 9.10(b),
including, without limitation, a California chartered depository institution
meeting such capital and surplus requirements, subject to regulation under
California Financial Code section 1562, that in each case has a long-term
unsecured debt rating from each Rating Agency of not less than A (or the
equivalent) or a short-term unsecured debt rating of P-1 by Moody’s and, if
rated by Fitch, at least F1 by Fitch, and including the Senior Liquidity
Provider so long as the Senior Liquidity Provider shall otherwise so qualify
and shall have waived all rights of set-off and counterclaim with respect to
the account to be maintained as an Eligible Account.


 


“Encumbrance”
means any mortgage, pledge, lien, encumbrance, charge or security interest,
including, without limitation, any conditional sale, any sale without recourse
against the sellers, or any agreement to give any security interest over or
with respect to any WEST Group Member’s assets (excluding Lessee Funds that are
Segregated Funds), including, without limitation, all Stock and any
Indebtedness of any Subsidiary held by WEST or any other WEST Group Member.


 


“Engine” means
an aircraft engine owned by any WEST Group Member that is subject to the Lien
of the Security Trustee under an Engine Mortgage.


 


“Engine Acquisition Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“Engine Cycle”
means the operation of an Engine on an aircraft during a single flight from
take-off to landing.


 


“Engine Disposition”
means any sale, transfer or other disposition of any Engine (or an interest
therein), including by reason of such Engine suffering a Total Loss.


 


“Engine Disposition
Agreement” means any lease, sublease, conditional sale agreement,
finance lease, hire purchase agreement or other agreement (other than an
agreement relating to maintenance, modification or repairs) or any purchase
option granted to a Person other than WEST or any other WEST Group Member to
purchase an Engine pursuant to a purchase option agreement, in each case
pursuant to which any Person acquires or is entitled to acquire legal title to,
or the economic benefits of ownership of, such Engine.


 


“Engine Interest”
means the ownership interest in an Engine Trust that owns an Engine.  The acquisition or disposition of all of the
Engine Interest with respect to an Engine Trust that holds an Engine
constitutes, respectively, the acquisition or disposition of that Engine.


 


“Engine Mortgage”
means each mortgage executed and delivered by WEST or a WEST Subsidiary
substantially in the form attached to the Security Trust Agreement, pursuant to
which WEST or such WEST Subsidiary shall grant a security interest to the
Security Trustee in each Engine owned by it and related assets and in all
Leases of such Engine.


 


“Engine Replacement Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


16

















 


“Engine Reserve Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“Engine Reserve Deposit”
has the meaning given to such term in Section 5.04(d) hereof.


 


“Engine
Reserve Excess Amount” means, as of the Effective Date, the excess
of the Balance in the Engine Reserve Account as of the Effective Date over the
initial Engine Reserve Minimum Balance and, as of any Payment Date after the
Effective Date, the excess of the Balance in the Engine Reserve Account as of
the related Determination Date over the sum of (a) the Engine Reserve
Minimum Balance as of such Determination Date and (b) the MRE Reserve
Increment, if any, applicable as of such Determination Date, provided, that, if an Engine Reserve Deposit is greater than
zero on any Payment Date, the Engine Reserve Excess Amount shall be deemed to
be zero on such Payment Date.


 


“Engine
Reserve Excess Balance” means the portion of the Balance in the
Engine Acquisition Account equal to the sum of the Engine Reserve Excess
Amounts deposited in the Engine Acquisition Account minus the amounts withdrawn
from the Engine Acquisition Account that are designated as withdrawals of such
Engine Reserve Excess Amounts in accordance with Section 3.03.


 


“Engine
Reserve Minimum Balance” means (a) as of the Effective Date,
the greater of the Engine Reserve Required Amount and the Half-Life Restoration
Amount, each as determined in the Maintenance Reserve Appraisal, and (b) as
of any Determination Date after the delivery of the Maintenance Reserve
Evaluation during the first quarter of 2008, the amount specified as such in
such Maintenance Reserve Evaluation or any subsequent Maintenance Reserve
Evaluation that in each case is effective as of such Determination Date as
provided in Section 5.04(d)(ii).


 


“Engine Reserve Required
Amount” means, in respect of the Maintenance Reserve Appraisal and
any Maintenance Reserve Evaluation, an amount equal to the product of (a) ten
percent (10%) and (b) the sum of (i) the Engine Shop Visit Cost and (ii) the
Life Limited Parts Cost, each as determined in the Maintenance Reserve
Appraisal or such Maintenance Reserve Evaluation.


 


“Engine Shop Visit Cost”
means the total cost of engine shop visits for all of the Engines in the Portfolio
as of the Applicable Date in the Maintenance Reserve Evaluation setting forth
such cost.


 


“Engine Subsidiaries”
means, as of the Initial Closing Date, those Persons or other entities set
forth on Schedule 1 to this Indenture as Engine Subsidiaries and their
successors, together with any other WEST Subsidiary (other than any Engine
Trust) holding title to Engines or holding Engine Interests.


 


“Engine Thrust Upgrade”
means the modification of an Engine in accordance with the requirements of the
manufacturer and the applicable Aviation Authority to increase its thrust
rating.


 


“Engine Trust Agreement”
means, as of the Initial Closing Date, each owner trust agreement with an
Engine Trustee in effect on the Initial Closing Date, as set forth on Schedule 


 


17

















 


2-1 hereto, together with
any other trust agreement with an Engine Trustee under which an owner trust or
statutory trust estate is created with respect to an Engine and an Engine
Subsidiary holds the Engine Interest, whether or not such Engine Subsidiary was
the original grantor of such owner trust estate or holder of such Engine
Interest.


 


“Engine Trustee”
means, as of the Initial Closing Date, Wells Fargo Bank Northwest, National
Association, and its successors as owner trustee or statutory trustee under the
Engine Trust Agreements set forth on Schedule 2-1 hereto, together with each
other financial institution that acts as an owner trustee or statutory trustee
under any other Engine Trust Agreement.


 


“Engine Trusts”
means the owner trust or statutory trust estates created pursuant to the Engine
Trust Agreements.


 


“Enhancement Agreement”
means, any agreement, instrument or document governing the terms of any Series Enhancement
or pursuant to which any Series Enhancement is issued or outstanding.


 


“Equity Trustees”
means the three Controlling Trustees of WEST designated as such in the Trust
Agreement.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.


 


“Euroclear”
means Euroclear Bank S.N./N.V., as operator of the Euroclear System.


 


“Event of Default”
means the existence of any of the events or conditions described in Section 4.01
hereof.


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.


 


“Exchange Date”
means the date on which interests in each Regulation S Temporary Book-Entry
Note will be exchangeable for interests in an Unrestricted Book-Entry Note,
which shall be the later of (i) the fortieth (40th) day after the later of (a) the
Closing Date and (b) the completion of the distribution of the related Series of
Notes and (ii) the date on which the requisite certifications are due to
and provided to the Indenture Trustee.


 


“Expense Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“FAA” means the
United States Federal Aviation Authority or any governmental authority
succeeding to the functions thereof.


 


“Fee Letter” means the letter
between WEST and the Senior Liquidity Provider establishing the fees and other
amounts to be paid by WEST in respect of the Senior Liquidity Facility and any
such letter between WEST and any replacement Senior Liquidity Provider.


 


“Final Maturity Date”
means, with respect to a Series, the date set forth in the related Supplement
on or prior to which the Outstanding Principal Balance of, and accrued interest
on, all Notes of such Series are required to have been repaid in full.


 


18
















 


“Fitch” means
Fitch, Inc., and any successor thereto, or, if such corporation or its
successor shall for any reason no longer perform the functions of a securities
rating agency, “Fitch” shall be deemed to refer
to any other nationally recognized rating agency designated by WEST.


 


“Fixed Rate Note”
means, as provided in the related Supplement, any Note having a Stated Rate
that is a fixed percentage.


 


“Floating Rate Note”
means, as provided in the related Supplement, any Note having a Stated Rate
that varies with a specified index, such as LIBOR.


 


“Funding Date”
means each date on which WEST borrows funds in respect of a Series of
Warehouse Notes as set forth in the related Supplement for such Series of
Warehouse Notes.


 


“Future Lease”
means, in respect of any Engine, a Lease of such Engine entered into by any
WEST Group Member and any Lessee at any time after the Delivery Date for such
Engine.


 


“Governmental Actions”
means any and all consents, approvals, permits, orders, authorizations,
waivers, exceptions, variances, exemptions or licenses of, or registrations,
declarations or filings with, any Governmental Authority required under any
Applicable Law.


 


“Governmental Authority”
means any government, legislative body, regulatory authority, court,
administrative agency or commission or other governmental agency or
instrumentality (or any officer or representative thereof),  domestic, foreign or international, of
competent jurisdiction, including the European Union.


 


“Half-Life Restoration
Amount” means the sum, if positive, of the Maintenance Adjustment to
Half-Life for each of the Engines in the Portfolio as of the Applicable Date of
a Maintenance Reserve Evaluation; if such sum is negative, the Half-Life
Restoration Amount shall be zero.


 


“Hedge Counterparty”
means, in the singular, any one of, and in the plural, all of, the Eligible
Hedge Counterparties and their successors and assigns which have entered into a
Hedging Agreement.


 


“Hedge Default”
means the occurrence of an Event of Default described in Section 4.01(a), (f) or
(g).


 


“Hedge Payment”
means Periodic Hedge Payments and Hedge Termination Payments.


 


“Hedge Payment Account”
has the meaning given to such term in Section 3.12 hereof.


 


“Hedge Payment Shortfall”
has the meaning given to such term in Section 3.13(d)(i) hereof.


 


“Hedge Termination Payment”
means any payment due under a Hedging Agreement as a result of the termination
of such Hedging Agreement for whatever reason.


 


19

















 


“Hedged Lease” means a Lease
with an original term of more than one (1) year and which, in the case of
the Initial Engines as of the Closing Date and in the case of any Additional
Engine as of its Delivery Date, have more than one (1) year remaining in
its term.


 


“Hedging Agreement”
means an Interest Rate Hedge Agreement or a Currency Hedge Agreement, as
applicable.


 


“Increased Costs”
has the meaning, with respect to any Series of Warehouse Notes, given to
such term in the Supplement for such Series of Warehouse Notes.


 


“Indebtedness”
means, with respect to any Person at any date of determination (without
duplication), (i) all indebtedness of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person in respect of
letters of credit or other similar instruments (including reimbursement
obligations with respect thereto), (iv) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, which
purchase price is due more than six months after the date of purchasing such
property or service or taking delivery and title thereto or the completion of
such services, and payment deferrals arranged primarily as a method of raising
funds to acquire such property or service, (v) all obligations of such
Person under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified
and accounted for as a capital lease obligation under U.S. GAAP, (vi) all
Indebtedness (as defined in clauses (i) through (v) of this
paragraph) of other Persons secured by a lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person, and (vii) all
Indebtedness (as defined in clauses (i) through (v) of this
paragraph) of other Persons guaranteed by such Person.


 


“Indenture” has
the meaning set forth in the preamble hereof.


 


“Indenture Trustee”
has the meaning given to such term in the preamble hereof, and any successor
Indenture Trustee appointed in accordance with the terms hereof.


 


“Indenture Trustee Fees”
means  the compensation and expenses
(including attorneys fees and expenses and indemnification payments) payable to
the Indenture Trustee for its services under this Indenture and the other
Related Documents to which it is a party.


 


“Independent Controlling
Trustee” means the Controlling Trustee designated as such in the
Trust Agreement.


 


“Initial Appraisals”
means the Appraisals of the Initial Engines provided by the Initial Appraisers,
each dated as of a date during December, 2004.


 


“Initial Appraised Value”
means (i) in the case of each Initial Engine, the mathematical average of
the Appraised Values of such Engine in the Initial Appraisals, (ii) in the
case of any Additional Engine acquired with the proceeds of one or more Series of
Warehouse Notes, the mathematical average of the Appraised Values of such
Additional Engine provided in Appraisals by three (3) Appraisers, each
such Appraisal to be as of a date not more than six (6) months prior to
the Delivery Date of such Additional Engine by WEST or a WEST Group Member, and
(iii) in the case of any other Additional Engine, the mathematical average
of the Appraised Values of 


 


20

















 


such Additional Engine
provided in Appraisals by three (3) Appraisers, each such Appraisal to be
as of a date not more than six (6) months prior to the Closing Date for
the Series of Term Notes, the proceeds of which are to be used to finance
the acquisition of such Additional Engine.


 


“Initial Appraisers”
means any of or all of (as the context may require) AVITAS, Inc., BK
Associates, Inc. and International Bureau of Aviation, Ltd.


 


“Initial Borrowing Value”
means, (i) in respect of any Engine acquired from a Person that is not an
Affiliate of WEST, the purchase price paid by WEST or a WEST Group Member to
acquire such Engine and (ii) in respect of any Engine acquired from a
Person that is an Affiliate of WEST, the lower of (a) its Initial Appraised
Value and (ii) its book value on the records of the Affiliate seller as
determined under U.S. GAAP as consistently applied by such Affiliate seller as
of the date of acquisition.  The Initial
Borrowing Value of the Initial Engines is set forth in the Asset Transfer
Agreement.  A portion of the Initial
Borrowing Value of an Engine may consist of a Reserve Engine Initial Borrowing
Value, but any reference to the Initial Borrowing Value of an Engine shall be a
reference to the entire Initial Borrowing Value of such Engine, without regard
to any such Reserve Engine Initial Borrowing Value.


 


“Initial Closing Date”
means August 9, 2005.


 


“Initial Engine”
means each of the Engines (or an interest therein) identified on Schedule 4-1
hereto that was acquired by WEST through its acquisition of WEST Funding on the
Initial Closing Date or by WEST Funding during the Delivery Period beginning
thereon, in each case pursuant to the Asset Transfer Agreement.


 


“Initial Notes”
means all Series of Notes issued on the Initial Closing Date.


 


“Initial Remaining Engine”
means each of the Initial Engines that was not delivered on the Initial Closing
Date.


 


“Institutional Accredited
Investor” means a Person that is an “accredited investor” as that
term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act.


 


“Intercompany Loan”
has the meaning given to such term in Section 5.02(c)(vii) hereof.


 


“Interest Accrual Period”  means, except as may be otherwise
provided in the related Supplement for a Series of Notes, the period
beginning on each Payment Date and ending on (but excluding) the next
succeeding Payment Date, except that the initial Interest Accrual Period shall
begin on the Initial Closing Date and end on (but exclude) the first Payment
Date occurring after the Initial Closing Date.


 


“Interest Expense”
means, for any period, the aggregate amount of interest expense as shown for
such period on the income statement of WEST, determined in accordance with U.S.
GAAP.


 


“Interest Rate Hedge
Agreement” means an ISDA interest rate swap or cap agreement, collar
or other interest rate hedging instrument between WEST and the Eligible Hedge
Counterparty named therein, including any schedules and confirmations prepared
and delivered 


 


21

















 


in connection therewith,
pursuant to which (i) WEST will receive payments from, or make payments
to, the Eligible Hedge Counterparty as provided therein, and which (a) in
form and substance complies with the Rating Agency Hedge Requirements for such
agreements, (ii) limits recourse by the Eligible Hedge Counterparty to
WEST to distributions in accordance with the priority of payments set forth in Section 3.14
hereof, and (iii) is consistent with the requirements of Section 5.02(f)(iv).


 


“International Interest” has the meaning
set forth in the Cape Town Convention.


 


“International Registry” has the meaning
set forth in the Cape Town Convention.


 


“Investment
Earnings” means the actual amount of income earned on Permitted
Investments during any specified period with respect to the Balance in any
Account net of losses and investment expenses of the Administrative Agent in
making such investments.


 


“Investment Letter”
means a letter substantially in the form of Exhibit D attached hereto.


 


“ISDA” means
International Swap and Derivatives Association, Inc.


 


“Issuance Date”
means, in the case of a Series of Term Notes, the Series Issuance
Date, and, in the case of a Series of Warehouse Notes, the date on which a
Conversion Event occurs in respect of such Series of Warehouse Notes.


 


“Issuance Expenses”
means the aggregate amount of all subscription discounts, brokerage
commissions, placement fees, resale fees, structuring fees, out of pocket
transaction expenses and other similar fees, commissions and expenses relating
to the issuance of each Series of the Initial Notes or any Additional
Series, as specified in the related Supplement for each Series.


 


“JT8D-200
Engine” means a model JT8D-200 aircraft engine manufactured by Pratt &
Whitney, a division of United Technologies, Inc.


 


“Junior Borrowing Base”
means, as of any date of determination, the sum of (a) ***of the then
Aggregate Adjusted Borrowing Value plus (b) the Balance in the
Engine Acquisition Account on such date plus (c) the Balance in the
Junior Restricted Cash Account on such date plus (d) the Balance in
the Senior Restricted Cash Account on such date, minus *** of the
Borrowing Base Adjustment Amount as of such date, minus the Outstanding
Principal Balance of the Series A Notes.


 


“Junior Borrowing Base
Deficiency” means, as of any date of determination, the amount (if
any) by which (i) the then Outstanding Principal Balance of all Series B
Notes (after giving effect to any payments of Scheduled Principal Payment
Amounts on one or more Series B Notes on such date), exceeds (ii) the
Junior Borrowing Base as of such date.


 


“Junior Claim”
means (a) with respect to WEST Expenses, all other amounts payable in
accordance with Section 3.14 and (b) with respect to any other amount
payable in accordance with Section 3.14, all amounts other than Prior
Ranking Amounts in respect of such amount.


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


22

















 


“Junior
Claimant” means the holder of a Junior Claim.


 


“Junior Restricted Cash
Amount” means, as of each Closing Date, Funding Date and Payment
Date, an amount equal to the product of (i) three percent (3%) and (ii) the
sum of the Outstanding Principal Balances of all Series B Notes as of such
date, which Outstanding Principal Balances shall be calculated after giving
effect to all Loans made and Term Notes issued on such date and all principal
payments made on such date in respect of each Series B Note. The Junior
Restricted Cash Amount may be reduced by WEST subject to (a) receipt of a
Rating Agency Confirmation and (b) consent of the Control Party for each
Outstanding Series B Note.


 


“Junior Restricted Cash
Account” has the meaning given to such term in Section 3.01(a) hereof.


 


“Junior Shortfall”
has the meaning given to such term in Section 3.13(d) hereof.


 


“Junior Warehouse Note”
means any Warehouse Note that is designated as a Series B Note in the related
Supplement.


 


“Lease” means,
with respect to an Engine, any aircraft engine lease agreement, conditional
sale agreement, hire purchase agreement or other similar arrangement, as may be
in effect between a WEST Group Member that owns or leases-in such Engine (as
Lessor) and a Person that is not a WEST Group Member (as Lessee), as such
agreement or arrangement may be amended, modified, extended, supplemented,
assigned or novated from time to time in accordance with the Related Documents;
provided that if, under any sub-leasing
arrangement with respect to an Engine permitted by the Lease of such Engine and
executed by the Lessee and a sub-lessee, the Lessor of such Engine agrees to
receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee,
then the relevant sub-lease shall constitute the “Lease” of such Engine, and
the sub-lessee shall constitute the related “Lessee” with respect to such
Engine, but only to the extent of the provisions of such sub-lease agreement
relevant to such payments and collateral and to the extent agreed by the
relevant Lessor.


 


“Lease Payments”
means all lease payments and other amounts payable by or on behalf of a Lessee
under a Lease, including, without limitation, Rent Payments, Maintenance
Reserve Payments and Security Deposits.


 


“Lease Security Assignment”
means each lease security assignment executed and delivered by a WEST
Subsidiary substantially in the form attached to the Security Trust Agreement,
pursuant to which such WEST Subsidiary shall grant a security interest to the
Security Trustee in its rights in the head Lease of the Engine from a WEST
Group Member and related assets and in all Leases of such Engine.


 


“Lease Sub-Account” means a ledger account maintained by the
Administrative Agent in accordance with Section 3.07 with respect to
Security Deposits and with respect to Maintenance Reserve Payments that are to
be maintained as Segregated Funds.


 


23

















 


“Leasing Subsidiaries”
means, as of the Initial Closing Date, those Persons or other entities set
forth on Schedule 3 hereto and their successors, together with any other
bankruptcy remote special purpose entities to which the Engine Subsidiaries or
the Engine Trusts may lease one or more of the Engines, which are Lessors under
Leases of such Engines to Lessees and which are wholly owned directly or
indirectly by WEST.


 


“Lessee” means
each Person not a WEST Group Member who is the lessee or vendee under a Lease
of an Engine from time to time with any WEST Group Member.


 


“Lessee Funds”
means, either or both as the context may require, of (a) any Security
Deposits provided by a Lessee under a Lease and (b) any Maintenance
Reserve Payments that a Lessee is obligated to pay under a Lease and that are
Segregated Funds.


 


“Lessor” means,
with respect to any Lease, the WEST Group Member that is the lessor or vendor
under such Lease.


 


“Lessor Account”
has the meaning given to such term in Section 3.02(c).


 


“LIBOR” means,
for any Interest Accrual Period in respect of any Series of Notes, the
rate per annum, determined by the Indenture Trustee and notified in writing by
the Indenture Trustee to the Administrative Agent, which is the arithmetic mean
(rounded to the nearest 1/100 of 1%) of the offered rates for Dollar deposits
having a maturity of the Specified Period for such Series commencing on
the first day of such Interest Accrual Period that appears on the Reuters
Screen LIBOR01 (or otherwise on such page or screen as may replace such
Reuters Screen)  at approximately 11:00 a.m.,
London time on the Reference Date such Interest Accrual Period; provided, however, that if there shall at any time no longer
exist such Reuters Screen (or otherwise as aforesaid), “LIBOR”
means the rate per annum equal to the average rate at which the principal
London offices of Calyon are offered Dollar deposits for the Specified Period
and in a principal amount equal to an amount of not less than one million
Dollars ($1,000,000) at or about 10:00 a.m., New York City time, on the
Reference Date specified for such Interest Accrual Period in the London
Eurodollar interbank market for delivery on the first day of such Interest
Accrual Period.


 


“Lien” means the
security interest in the Mortgage Collateral created by the Engine Mortgages.


 


“Life Limited Parts”
means all parts of the Engines in the Portfolio that must or should be replaced
after their use for a specified number of Engine Cycles on the Engine in which
any such part is installed.


 


“Life Limited Parts Cost”
means the cost of replacing all Life Limited Parts in the Engines in the
Portfolio as of the Applicable Date set forth in the Maintenance Reserve
Evaluation setting forth such cost.


 


“Liquidity Advance”
means a Shortfall Advance, a Non-Extension Advance or a Downgrade Advance.


 


24

















 


“Liquidity Event of Default”
means the serving of a Collateral Liquidation Notice by the Control Party for
the Senior Series under the Indenture to WEST following the occurrence of
an Event of Default.


 


“Liquidity
Expenses” means, with respect to the Senior Liquidity Facility, all
Liquidity Obligations thereunder other than (a) the Liquidity Fee, (b) the
principal amount of any Liquidity Advance under the Senior Liquidity Facility
and (c) any interest accrued on any such Liquidity Obligations.


 


“Liquidity
Fee” means the commitment fee payable to the Senior Liquidity
Provider pursuant to the Fee Letter.


 


“Liquidity
Obligations” means, with respect to the Senior Liquidity Facility,
all principal, interest, fees and other amounts owing to the Senior Liquidity
Provider under the Senior Liquidity Facility.


 


“Loan” means any
amount borrowed by WEST from the Holder or Holders of any Series of
Warehouse Notes, pursuant to the related Supplement for such Series.


 


“Maintenance Adjustment to
Half-Life” means, for each Engine, an amount for each Engine equal
to the sum, which may be positive or negative, of (a) the difference
between (i) one-half of the cost of a shop visit for such Engine and (ii) the
product of (A) the cost of such a shop visit and (B) a fraction, the
numerator of which is the expected flight hours remaining to the next shop
visit for such Engine and the denominator of which is the average total flight
hours between shop visits for such Engine and (b) the difference between (i) one-half
of the list price of each Life Limited Part in such Engine and (ii) the
product of (A) such list price and (B) a fraction, the numerator of
which is the remaining cycles before such Life Limited Part must be
replaced and the denominator of which is the total number of allowable cycles
for such Life Limited Part. The amount in clause (a) is positive if the
Engine has less than one-half of the average total flight hours between shop
visits remaining to the next shop visit and negative if it has more than
one-half of the average total flight hours between shop visits remaining to the
next shop visit; the amount in clause (b) is positive for each Life
Limited Part if such Life Limited Part has less than one half of the
allowable cycles for such Life Limited Part until replacement is required
and negative for each Life Limited Part if such Life Limited Part has
more than one half of the allowable cycles for such Life Limited Part until
replacement is required.


 


“Maintenance Reserve
Appraisal” means an appraisal, prepared by SH&E, of the Life Limited
Parts Cost, the Engine Shop Visit Cost and the Engine Reserve Required Amount
with respect to the Engines in the Portfolio as of the Effective Date.


 


“Maintenance Reserve Deficit” has the meaning given to such
term in the definition of “Maintenance Reserve Evaluation.”


 


“Maintenance Reserve Evaluation” means (a) prior to the
Effective Date, an evaluation prepared by SH&E, or other Person appointed
by the Controlling Trustees, as to the projected maintenance costs of the
Engines in the Portfolio over the lesser of their estimated remaining useful
life and twenty-five (25) years, a projection of whether, taking into account expected
Maintenance Reserve Payments from Lessees in respect of then existing Leases
and Future 


 


25

















 


Leases
of the Engines, and making other assumptions reasonably acceptable to the
Controlling Trustees, the funds available in the Engine Reserve Account will be
sufficient to pay for such projected maintenance costs at all times, a schedule
of the targeted balances in the Engine Reserve Account for each Payment Date
during such remaining useful life or 25 year period and a schedule of the
projected shortfalls between such balances and the projected maintenance costs,
and (b) after the Effective Date, an evaluation prepared by SH&E, or
other Person appointed by the Controlling Trustees, as to the following items:


 


(i) the Life Limited Parts Cost and the
Engine Shop Visit Cost as of the Applicable Date for such evaluation and the
Engine Reserve Required Amount based on such amounts,


 


(ii) the Maintenance Adjustment to
Half-Life for each Engine in the Portfolio as of the Applicable Date for such
evaluation and the Half-Life Restoration Amount based on such amounts,


 


(iii) the Engine Reserve Minimum
Balance, which shall be the greater of the Engine Reserve Required Amount and
the Half-Life Restoration Amount determined pursuant to clauses (i) and
(ii),


 


(iv) the projected Lessor’s expenses
related to maintenance of the Engines in the Portfolio during the lesser of twenty-five (25)
years from the Applicable Date for such Maintenance Reserve Evaluation and the
remaining expected life of all the Engines in the portfolio (as determined by
the Person preparing the Maintenance Reserve Evaluation) as of such Applicable
Date (such period, the “Relevant Evaluation Period”),


 


(v) the projected Maintenance Reserve Payments from Lessees and
other Lessor’s revenues related to the maintenance of the Engines, taking into
account then existing Leases and Future Leases using assumptions that are
reasonably acceptable to the Controlling Trustees, and the resulting funds expected to be
deposited in the Engine Reserve Account during the Relevant Evaluation Period,


 


(vi) a schedule of the projected
balances in the Engine Reserve Account for each Payment Date during such
Relevant Evaluation Period taking into account (x) the Balance in the Engine Reserve Account
as of the Applicable Date, (y) the funds projected to be deposited in the
Engine Reserve Account during the Relevant Evaluation Period (as determined
pursuant to clause (v)) and (z) the projected maintenance costs during the
Relevant Evaluation Period (as determined pursuant to clause (iv)), and
assuming that all amounts in excess of the Engine Reserve Minimum Balance (as
determined pursuant to clause (iii)) on each Payment Date during the Relevant
Evaluation Period are transferred to the Engine Acquisition Account; and


 


(vii) the amounts, if any (each, a “Maintenance
Reserve Deficit”) by which any of the projected balances in the
schedule prepared pursuant to clause (vi) above is less than the projected
costs of engine overhaul and maintenance for the Interest Accrual Period
beginning on such Payment Date.


 


26

















 


 “Maintenance Reserve Payment” means any payment (including
any use payment) deposited in or credited to the Collections Account that is
based on the usage of an Engine or which is based on, or in respect of which,
the Lessor under a Lease may be obligated to reimburse the Lessee under such
Lease for specified maintenance activities with respect to the Engine subject
to such Lease.


 


“Mandatory Engine
Modification” means a modification or improvement of an Engine, the
cost of which will be capitalized in accordance with U.S. GAAP, required
pursuant to the terms of the related Lease or the terms of Applicable Law or
which, in the discretion of the Servicer, is commercially necessary in order to
place such Engine in the minimum condition required to lease or re-lease such
Engine.


 


“Maximum Borrowing Base”
means, as of any date of determination, the sum of (a) *** of the then
Aggregate Adjusted Borrowing Value, plus (b) the Balance in the
Engine Acquisition Account on such date, plus (c) the Balance in
the Senior Restricted Cash Account on such date plus (d) the
Balance in the Junior Restricted Cash Account on such date minus *** of
the Borrowing Base Adjustment Amount as of such date.


 


“Maximum Borrowing Base
Deficiency” means, as of any date of determination, the amount (if
any) by which (i) the then Aggregate Note Principal Balance (after giving
effect to any payments of Minimum Principal Payment Amounts and Scheduled
Principal Payment Amounts on all Notes on such date), exceeds (ii) the
Maximum Borrowing Base as of such date.


 


“Maximum  Commitment” means, with respect to any Series of
Warehouse Notes, the maximum amount of loans that each Holder of such Warehouse
Notes is committed to make to WEST in accordance with the terms and conditions
of the related Supplement; provided that,
on the occurrence of a Conversion Event with respect to any Series of
Warehouse Notes, the Maximum Commitment of such Holder of such Warehouse Notes
shall be the Outstanding Principal Balance of such Warehouse Notes on the date
of such Conversion Event.


 


“Maximum Principal Balance” means, 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.


 


“Maximum Required Hedge
Amount” means, as of any date of determination, an amount equal to
the product of (x) one hundred twenty-five percent (125%) and (y) the
Outstanding Principal Balance of the Notes as of such date and (z) a
fraction, the numerator of which is the sum of the Adjusted Borrowing Values of
all Engines subject to a Hedged Lease as of such date and the denominator of
which is the Aggregate Adjusted Borrowing Value as of such date.


 


“Merger Transaction”
has the meaning given to such term in Section 5.02(g) hereof.


 


“Minimum Principal Payment
Amount” means, for each Series of Notes for any Payment Date,
the excess, if any, of (x) the sum of the then Outstanding Principal
Balance of all Notes of such Series, assuming that all Minimum Principal
Payment Amounts for all prior Payment Dates have been paid in full, over (y) the
Minimum Targeted Principal Balance of such Series for such Payment Date.


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


27

















 


“Minimum Required Hedge
Amount” means, as of any date of determination, an amount equal to
the product of (A) ninety percent (90%) and (y) the Outstanding
Principal Balance of the Notes as of such date and (z) a fraction, the
numerator of which is the sum of the Adjusted Borrowing Values of all Engines
subject to a Hedged Lease as of such date and the denominator of which is the
Aggregate Adjusted Borrowing Value as of such date.


 


“Minimum Targeted Principal
Balance” means, for each Series of Notes on any Payment Date,
the amount identified as such in the related Supplement, as it may be adjusted
from time to time in accordance with this Indenture and such Supplement.


 


“Modification Agreement”
means any agreement between a WEST Group Member and a Supplier for the purchase
and/or installation of a Mandatory Engine Modification or a Discretionary
Engine Modification.


 


“Modified Net Sale Proceeds”
means, with respect to any Engine Disposition, the Net Sale Proceeds from such
Engine Disposition minus the amount of any Disposition Fee payable to the
Servicer in respect of such Engine Disposition.


 


“Monthly Report”
has the meaning given to such term in Section 2.14(a) hereof.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Mortgage Collateral”
means the Engines, the Leases and the other collateral in which the Engine
Mortgages and the Lease Security Assignments create a Lien.


 


“MRE Balance Increment”
has the meaning given to such term in Section 5.04(d).


 


“Net Proceeds”
means, with respect to the issuance of a Series of Notes, the aggregate
amount of cash received by WEST in connection with such issuance after
deducting therefrom (without duplication) all Issuance Expenses; provided that such amount shall not be less than zero.


 


“Net Sale Proceeds”
means, with respect to any Engine Disposition, the aggregate amount of cash
received by or on behalf of the seller in connection with such transaction
after deducting therefrom (without duplication) (a) reasonable and
customary brokerage commissions and other similar fees and commissions (other
than any Disposition Fee payable to the Servicer), and (b) the amount of
taxes payable in connection with or as a result of such transaction, in each
case to the extent, but only to the extent, that amounts so deducted are, at
the time of receipt of such cash, actually paid to a Person that is not an
Affiliate of the seller and are properly attributable to such transaction or to
the asset that is the subject thereof.


 


“Net Senior Shortfall” has the meaning given to such term in Section 3.13(d).


 


“Non-Extended Facility” has the meaning given to such term in Section 3.20(d).


 


“Non-Extension Advance” has the meaning given to such term in Section 3.20(d).


 


“Non-U.S. Person”
means a person who is not a U.S. person, as defined in Regulation S.


 


28

















 


“Note” means any
one of the promissory notes executed by WEST and authenticated by or on behalf
of the Indenture Trustee, substantially in the form attached to the related
Supplement.


 


“Note Form”
means, (a) with respect to a Series A Term Note, the form of Note
attached hereto as Exhibit A-1, with such changes therein and such
additional information as may be provided in the Supplement under which such Series A
Term Note is issued, (b) with respect to a Series A Warehouse Note,
the form of Note attached hereto as Exhibit A-2, with such changes therein
and such additional information as may be provided in the Supplement under
which such Series A Warehouse Note is issued, (a) with respect to a Series B
Term Note, the form of Note attached hereto as Exhibit B-1, with such
changes therein and such additional information as may be provided in the
Supplement under which such Series B Term Note is issued, (a) with
respect to a Series B Warehouse Note, the form of Note attached hereto as Exhibit B-2,
with such changes therein and such additional information as may be provided in
the Supplement under which such Series Warehouse Note is issued.


 


“Noteholder” or “Holder” means any Person in whose name a Note is registered
from time to time in the Register for such Notes.


 


“Noteholder
Indemnified Amounts” means, in respect of any Series of Notes,
all amounts due to the Holders of the Notes for Increased Costs, in the case of
any Series of Warehouse Notes, and indemnification payments, in each case
as specified in the Supplement that establishes such Series of Notes.


 


“Note Registrar”
has the meaning given to such term in Section 2.03(a) hereof.


 


“Notice of Sole Control”
has the meaning given to such term in the Security Trust Agreement.


 


“Notices” has
the meaning given to such term in Section 13.04 hereof.


 


“Officer’s Certificate”
means a certificate signed by, with respect to WEST, any Signatory Trustee and,
with respect to any other Person, any officer, director, trustee or equivalent
representative.


 


“Off-Production Engine”
means, as of any date of determination, an Engine that can be installed only on
aircraft types that are no longer being manufactured by the manufacturers of
such aircraft types as of such date.


 


“Operating Bank”
means any Eligible Institution at which any Account is held; provided that if at any time an Operating Bank ceases to be
an Eligible Institution, a successor depository institution or trust company
shall be appointed by the Administrative Agent on behalf of the Security
Trustee and all Accounts at the predecessor Operating Bank shall thereafter be
transferred to and be maintained at such successor depository institution or
trust company and such successor depository institution or trust company shall
thereafter be an “Operating Bank”.  The initial Operating Bank is Deutsche Bank
Trust Company Americas.


 


29
















 


“Operating Expenses”
means (i) WEST Expenses, (ii) Ordinary Course Expenses, (iii) Mandatory
Engine Modifications, but only to the extent of the excess of the cost of any
Mandatory Engine Modification over the portion funded from the Balance in the
Engine Reserve Account, and (iv) Liquidity Expenses.


 


“Opinion of Counsel”
means a written opinion signed by legal counsel, who may be an employee of the
Servicer or the Administrative Agent or counsel to WEST, that meets the
requirements of Section 1.03 hereof.


 


“Optional Redemption”
means, with respect to a Series, a voluntary prepayment by WEST of all or a
portion of the Outstanding Principal Balance of such Series in accordance
with the terms of the applicable Supplement.


 


“Ordinary Course Expenses”
means, with respect to any Payment Date, all expenses and costs, incurred by,
or on behalf of any WEST Group Member in connection with the ownership, use,
leasing and/or operation of the Engines, during the related Collection Period
that are not Service Provider Fees. 
Ordinary Course Expenses include the following: (i) costs for
routine maintenance and repairs (but not Discretionary Engine Modifications)
needed to return an Engine to “serviceable” condition, but only to the extent
that the amounts then on deposit in the Engine Reserve Account that are
available therefor are insufficient to cover these costs; (ii) the cost of
repositioning an Engine in connection with the origination or termination of a
Lease; (iii) legal fees and court costs incurred in connection with
enforcing rights under a Lease of an Engine and/or repossessing such Engine
(but excluding legal fees incurred by the Servicer  in
the negotiation and documentation of Future Leases or of amendments or renewals
of Leases and Future Leases); (iv) the cost of obtaining and maintaining
contingent and off-lease insurance with respect to the Engines; (v) taxes,
levies, duties, charges, assessments, fees, penalties, deductions or
withholdings assessed, charged or imposed upon or against the use and operation
of the Engines; (vi) the cost of storing an off-lease Engine; (vii) expenses
and costs (including legal fees) of pursuing claims against manufacturers or
sellers of an Engine; (viii) non-recoverable sales and value-added taxes
with respect to an Engine; and (ix) governmental filing fees necessary to
perfect, or continue the perfection of, the security interest of the Security
Trustee in an Engine and/or a Lease, including the registration
of International Interests, Prospective International Interests and Contracts
of Sale in the International Registry.


 


“Original Indenture”
has the meaning set forth in the recitals hereof.


 


“Outstanding”
means (a) with respect to the Notes of any Series at any time, all
Notes of such Series theretofore authenticated and delivered by the
Indenture Trustee except (i) any such Notes cancelled by, or delivered for
cancellation to, the Indenture Trustee; (ii) any such Notes, or portions
thereof, for which the payment of principal of and accrued and unpaid interest
on which moneys have been deposited in the applicable Series Account or
distributed to Noteholders by the Indenture Trustee and any such Notes, or
portions thereof, for the payment or redemption of which moneys in the
necessary amount have been deposited in the Redemption/Defeasance Account for
such Notes; (iii) any such Notes in exchange or substitution for which
other Notes, as the case may be, have been authenticated and delivered, or
which have been paid pursuant to the terms of this Indenture (unless proof
satisfactory to the Indenture Trustee is presented that any of such Notes is
held by a Person in whose hands such Note is a legal, valid and binding 


 


30

















 


obligation of WEST); and (iv) for
the limited purposes set forth in Section 1.04(c), any Note held by WEST
or any other affiliate thereof and (b) when used with respect to any other
evidence of indebtedness means, at any time, any principal amount thereof then
unpaid and outstanding (whether or not due or payable).


 


“Outstanding Note”
means a Note that is Outstanding.


 


“Outstanding Principal
Balance” means, with respect to any Outstanding Notes, the total
principal balance of such Outstanding Notes unpaid and outstanding at any time.


 


“Owner Trustee”
means Wilmington Trust Company, as Owner Trustee of WEST, and its successors in
such capacity.


 


“Part” means any
and all parts, avionics, attachments, accessions, appurtenances, furnishings,
components, appliances, accessories, instruments and other equipment installed
in, or attached to (or constituting a spare for any such item installed in or
attached to) any Engine.


 


“Paying Agent”
has the meaning given to such term in Section 2.03(a) hereof.  The term “Paying Agent” includes any
additional Paying Agent.


 


“Payment Date”
means the 15th day of each month, commencing on August 15,
2005; provided that if any Payment Date would
otherwise fall on a day which is not a Business Day, such Payment Date shall be
the first following day which is a Business Day.


 


“Payment Date Schedule”
has the meaning given to such term in Section 3.13(e) hereof.


 


“Periodic Hedge Payment”
means any payment under a Hedging Agreement other than a Hedge Termination
Payment.


 


“Permitted Encumbrance”
means (i) any Encumbrance for taxes, assessments and governmental charges
or levies not yet due and payable or which are being contested in good faith by
appropriate proceedings, provided
that the proceedings relating to such Encumbrance or the continued existence of
such Encumbrance does not give rise to any reasonable likelihood of the sale,
forfeiture or other loss of the affected asset; (ii) in respect of any Engine, any Encumbrance
of a repairer, carrier or hangar keeper arising in the ordinary course of
business by operation of law or similar Encumbrance, provided that the proceedings relating to such Encumbrance
or the continued existence of such Encumbrance does not give rise to any
reasonable likelihood of the sale, forfeiture or other loss of the affected
asset; (iii) any
Encumbrances on any Engines permitted under any Lease thereof (other than
Encumbrances created by the relevant lessor); (iv) any Encumbrances
created by or through or arising from debt or liabilities or any act or
omission of any Lessee in each case either in contravention of the relevant
Lease (whether or not such Lease has been terminated) or without the consent of
the relevant lessor (provided that
if such lessor becomes aware of any such Encumbrance, it shall use commercially
reasonable efforts to have any such Encumbrance lifted, removed and otherwise
discharged); (v) any Encumbrance created in favor of WEST or any WEST
Subsidiary or the Security Trustee, including any Encumbrance created or
required to be created under the Security Trust Agreement or any Mortgage; (vi) any
Encumbrance arising under any agreements the terms of which contemplate that
custody of Lessee Funds held for Lessees with respect to 


 


31

















 


Additional Engines is
held by a third-party; (vii) any Lease in respect of any Engine and the
rights of the Lessee under such Lease; (viii) any Encumbrance in respect
of the deposit of any Disposition Proceeds in any Qualified Escrow Account with
a Qualified Intermediary as part of a Replacement Exchange; and (ix) any
Encumbrance arising under the Senior Liquidity Facility.


 


“Permitted Engine
Acquisition” has the meaning given to such term in Section 5.03(b) hereof.


 


“Permitted Engine
Disposition” has the meaning given to such term in Section 5.03(a) hereof.


 


“Permitted Holder”
has the meaning given to such term in Section 5.02(i)(iii) hereof.


 


“Permitted Investments”
means, in each case, book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which
evidence:


 


(a)           direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America (having original maturities of no more than 365 days,
or such lesser time as is required for the distribution of funds);


 


(b)           demand
deposits, time deposits or certificates of deposit of the Operating Bank or of
depository institutions or trust companies organized under the laws of the
United States of America or any state thereof, or the District of Columbia (or
any domestic branch of a foreign bank) (i) having original maturities of
no more than 365 days, or such lesser time as is required for the distribution
of funds; provided that at the time of investment or contractual commitment to
invest therein, the short-term debt rating of such depository institution or
trust company shall be at least “F1+” by Fitch and “P-1” by Moody’s or (ii) having
maturities of more than 365 days and, at the time of the investment or
contractual commitment to invest therein, a rating of “AA” from Fitch and “Aa2”
from Moody’s;


 


(c)           corporate
or municipal debt obligations (i) having remaining maturities of no more
than 365 days, or such lesser time as is required for the distribution of
funds, having, at the time of the investment or contractual commitment to
invest therein, a rating of at least “F1+” or “AA” by Fitch and “P-1” or “Aa2”
by Moody’s or (ii) having maturities of more than 365 days and, at the
time of the investment or contractual commitment to invest therein, a rating of
“AA” from Fitch and “Aa2” from Moody’s;


 


(d)           investments
in money market funds (including funds in respect of which the Indenture
Trustee or any of its affiliates is investment manager or advisor) having a
rating of at least “AA” by Fitch and “Aa2” by Moody’s;


 


(e)           notes
or bankers’ acceptances (having original maturities of no more than 365 days,
or such lesser time as is required for the distribution of funds) issued by any
depository institution or trust company referred to in (b) above; or


 


(f)            any
other investments approved pursuant to a Rating Agency Confirmation;


 


32

















 


provided,
however, that no
investment shall be made in any obligations of any depository institution or
trust company which has a contractual right to set off and apply any deposits held,
and other indebtedness owing, by any WEST Group Member to or for the credit or
the account of such bank.


 


“Person” means
any natural person, firm, corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization, government or any political subdivision thereof or any other
legal entity, including public bodies.


 


“Portfolio”
means, at any time, all Engines owned by WEST Group and the Leases related to
such Engines.


 


“Precedent Lease”
has the meaning given to such term in Section 5.03(d)(ii) hereof.


 


“PRI” has the
meaning given to such term in Section 5.04(g) hereof.


 


“PRI Guidelines”
means the list of prohibited countries and countries with respect to which PRI
must be obtained as set forth in the PRI Guidelines attached as Exhibit F
hereto, as amended from time to time subject to the receipt of a Rating Agency
Confirmation.


 


“Principal Terms”
means, with respect to any Series, all of the following information: (i) the
name or designation of such Series; (ii) the initial principal amount of
the Notes to be issued for such Series (or method for calculating such
amount); (iii) the interest rate to be paid with respect to each Series of
Notes for such Series (or method for the determination thereof); (iv) the
Payment Date and the date or dates from which interest shall accrue and on
which principal is scheduled to be paid; (v) the designation of any Series Accounts
and the terms governing the operation of any such Series Accounts; (vi) the
terms of any form of Series Enhancement with respect thereto; (vii) the
Final Maturity Date for the Series; (viii) if specified in the related
Supplement, the number of Classes of Notes of the Series and the rights
and priorities of each such Class; (ix) the priority of such Series with
respect to any other Series; (x) the Control Party with respect to such
Series; (xi) the Scheduled Principal Payment Amounts and the Minimum Principal
Payment Amounts for such Series, (xii) the designation of a Series as a Term
Series or a Warehouse Series, (xiii) the designation of such Series as
Series A Notes or Series B Notes, and (xiv) any other terms of such
Series.


 


“Prior Ranking Amounts”
has the meaning given to such term in Section 3.14 hereof.


 


“Private Placement Legend”
means the legend initially set forth on the Notes in the form set forth in Section 2.02
hereof.


 


“Pro Forma Lease”
has the meaning given to such term in Section 5.03(d)(ii) hereof.


 


“Proceeding”
means any suit in equity, action at law, or other judicial or administrative
proceeding.


 


“Prohibited Country”
has the meaning given to such term in Section 5.03(e) hereof.


 


33

















 


“Projected
Principal Payment Amounts” means, as of the Determination Date
immediately preceding any Redemption Date, the Applicable Percentage of the
Assumed Principal Payments of each Series of Additional Notes that are
Fixed Rate Notes.


 


“Prospective International
Interest” has the meaning given to such term in the Cape Town
Convention.


 


“Provider Advance” means a
Downgrade Advance or a Non-Extension Advance.


 


“Provider Advance Balance” means the portion of the Balance in the
Senior Cash Collateral Account equal to any Downgrade Advance or Non-Extension
Advance deposited therein pursuant to Section 3.20, decreased by the amount of any Shortfall
Drawings withdrawn therefrom and increased by the amounts deposited therein
pursuant to Section 3.14.


 


“Purchase Option Notice”
has the meaning given to such term in Section 4.12.


 


“Purchase Price”
means (a), in the case of a Permitted Engine Acquisition, the amount to be paid
to the seller of an Engine pursuant to the Acquisition Agreement or the Asset
Transfer Agreement and (b), in the case of a Mandatory Engine Modification or a
Discretionary Engine Modification, the cost of such Mandatory Engine
Modification or Discretionary Engine Modification as provided in the
Modification Agreement with the Supplier of such Mandatory Engine Modification
or Discretionary Engine Modification.


 


“QEC Kit” means a
quick engine change kit, consisting of components and accessories installed or
capable of being installed on an engine to speed the removal and installation
of the engine on an aircraft.


 


“QIB” means a
Qualified Institutional Buyer.


 


“Qualified Engine Modification”
means an Engine Thrust Upgrade or the acquisition and installation of a QEC Kit
on an Engine.


 


“Qualified Escrow Account”
means an escrow account that is (i) established with a Qualified
Intermediary pursuant to an agreement under which all or a portion of the
Modified Net Sale Proceeds from an Engine Disposition are deposited in such
escrow account in connection with a Replacement Exchange and are to be applied
to the acquisition of an Additional Engine or the funding of Qualified Engine
Modification designated by WEST or another WEST Group Member or, if and to the
extent not so applied by the end of the applicable Replacement Period for such
Engine Disposition, deposited by the Qualified Intermediary in the Collections
Account and (ii) in respect of which WEST or the WEST Group Member has
pledged its rights in such escrow account to the Security Trustee pursuant to
the Security Trust Agreement.


 


“Qualified Institutional
Buyer” means a “qualified institutional buyer” as defined in Rule 144A
promulgated under the Securities Act.


 


“Qualified Intermediary”
means a Person described in Treasury Regulations §1.1031(k)-1(g)(4) or any
successor regulations, provided that
such Person has a short term debt rating of, or 


 


34

















 


the obligations of such
Person are guaranteed by a Person that has a short term debt rating of, not
lower than P-1 from Moody’s and/or F-1 from Fitch.


 


“Rating Agency”
means, with respect to any Series of Notes, the nationally recognized statistical
rating organization selected by WEST to issue a rating with respect to such Series of
Notes; provided that such organizations shall
only be deemed to be a Rating Agency for purposes of the Indenture with respect
to Notes they are then rating, as specified in the related Supplement for each Series of
Notes.


 


“Rating Agency Confirmation”
means, with respect to any action or omission specified herein for which a
Rating Agency Confirmation is required, a prior written confirmation from each
Rating Agency then rating a Series of Notes then Outstanding that such
action or omission in and of itself will not result in a lowering,
qualification or withdrawal of the then current ratings on any such Series.


 


“Rating Agency Hedge
Requirements” means the requirements in respect of any Hedging
Agreement published by the Rating Agencies that are applicable to such Hedging
Agreements.


 


“Received Currency”
has the meaning given to such term in Section 13.06(a) hereof.


 


“Record Date”
means with respect to each Payment Date, the close of business on the fifth
Business Day immediately preceding such Payment Date and, with respect to the
date on which any Direction is to be given by the Noteholders, the close of
business on the last Business Day prior to the solicitation of such Direction.


 


“Redemption”
means a Refinancing,
an Optional Redemption, an Acquisition Balance Redemption, a Tax Redemption or
a Warehouse Note Redemption.


 


“Redemption/Defeasance
Account” means an account established by the Indenture Trustee pursuant
to Section 3.10 hereof.


 


“Redemption Date”
means the date, which shall in each case be a Payment Date, on which Notes of
any Series are redeemed in whole or in part pursuant to a Redemption.


 


“Redemption Fraction”
means, for any Series with respect to any Optional Redemption  or Acquisition Balance Redemption, a
fraction, the numerator of which is the principal amount of the Optional
Redemption or Acquisition Balance Redemption and the denominator of which is
the Outstanding Principal Balance of such Series immediately prior to such
Optional Redemption or Acquisition Balance Redemption.


 


“Redemption Notice”
means, a notice sent by the Indenture Trustee to each holder of the Series of
Notes to be redeemed, as described in Section 3.17(d) hereof.


 


“Redemption Premium”
means, with respect to any Series of Notes, such amount as may be payable
in connection with a Redemption of such Series of Notes, in whole or in
part, as part of or in addition to, the Redemption Price in respect of such
Redemption, as specified in the applicable Supplement for such Series of
Notes.  The Redemption Premium on any Additional Series of Notes that are Fixed Rate Notes, if specified in the applicable Supplement for such 


 


35

















 


Additional Series of Fixed
Rate Notes, shall be
equal to the excess, if any, of (1) the discounted present value of the
Projected Principal Payment Amounts of such Additional Series of Fixed
Rate Notes and
interest thereon from the applicable Redemption Date and including the
applicable final Payment Date by discounting such payments at a discount rate
equal to the applicable Treasury Yield plus the margin, if any, specified in
the applicable Supplement for such Additional Series of Fixed Rate Notes,
over (2) the Applicable Percentage of such Additional Series of Fixed
Notes and all accrued and unpaid interest
thereon.


 


“Redemption Price”
means, (a) with respect to any Series of Notes that will be the
subject of a Refinancing or an Optional Redemption, an amount (determined as of the
Determination Date for the Redemption Date for any Redemption) equal to, unless
otherwise specified in the related Supplement, the Outstanding Principal
Balance of the Series of Notes being repaid together with all accrued and
unpaid interest thereon and, if specified in the related Supplement, the
Redemption Premium specified in such Supplement, and (b) with respect to
any Series of Notes that will be the subject of an Acquisition Balance
Redemption, a Tax-Redemption or a Warehouse Note Redemption, an amount equal
to the Outstanding
Principal Balance of such Series with (other than in the case
of a Warehouse Note Redemption) all accrued and unpaid interest thereon but without any Redemption Premium.


 


“Reference Date”
means, with respect to each Interest Accrual Period, the day that is two (2) Business
Days prior to the Payment Date on which such Interest Accrual Period commences;
provided, however, that the Reference
Date with respect to the initial Interest Accrual Period means the date that is
two (2) Business Days before the Initial Closing Date.


 


“Refinancing”
means the issuance of an Additional Series of Notes for the purpose of an
Optional Redemption of all, and not less than all, of an outstanding Series of
Notes.


 


“Refinancing Expenses” means all out-of-pocket costs and
expenses incurred in connection with an offering and issuance of Additional
Notes in a Refinancing.


 


“Register” has
the meaning given to such term in Section 2.03(a) hereof.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S Book-Entry
Notes” means the Unrestricted Book-Entry Notes and the Regulation S
Temporary Book-Entry Notes.


 


“Regulation S Temporary
Book-Entry Note” means Notes initially sold outside the United
States in reliance on Regulation S, represented by a single temporary global
note in fully registered form, without interest coupons, the form of which
shall be substantially in the form of the applicable Note Form for such
Note, with the legends required by Section 2.02 for a Regulation S
Temporary Book-Entry Note inscribed thereon and with such changes therein and
such additional information as may be specified in the Supplement pursuant to
which such Note is issued


 


“Related Documents”
means the Acquisition Agreements, the Administrative Agency Agreement, the
Servicing Agreement, the Back-Up Administrative Agency Agreement, the Back-Up
Servicing Agreement, each Enhancement Agreement, this Indenture, any Hedging 


 


36

















 


Agreements, the Notes,
each Supplement, the Security Documents, the Fee Letter and the Senior
Liquidity Facility, together with all certificates, documents and instruments
delivered pursuant to any of the foregoing.


 


“Relevant Evaluation Period”
has the meaning given to such term in the definition of “Maintenance Reserve
Evaluation.”


 


“Relevant Information”
means the information provided by the Service Providers to the Administrative
Agent that is required to enable the Administrative Agent make the calculations
contemplated by Section 3.13(a) through (e).


 


“Remaining Engine”
means (a) any Initial Engine for which title thereto was not transferred
to an Engine Subsidiary on or prior to the Initial Closing Date and which was
expected to be acquired by an Engine Subsidiary during the Delivery Period beginning
thereon, and (b) any Additional Engine for which title thereto has not been transferred to an
Engine Subsidiary on or prior to the related Closing Date and which is expected
to be acquired by an Engine Subsidiary during the related Delivery Period.


 


“Remaining
Weighted Average Life” means, with respect to any Series of
Notes on any Payment Date, (a) the sum of the products of (i) the
portion of each Projected Principal Payment Amount allocable to such Series in
accordance with Section 3.15 hereof on each subsequent Payment Date (each,
a “Subsequent Date”) and (ii) the
number of months remaining until such Subsequent Date divided by (b) the
Outstanding Principal Balance of such Series on such Payment Date.


 


“Renewal Lease”
has the meaning given to such term in Section 5.03(d) hereof.


 


“Rent Payments”
means all payments of basic rent under a Lease that are payable in respect of
periods specified under such Lease.


 


“Replacement Exchange”
means the acquisition by any WEST Group Member of one or more Additional
Engines in a Permitted Engine Acquisition or the funding of Qualified Engine
Modifications with all or a portion of the Modified Net Sale Proceeds from a
Permitted Engine Disposition by any Engine Subsidiary or Engine Trust in a
Permitted Engine Disposition within the Replacement Period applicable to such
Permitted Engine Disposition, provided that
WEST shall have elected to use all or such portion of such Modified Net Sale
Proceeds in a Replacement Exchange in accordance with Section 3.11 hereof.


 


“Replacement Liquidity
Facility” means an irrevocable revolving credit agreement (or
agreements), complying with all the requirements of Section 3.20(e) hereof,
in substantially the form of the Senior Liquidity Facility, including reinstatement
provisions, or in such other form or forms (which may include a letter of
credit, surety bond, hedge, financial insurance policy or guaranty) as shall
permit the Rating Agencies to confirm in writing their respective ratings then
in effect for the Series A Notes (before downgrading of such ratings, if
any, as a result of the downgrading of the ratings of the replaced Senior
Liquidity Provider), and in a face amount (or in an aggregate face amount)
equal to the then Senior Liquidity Facility Maximum Commitment for the replaced
Senior Liquidity Facility and issued by a Person (or Persons) having an
unsecured short-term or long-term (as the case may be) debt rating and a
short-term or long-term 


 


37

















 


issuer credit rating, as
the case may be, issued by each Rating Agency which is equal to or higher than
the Threshold Rating or such other ratings and qualifications as shall permit
the Rating Agencies to confirm in writing their respective ratings then in
effect for the Series A Notes (before downgrading of such ratings, if any,
as a result of the downgrading of the ratings of the replaced Senior Liquidity
Provider). Without limitation of the form that a Replacement Liquidity Facility
otherwise may have pursuant to the preceding sentence, a Replacement Liquidity
Facility may have a Stated Expiration Date earlier than fifteen (15) days after
the Final Maturity Date of the Series A Notes, so long as such Replacement
Liquidity Facility provides for a Non-Extension Advance as contemplated by Section 3.20(d).


 


“Replacement Period”
means, with respect to any portion of the Modified Net Sale Proceeds of a
Permitted Engine Disposition that WEST elects to use to acquire Additional
Engines or Qualified Engine Modifications in a Replacement Exchange pursuant to
Section 3.11 hereof, the period beginning on the date of such Engine
Disposition and ending on the earlier of (i) the 120th day after the
date of such Engine Disposition and (ii) the occurrence of an Event of Default.


 


“Repurchase” means to repurchase, defease or otherwise acquire or
retire any Notes.


 


“Required Acquisition
Agreement Terms” means the terms and conditions set forth in Exhibit J,
which must be included in any Acquisition Agreement.


 


“Required Expense Amount”
means, with respect to a Payment Date, an amount equal to the sum of (i) the
Operating Expenses payable on such Payment Date, consisting of all Operating
Expenses incurred by the Service Providers and not previously reimbursed and
the amounts shown on all invoices received from the Service Providers for the
reimbursement or payment of Operating Expenses not previously paid or
reimbursed, (ii) a reserve for Operating Expenses that are due and payable
during the Interest Accrual Period beginning on such Payment Date and (iii) a
reserve for Extraordinary Operating Expenses.


 


“Required Expense Deposit”
has the meaning ascribed to such term in Section 3.13(a)(ii).


 


“Required Expense Reserve”
means the sum of the amounts described in clauses (ii) and (iii) in
the definition of “Required Expense Amount.”


 


“Requisite Majority”
means, with respect to any action proposed to be taken pursuant to the terms of
this Indenture, that the Control Party (or Control Parties) representing more
than fifty percent (50%) of the sum of (a) the then Outstanding Principal
Balance of the Notes (other than any Series of Warehouse Notes prior to a
Conversion Event having occurred with respect to such Series of Warehouse
Notes) and (b) the Maximum Commitments of all Series of Warehouse
Notes prior to a Conversion Event having occurred with respect to such Series of
Warehouse Notes shall approve or direct such proposed action, provided that, in making such a determination, each Control
Party shall be deemed to have voted the entire Outstanding Principal Balance or
Maximum Commitment, as applicable, of the related Series in favor of, or
in opposition to, such proposed action, as the case may be.


 


“Reserve Engine Adjusted
Borrowing Value” means the Reserve Engine Initial Borrowing Value of
an Additional Engine, adjusted downward as provided in the definition of 


 


38

















 


“Adjusted Borrowing
Value.”  If the Purchase Price of an
Additional Engine is funded entirely with Engine Reserve Excess Amounts, then
the Reserve Engine Adjusted Borrowing Value of such Additional Engine will be
equal to the Adjusted Borrowing Value of such Additional Engine.


 


“Reserve Engine Initial
Borrowing Value” means the portion of the Initial Borrowing Value of
an Additional Engine proportionate to the portion of the Purchase Price of such
Additional Engine funded with Engine Reserve Excess Amounts.  If the Purchase Price of an Additional Engine
is funded entirely with Engine Reserve Excess Amounts, then the Reserve Engine
Initial Borrowing Value of such Additional Engine will be equal to the Initial
Borrowing Value of such Additional Engine.


 


“Reserve Proceeds”
means, with respect to an Engine Disposition, the portion of the Modified Net
Sale Proceeds equal to the lesser of (a) the amount of such Modified Net
Sale Proceeds and (b) the portion of the Adjusted Borrowing Value of the
Engine that was the subject of such Engine Disposition consisting of Reserve
Engine Adjusted Borrowing Value.


 


“Responsible Officer”
means, (i) with respect to the Indenture Trustee and the Security Trustee,
any officer within the Corporate Trust Office, including any Principal, Vice
President, Managing Director, Director or any other officer of the Indenture
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s
knowledge and familiarity with the particular subject, (ii) with respect
to WEST, any Controlling Trustee and (iii) with respect to the Senior
Liquidity Provider and the Administrative Agent, any Person designated as a
Responsible Officer by such Senior Liquidity Provider or the Administrative Agent, as applicable.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“Sale Proceeds Surplus
Amount” means, as of any date of determination in connection with an
Engine for which an Engine Disposition has occurred since the most recent
Appraisal Date, the Adjusted Borrowing Value of which is no longer included in
Aggregate Adjusted Borrowing Value as of such date of determination, the
amount, if any, by which (x) the Modified Net Sale Proceeds realized from
such Engine Disposition exceeds (y) the Adjusted Borrowing Value of such
Engine on the date of such Engine Disposition.


 


“Scheduled Principal
Payment Amount” means, for each Series of Notes on any Payment
Date, the excess, if any, of (x) the sum of the then Outstanding Principal
Balance of all Notes of such Series (after giving effect to any payment of
the Minimum Principal Payment Amount for such Series of Notes actually
paid on such Payment Date, assuming that all Scheduled Principal Payment
Amounts for all prior Payment Dates have been paid in full), over (y) the
Scheduled Targeted Principal Balance for such Series for such Payment
Date.


 


“Scheduled Targeted
Principal Balance” means, for each Series of Notes on any
Payment Date, the amount set forth in the related Supplement.


 


“Secured Obligations”
has the meaning given to such term in the Security Trust Agreement.


 


39

















 


“Secured Parties”
has the meaning given to such term in the Security Trust Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Security Deposit Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“Security
Deposit/Lessee-Funded Account” has the meaning given to such term in
Section 3.01(g) hereof.


 


“Security Deposits”
means any cash deposits and other collateral provided by, or on behalf of, a
Lessee to secure the obligations of such Lessee under a Lease.


 


“Security Documents”
means the Security Trust Agreement, the Engine Mortgages, the Lease Security
Assignments, the Custodial Agreement and each other agreement that creates a
Security Interest in favor of the Secured Parties.


 


“Security Interests”
means the security interests  granted or expressed to be granted in the Collateral,
and the International Interests constituted pursuant to, the Security Trust
Agreement, the Engine Mortgages and the Lease Security Assignments.


 


“Security Trust Agreement”
means the Security Trust Agreement dated as of the Initial Closing Date, among
WEST, WEST Funding, each other party thereto and the Security Trustee, for the
benefit of the Secured Parties.


 


“Security Trustee”
means the trustee appointed pursuant to the Security Trust Agreement, initially
Deutsche Bank Trust Company Americas.


 


“Segregated Funds”
means all Lessee Funds that, pursuant to the terms of the related Lease, are not
permitted to be commingled with the funds of the lessor under such Lease.


 


“Seller” means
(i), with respect to the Asset Transfer Agreement, Willis and (ii) with
respect to any Acquisition Agreement, Willis or any other seller of an Engine
in a Permitted Engine Acquisition.


 


“Senior Borrowing Base”
means, as of any date of determination, the sum of (a) seventy percent
(70%) of the then Aggregate Adjusted Borrowing Value, plus (b) the
Balance in the Engine Acquisition Account on such date, plus (c) the
Balance in the Senior Restricted Cash Account on such date, minus
seventy percent (70%) of the Borrowing Base Adjustment Amount as of such date.


 


“Senior Borrowing Base
Deficiency” means, as of any date of determination, the amount (if
any) by which (i) the then Outstanding Principal Balance of all Series A
Notes (after giving effect to any payments of Minimum Principal Payment Amounts
and Scheduled Principal Payment Amounts on one or more Series A Notes on
such date) exceeds (ii) the Senior Borrowing Base as of such date.


 


“Senior Claim”
has the meaning given thereto in Section 11.01(a) hereof.


 


40
















 


“Senior Claimant”
has the meaning given thereto in Section 11.01(a) hereof.


 


“Senior Cash Collateral
Account” has the meaning given to such term in Section 3.01(f) hereof.


 


“Senior Liquidity Facility”
means the Revolving Credit Agreement, dated as of December 13, 2007,
between WEST and the initial Senior Liquidity Provider or any Replacement
Liquidity Facility entered into between WEST and a replacement Senior Liquidity
Provider.


 


“Senior Liquidity Facility
Available Amount” means, at any time of determination, (a) the
Senior Liquidity Facility Required Amount at such time minus (b) the
aggregate amount of each advance made under the Senior Liquidity Facility and
Outstanding at such time; provided that
following a Downgrade Advance or a Non-Extension Advance, the Senior Liquidity
Facility Available Amount shall be zero.


 


“Senior Liquidity Facility
Maximum Commitment” with respect to any
Payment Date, means the product of (a) four percent (4%) and (b) the
sum of (i) the Outstanding Principal Balance of all Series A Term
Notes (other than the Series 2005-A1 Term Notes) as of such Payment Date
and (ii) the Maximum Commitment under the Series A Warehouse Notes as
of such Payment Date.


 


“Senior Liquidity Facility
Required Amount” means, as of each Closing Date, Funding Date and
Payment Date, an amount equal to the product of (i) four percent (4%) and (ii) the
sum of the Outstanding Principal Balances of all Series A Notes (other
than the Series 2005-A1 Term Notes) as of such date, which Outstanding
Principal Balances shall be calculated after giving effect to all advances of
principal and principal payments made on such date in respect of the Series A
Notes. The Senior Liquidity Facility Required Amount may be reduced by WEST
subject to receipt of a Rating Agency Confirmation.


 


“Senior Liquidity Provider”
means Calyon or any
Person that is the Senior Liquidity Provider under a Replacement Liquidity
Facility that becomes the Senior Liquidity Facility.


 


“Senior Restricted Cash
Account” has the meaning given to such term in Section 3.01(a) hereof.


 


“Senior Restricted Cash
Amount” means, as of each Closing Date, Funding Date and Payment
Date, an amount equal to the product of (i) four percent (4%), and (ii) the
Outstanding Principal Balance of the Series 2005-A1 Term Notes as of such
date, after giving effect to all principal payments made on such date in
respect of such Series 2005-A1 Term Notes.


 


“Senior Series”
means all Series of Series A Notes then outstanding, so long as any
amounts are due in respect of any Series of Series A Notes, and, at
such time that no such amounts are due, all Series of Series B Notes
then outstanding.


 


“Senior Shortfall”
has the meaning given to such term in Section 3.13(d) hereof.


 


“Series” means
any series of Notes established pursuant to a Supplement.


 


41

















 


“Series 2005-A1
Portion” means, in respect of a Hedge Payment Shortfall on a Payment
Date, the product of (a) such Hedge Payment Shortfall, and (b) a
fraction, the numerator of which is the Stated Interest Amount for the Series 2005-A1
Term Notes on such Payment Date and the denominator of which is the sum of the
Stated Interest Amounts for all Series A Notes on such Payment Date.


 


“Series 2005-A1
Priority Principal Amount” means the aggregate amount of all
withdrawals from the Senior Restricted Cash Account pursuant to Section 3.04(c) that
have not been replenished as of the delivery of a Collateral Liquidation
Notice, minus the aggregate amount of all payments of principal on the Series 2005-A1
Term Notes after the delivery of the Collateral Liquidation Notice, provided that the Series 2005-A1 Priority Principal
Amount shall not be less than zero.


 


“Series 2005-A1
Shortfall” has the meaning given to such term in Section 3.13(d) hereof.


 


“Series 2005-A1
Supplement” has the meaning set forth in the preamble hereof.


 


“Series 2005-A1 Term
Notes” means the Series A1 Notes issued by WEST pursuant to the
Series 2005-A1 Supplement.


 


“Series 2005-A2
Supplement” has the meaning set forth in the preamble hereof.


 


“Series 2005-A2
Warehouse Notes” means the Series A2 Floating Rate Secured
Notes issued by WEST pursuant to the Series 2005-A2 Supplement.


 


“Series 2005-B1
Supplement” has the meaning set forth in the preamble hereof.


 


“Series 2005-B1 Term
Notes” means the Series B1 Notes issued by WEST pursuant to the
Series 2005-B1 Supplement.


 


“Series 2005-B2
Supplement” has the meaning set forth in the preamble hereof.


 


“Series 2005-B2
Warehouse Notes” means the Series B2 Floating Rate Secured
Notes issued by WEST pursuant to the Series 2005-B2 Supplement.


 


“Series Account”
has the meaning given to such term in Section 3.01(a) hereof.


 


“Series Allocation
Rules” has the meaning given to such term in Section 3.15(c) hereof.


 


“Series A Minimum
Adjustment Fraction” means, for any Series of Series A Notes as of
any Payment Date, a fraction equal to one minus the sum of the Series A
Payment Date Minimum Disposition Fractions for such Payment Date and for all
preceding Payment Dates on which such Series of Series A Notes was
outstanding, provided that the Series A
Minimum Adjustment Fraction shall not be less than zero.


 


“Series A Note”
means any note issued as part of a Series of Notes that is designated as “Series A
Notes” in the related Supplement and further differentiated by a unique
alpha-numeric designator.


 


42

















 


“Series A Note
Purchase Date” has the meaning given to such term in Section 4.12
hereof.


 


“Series A Note
Purchaser” has the meaning given to such term in Section 4.12
hereof.


 


“Series A Payment Date
Minimum Disposition Fraction” means, for any Payment Date a fraction, the
numerator of which is the product of (a) *** and (b) the Available
Sale Proceeds included in the Available Collections Amount on that Payment Date
and the denominator of which is the sum of the original
Minimum Targeted Principal Balances for all Series A Notes on such Payment
Date, as adjusted for any Optional Redemption pursuant to Section 3.19(b).


 


“Series A Payment Date
Scheduled Disposition Fraction” means, for any Payment Date a fraction, the
numerator of which is the product of (a) *** and (b) the Available
Sale Proceeds included in the Available Collections Amount on that Payment Date
and the denominator of which is the sum of the original
Scheduled Targeted Principal Balances for all Series A Notes on such
Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.19(b).


 


“Series A Scheduled
Adjustment Fraction” means, for any Series of Series A Notes as of
any Payment Date, a fraction equal to one minus the sum of the Series A
Payment Date Scheduled Disposition Fractions for such Payment Date and for all
preceding Payment Dates on which such Series of Series A Notes was
outstanding, provided that the Series A
Scheduled Adjustment Fraction shall not be less than zero.


 


“Series A  Supplemental Principal Payment Amount” means, on each
Payment Date on which there is a Senior Borrowing Base Deficiency, an amount
equal to such Senior Borrowing Base Deficiency.


 


“Series A Term Note”
means a Term Note designated as a Series A Note.


 


“Series A Warehouse
Note” means a Warehouse Note designated as a Series A Note.


 


“Series B Note”
means any note issued as part of a Series of Notes that is designated as “Series B
Notes” in the related Supplement and further differentiated by a unique
alpha-numeric designator.


 


“Series B Payment Date
Scheduled Disposition Fraction” means, for any Payment Date a fraction, the
numerator of which is the product of (a) *** and (b) the Available
Sale Proceeds included in the Available Collections Amount on that Payment Date
and the denominator of which is the sum of the original
Scheduled Targeted Principal Balances for all Series A Notes and Series B
Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to
Section 3.19(b).


 


“Series B Scheduled
Adjustment Fraction” means, for any Series of Series B Notes as of
any Payment Date, a fraction equal to one minus the sum of the Series B
Payment Date Scheduled Disposition Fractions for such Payment Date and for all
preceding Payment Dates on which such Series of Series B Notes was
outstanding, provided that the Series B
Scheduled Adjustment Fraction shall not be less than zero.


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


43

















 


“Series B  Supplemental Principal Payment Amount” means, on each
Payment Date on which there is a Junior Borrowing Base Deficiency, an amount
equal to such Junior Borrowing Base Deficiency.


 


“Series B Term Note”
means a Term Note designated as a Series B Note.


 


“Series B Warehouse
Note” means a Warehouse Note designated as a Series B Note.


 


“Series Enhancement”
means the rights and benefits provided to the Noteholders of any Series pursuant
to any letter of credit, surety bond, financial guaranty insurance policy,
insurance agreement, cash collateral or reserve account, spread account,
guaranteed rate agreement, maturity liquidity facility or other similar
arrangement. The subordination of any Series to another Series shall
not be deemed to be a Series Enhancement, and the Senior Liquidity
Facility shall not constitute a Series Enhancement.


 


“Series Enhancer”
means, for each Series, the Person as set forth in the related Supplement then
providing any Series Enhancement, other than the Noteholders of any Class which
is subordinated to another Class.


 


“Series Issuance Date”
has, with respect to any Series, the meaning given to such term in Section 2.10(d).


 


“Service Provider”
means each of or all of (as the context may require) the Servicer, the Back-up
Servicer, the Indenture Trustee, the Security Trustee, the Administrative
Agent, the Back-Up Administrative Agent and the Operating Banks.


 


“Service Provider Fees”
means any fees and expenses due or reimbursable to Service Providers in
accordance with the applicable agreements with such Servicer Providers
(including the Related Documents), including, without limitation, the Indenture
Trustee Fees due to the Indenture Trustee hereunder.


 


“Servicer” means
Willis, in its capacity as Servicer under the Servicing Agreement, including
its successors in interest, until another Person shall have become the servicer
under such agreement, after which “Servicer” means such other Person.


 


“Servicer Fee”
means, for any Payment Date, the compensation payable to the Servicer on such
Payment Date in accordance with the terms of, and designated in, the Servicing
Agreement.


 


“Servicer Termination Event”
has the meaning given to such term in the Servicing Agreement.


 


“Servicing Agreement”
means that certain servicing agreement, dated as of the Initial Closing Date
among the Servicer, the Security Trustee, each WEST Group Member and the other
parties thereto or any replacement servicing agreement, including the Back-Up
Servicing Agreement, with a replacement Servicer, including the Back-Up
Servicer.


 


“SH&E” means
Simat, Hellisen & Eichner, Inc., an independent consulting firm.


 


44

















 


“Shortfall Advance” has the
meaning given to such term in Section 3.20(a) hereof.


 


“Shortfall
Drawing” has the meaning given to such term in Section 3.20(f)(i) hereof
..


 


“Signatory Trustee”
has the meaning given to such term in the Trust Agreement.


 


“Significant Operating
Expenses” means the following Operating Expenses to the extent
included in the Annual Budget and other Operating Expenses (including, without
limitation, significant repossession expenses) for which the Controlling
Trustees shall determine that it is reasonable and prudent to establish a
reserve during the twelve (12) month period prior to their being due and
payable: costs of the Annual Appraisal, the Maintenance Reserve Evaluation and
the Annual Audit, preparation of the audited financial statements for the
Annual Report and insurance premiums.


 


“Special Majority”
has the meaning given to such term in the Trust Agreement.


 


“Specified Period”
means, with respect to any Series of Notes, the maturity of the Dollar deposits
used in the definition of LIBOR, as specified in the related Supplement for
such Series.


 


“Stage 3” means,
with respect to an aircraft engine, that such aircraft engine is capable of
being operated on a “Stage 3 airplane,” as defined in 14 CFR §36.1(f)(6), in
compliance with the Stage 3 noise levels prescribed in section B36.5(c) of
appendix B to 14 CFR part 36.


 


“Stated Expiration Date”
means, with respect to the Senior Liquidity Facility, the then applicable
Expiry Date, as defined in such Senior Liquidity Facility.


 


“Stated Interest”
means, with respect to any Note, the amount of interest payable on such Note at
the Stated Rate set forth in the related Supplement.


 


“Stated Interest Amount”
means, with respect to any Series of Notes, that amount of Stated Interest
due and payable on such Series of Notes on a Payment Date, including any
Stated Interest due and payable on a prior Payment Date that was not paid on
such Payment Date.


 


“Stated Interest Shortfall”
has the meaning given to such term in Section 3.13(d)(i) hereof.


 


“Stated Rate” means, as specified
in the related Supplement, the rate of interest payable on a specific Note.


 


“Stock” means
all shares of capital stock, all beneficial interests in trusts, all ordinary
shares and preferred shares and any options, warrants and other rights to
acquire such shares or interests.


 


“Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership, limited liability company or other entity are at the 


 


45

















 


time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person.


 


“Substitute Engine” means any Engine that is to be
transferred to a WEST Group Member in place of any Remaining Engine, to the
extent authorized by the applicable Acquisition Agreement.


 


“Supplement”
means any supplement to this Indenture which sets forth the Principal Terms and
other terms and conditions of the Series of Notes issued thereunder.


 


“Supplemental Interest”
means, with respect to any Series of Notes, that portion (if any) of the
interest payable on such Notes that has been designated as such in the related
Supplement.


 


“Supplemental Interest
Amount” means, with respect to any Series of
Notes, that amount of Supplemental Interest due and payable on such Series of
Note on a Payment Date, including any Supplemental Interest due and payable on
a prior Payment Date that was not paid on such prior Payment Date.


 


“Supplemental
Payment Allocation Rules” has the meaning given to such term in Section 3.15(c) hereof.


 


“Supplier”
means the Person that supplies or installs a Mandatory Engine Modification or
Discretionary Engine Modification and to whom payment for the Purchase Price of
such Mandatory Engine Modification or Discretionary Engine Modification is to
be made.


 


“Tax” and “Taxes” mean any and all taxes, fees, levies, duties,
tariffs, imposts, and other charges of any kind (together with any and all
interest, penalties, loss, damage, liability, expense, additions to tax and
additional amounts or costs incurred or imposed with respect thereto) imposed
or otherwise assessed by the United States or by any state, local or foreign
government (or any subdivision or agency thereof) or other taxing authority,
including, without limitation: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts, property, sales,
use, capital stock, payroll, employment, social security, workers’
compensation, unemployment compensation, or net worth and similar charges;
taxes or other charges in the nature of excise, withholding, ad valorem, stamp,
transfer, value added, taxes on goods and services, gains taxes, license,
registration and documentation fees, customs duties, tariffs, and similar
charges.


 


“Tax Redemption”
has the meaning given to such term in Section 3.16(c) hereof.


 


“Term Note”
means each Note issued as part of a Term Series.


 


“Term Series”
means a Series of Notes in which funds representing the full Outstanding
Principal Balance of such Notes are fully disbursed to WEST on the Issuance
Date of such Series.


 


“Third Party Event”
has the meaning given to such term in Section 5.04 hereof.


 


“Third Remaining Engine”
has the meaning given to such term in the Asset Transfer Agreement.


 


46

















 


“Threshold Rating” means either (x) a
short-term unsecured debt rating of at least “F1” from Fitch and “P1” from
Moody’s or (y), to the extent such short term rating is unavailable, a
long-term unsecured debt rating of at least “A-” from Fitch and “A3” from Moody’s.


 


“Total Loss”
means, with respect to any Engine (a) if the same is subject to a Lease,
an Event of Loss (as defined in such Lease) or the like (however so defined);
or (b) if the same is not subject to a Lease, (i) its actual,
constructive, compromised, arranged or agreed total loss, (ii) its
destruction, damage beyond economic repair or being rendered permanently unfit
for normal use for any reason whatsoever, (iii) its requisition for title,
confiscation, restraint, detention, forfeiture or any compulsory acquisition or
seizure or requisition for hire (other than a requisition for hire for a
temporary period not exceeding 180 days) by or under the order of any
government (whether civil, military or de facto) or public or local authority
or (iv) its hijacking, theft or disappearance, resulting in loss of
possession by the owner or operator thereof for a period of ninety (90)  consecutive days or longer.  A Total Loss with respect to any Engine shall
be deemed to occur on the date on which such Total Loss is deemed pursuant to the
relevant Lease to have occurred or, if such Lease does not so deem or the relevant
Engine is not subject to a Lease, (A) in the case of an actual total loss
or destruction, damage beyond economic repair or being rendered permanently
unfit, the date on which such loss, destruction, damage or rendering occurs
(or, if the date of loss or destruction is not known, the date on which the
relevant Engine was last heard of); (B) in the case of a constructive,
compromised, arranged or agreed total loss, the earlier of (1) the date 30
days after the date on which notice claiming such total loss is issued to the
insurers or brokers and (2) the date on which such loss is agreed or
compromised by the insurers; (C) in the case of requisition for title,
confiscation, restraint, detention, forfeiture, compulsory acquisition or
seizure, the date on which the same takes effect; (D) in the case of a
requisition for hire, the expiration of a period of 180 days from the date on
which such requisition commenced (or, if earlier, the date upon which insurers
make payment on the basis of a Total Loss); or (E) in the case of clause (iv) above,
the final day of the period of 90 
consecutive days referred to therein.


 


“Treasury
Yield” means, with respect to any Redemption of each Additional Series of
Notes that are Fixed Rate Notes (unless an alternative calculation is provided
by the terms thereof), on any Payment Date, the interest rate (expressed as a
semiannual decimal and, in the case of United States Treasury bills, converted
to a bond equivalent yield) determined on the fourth Business Day prior to such
Payment Date to be the per annum rate equal to the semiannual yield to maturity
for United States Treasury securities maturing on the Average Life Date of such
class and trading in the public securities markets either (i) as
determined by interpolation between the most recent weekly average yield to
maturity for two series of United States Treasury securities trading in the
public securities markets, (A) one maturing as close as possible to, but
earlier than, the Average Life Date of such class and (B) the other
maturing as close as possible to, but later than, the Average Life Date of such
class in each case as published in the most recent H.15 (519) or (ii) if a
weekly average yield to maturity for United States Treasury securities maturing
on the Average Life Date of such class is reported in the most recent H.15
(519), such weekly average yield to maturity as published in such H.15 (519).
For the purposes of this definition, “H.15 (519)”
means the weekly statistical release designated as such, or any successor
publication, published by the Board of Governors of the Federal Reserve System,
and the most recent H.15 (519) is the H.15 (519) published prior to the close
of business on the fourth Business Day prior to the applicable Payment Date.


 


47

















 


“Trust Agreement”
means that certain Trust Agreement, dated the Initial Closing Date, between the
Owner Trustee and Willis, as Depositor.


 


“Trust Collateral” has the meaning given to such term in the
Security Trust Agreement.


 


“Trustee Resolution” means a resolution adopted by a majority
of the Controlling Trustees, evidenced by a certified copy of such resolution
signed by a Signatory Trustee.


 


“UCC”
means the Uniform Commercial Code as enacted in the State of New York.


 


“United States Person”
and “U.S. Person” have the meanings given to
such terms in Regulation S under the Securities Act.


 


“Unused Commitment”
means, as of any date in respect of the Holder of any Warehouse Notes, the
excess of the Maximum Commitment of such Holder in respect of such Warehouse
Notes over the Outstanding Principal Balance of such Warehouse Notes.


 


“Unrestricted Book-Entry
Note” shall have the meaning given to such term in Section 2.01(e)(iv) hereof,
the form of which shall be substantially in the form of the applicable Note Form for
such Note, with the legends required by Section 2.02 for an Unrestricted
Book-Entry Note inscribed thereon and with such changes therein and such
additional information as may be specified in the Supplement pursuant to which
such Note is issued.


 


“U.S. GAAP”
means generally accepted accounting principles in the United States, as in
effect from time to time.


 


“U.S. Government
Obligations” has the meaning given to such term in Section 12.02(a) hereof.


 


“UT Finance” means
UT Finance Corporation, a Delaware corporation.


 


“Warehouse Loan”
means a Loan the proceeds of which are to be deposited in the Engine
Acquisition Account pursuant to Section 3.18 hereof and used to fund the
acquisition of Additional Engines and/or the cost of Discretionary Engine
Modifications.


 


“Warehouse Loan Agreement”
means, with respect to any Series of Warehouse Notes, the note purchase
agreement or other agreement pursuant to which the Holders of such Warehouse
Notes agree to make Loans.


 


“Warehouse Note”
means any Note issued as part of a Warehouse Series.


 


“Warehouse Note Redemption”
has the meaning given to such term in Section 3.16(d) hereof.


 


“Warehouse Series”
means a Series of Notes pursuant to which WEST will, upon meeting certain
requirements, be entitled to request Loans from the Holders of such Notes up to
Maximum Principal Balance during the period commencing on the Series Issuance
Date of such 


 


48

















 


Series and ending on
(but excluding) the date on which a Conversion Event occurs in respect of such
Series.


 


“WEST” has the
meaning set forth in the preamble hereof.


 


“WEST Expenses”
means, for any Payment Date, any costs directly incurred by WEST or any other
WEST Group Member or incurred by the Servicer or the Administrative Agent in
their performance of their obligations that are, in each case, reasonable in
amount and are fairly attributable to WEST or any other WEST Group Member and
their permitted activities hereunder during the related Collection Period and
that are not Ordinary Course Expenses, Service Provider Fees or Liquidity
Expenses. WEST Expenses include the following: (i) accounting and audit
expenses, and tax preparation, filing and audit expenses; (ii) premiums
for liability, casualty, fidelity, directors and officers and other insurance; (iii) directors’
and trustees’ fees and expenses, including fees and expenses of the Independent
Controlling Trustee and Owner Trustee but excluding any fees to the Equity
Trustees; (iv) legal fees and expenses not associated with the Engines and
the Leases, including legal fees and expenses incurred in connection with the
proposed issuance of any Additional Notes; (v) other professional fees,
including the cost of obtaining the annual Appraisals of the Engines and the
annual Maintenance Reserve Evaluation as described in Sections 5.04(d) and
5.04(e); (vi) taxes (including personal or other property taxes and all
sales, value added, use and similar taxes) other than taxes assessed with
respect to the ownership, use and/or operation of the Engines or that
constitute Ordinary Course Expenses; (vii) taxes imposed in respect of any
and all issuances of equity interests, stock exchange listing fees, registrar
and transfer expenses and trustee’s fees with respect to any outstanding
securities of WEST; and (viii) surveillance fees assessed by the Rating
Agencies.


 


“WEST Funding”
means WEST Engine Funding LLC, a Delaware limited liability company.


 


“WEST Group”
means WEST, the Engine Subsidiaries (including WEST Funding), the Leasing
Subsidiaries and the Engine Trusts.


 


“WEST Group Member”
means WEST or any WEST Subsidiary.


 


“WEST Subsidiary”
means either or both, as the context may require, of (i) each Subsidiary
of WEST existing on the Initial Closing Date and listed on Schedule 1, Schedule
2-1, Schedule 2-2 and Schedule 3 to this Indenture, and (ii) each other
direct or indirect Subsidiary of WEST (including each Engine Trust of which
WEST or a Subsidiary thereof is the holder of a beneficial interest).


 


“Willis” means
Willis Lease Finance Corporation, a Delaware corporation.


 


Section 1.02           Rules of Construction.


 


Unless the context otherwise requires:


 


(a)           A term has the meaning assigned to it
and an accounting term not otherwise defined has the meaning assigned to it in
accordance with U.S. GAAP.


 


49

















 


(b)           The terms “herein”, “hereof” and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


 


(c)           Unless otherwise indicated in
context, all references to Articles, Sections, Appendices, Exhibits or Annexes
refer to an Article or Section of, or an Appendix, Exhibit or
Annex to, this Indenture.


 


(d)           Words of the masculine, feminine or
neuter gender mean and include the correlative words of other genders, and
words in the singular shall include the plural, and vice versa.


 


(e)           The terms “include”, “including” and
similar terms shall be construed as if followed by the phrase “without
limitation”.


 


(f)            References in this Indenture to an
agreement or other document (including this Indenture) mean the agreement or
other document and all schedules, exhibits, annexes and other materials that
are part of such agreement and include references to such agreement or document
as amended, supplemented, restated or otherwise modified in accordance with its
terms and the provisions of this Indenture, and the provisions of this
Indenture apply to successive events and transactions.


 


(g)           References in this Indenture to any
statute or other legislative provision shall include any statutory or
legislative modification or re-enactment thereof, or any substitution therefor.


 


(h)           References in this Indenture to the
Notes of any Series include the conditions applicable to the Notes of such
Series; and any reference to any amount of money due or payable by reference to
the Notes of any Series shall include any sum covenanted to be paid by
WEST under this Indenture in respect of the Notes of such Series.


 


(i)            References in this Indenture to any
action, remedy or method of judicial proceeding for the enforcement of the
rights of creditors or of security shall be deemed to include, in respect of
any jurisdiction other than the State of New York, references to such action, remedy
or method of judicial proceeding for the enforcement of the rights of creditors
or of security available or appropriate in such jurisdiction as shall most
nearly approximate such action, remedy or method of judicial proceeding
described or referred to in this Indenture.


 


(j)            Where any payment is to be made,
funds applied or any calculation is to be made hereunder on a day which is not
a Business Day, unless any Related Document otherwise provides, such payment
shall be made, funds applied and calculation made on the next succeeding
Business Day, and payments shall be adjusted accordingly.


 


(k)           Where the Servicer or any replacement
servicer is performing or may perform lease management and/or remarketing
services pursuant to a Related Document in relation to one or more Engines at
the same time, a reference in this Indenture to the “Servicer” shall be
construed as a reference to each of the Servicer or such replacement servicer
and the rights and obligations of the parties hereto shall be construed accordingly.


 


50

















 


(l)            Any provision in this Indenture
providing for a transfer to or among, or a withdrawal from, an Account or any
other bank account by the Administrative Agent shall be construed to be a
transfer to or among, or a withdrawal from, as the case may be, such Account or
other bank account by the Operating Bank or other Eligible Institution at which
the applicable account or accounts are located at the written, electronic or
other automated funds transfer at the direction of the Administrative
Agent.  Such direction may be made by the
Administrative Agent unless and until a Default Notice shall have been
delivered to WEST or the Administrative Agent, or the Administrative Agent
shall have defaulted under the Administrative Agency Agreement, and any such
direction (i) shall be in writing, (ii) shall give full details of
the amount to be transferred or withdrawn, the Account or other bank account to
be debited, the Account or other bank account to be credited and the date of
the relevant payment and (iii) shall certify that such request is made
pursuant to and in accordance with the terms of this Indenture.  The Operating Bank and the Indenture Trustee
shall be entitled to act in accordance with such a request, without further
question or inquiry, and shall have no obligation to give any direction to any
other Eligible Institution at which an account or accounts are located unless
and until it receives such a request from the Administrative Agent; provided that the Administrative Agent shall at all times
comply with the relevant provisions of the Administrative Agency Agreement with
respect to any such direction.


 


(m)          For purposes of determining the
balance of amounts credited to and/or deposited in an Account, the “value” of
Permitted Investments deposited in and/or credited to an Account shall be the
lower of the acquisition cost thereof and the then fair market value thereof
and the “value” of Dollars and cash equivalents of Dollars (other than cash
equivalents of Dollars included in the definition of Permitted Investments)
shall be the face value thereof.


 


Section 1.03           Compliance Certificates and
Opinions.


 


Upon any application or request by WEST to the
Indenture Trustee to take any action under any provision of this Indenture,
WEST shall furnish to the Indenture Trustee an Officer’s Certificate stating
that, in the opinion of the signers thereof, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied
with, and an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent, if any, have been complied with, except that in
the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion
need be furnished.


 


Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture or any
indenture supplemental hereto shall include:


 


(a)           a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions in this Indenture relating
thereto;


 


(b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


51
















 


(c)           a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(d)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


 


Section 1.04           Acts of Noteholders.


 


(a)           Any direction, consent, waiver or
other action provided by this Indenture in respect of the Notes of any Series or
Class to be given or taken by Noteholders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Noteholders in person or by an agent or proxy duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Indenture
Trustee, to each Rating Agency where it is hereby expressly required pursuant
to this Indenture or to WEST.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act”
of the Noteholders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose
under this Indenture and conclusive in favor of the Indenture Trustee or WEST,
if made in the manner provided in this Section.


 


(b)           The fact and date of the execution by
any Person of any such instrument or writing may be proved by the certificate
of any notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the Person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or such other officer
and where such execution is by an officer of a corporation or association,
trustee of a trust or member of a partnership, on behalf of such corporation,
association, trust or partnership, such certificate or affidavit shall also
constitute sufficient proof of his authority. 
The fact and date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be proved in any other
reasonable manner which the Indenture Trustee deems sufficient.


 


(c)           In determining whether the Holders of
Notes have given any direction, consent, request, demand, authorization,
notice, waiver or other Act (a “Direction”),
under this Indenture, Notes owned by WEST or any affiliate of any such Person
shall be disregarded and deemed not to be Outstanding for purposes of any such
determination.  In determining whether
the Indenture Trustee shall be protected in relying upon any such Direction,
only Notes which a Responsible Officer of the Indenture Trustee actually knows
to be so owned shall be so disregarded. 
Notwithstanding the foregoing, (i) if any such Person owns 100% of
the Notes of any Series Outstanding, such Notes shall not be so
disregarded as aforesaid, and (ii) if any amount of Notes of such Series so
owned by any such Person have been pledged in good faith, such Notes shall not
be disregarded as aforesaid if the pledgee establishes to the satisfaction of
the Indenture Trustee the pledgee’s right so to act with respect to such Notes
and that the pledgee is not WEST, Willis or any Affiliate of any such Person.


 


52

















 


(d)           WEST may at its option, by delivery
of Officers’ Certificates to the Indenture Trustee, set a record date other
than the Record Date to determine the Noteholders in respect of the Notes of
any Series entitled to give any Direction in respect of such Notes.  Such record date shall be the record date
specified in such Officer’s Certificate which shall be a date not more than 30
days prior to the first solicitation of Noteholders in connection
therewith.  If such a record date is
fixed, such Direction may be given before or after such record date, but only
the Noteholders of record of the applicable Series at the close of
business on such record date shall be deemed to be Noteholders for the purposes
of determining whether Noteholders of the requisite proportion of Outstanding
Notes of such Series have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Notes of such Series shall
be computed as of such record date; provided that
no such Direction by the Noteholders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than one year after the record date.


 


(e)           Any Direction or other action by the
Holder of any Note shall bind the Holder of every Note issued upon the transfer
thereof or in exchange therefor or in lieu thereof, whether or not notation of
such action is made upon such Note.


 


ARTICLE II



THE NOTES


 


Section 2.01           Authorization of Notes; Amount of
Outstanding Principal Balance; Terms; Form; Execution and Delivery.


 


(a)           The number of Series, or the number
of Classes within a Series, which may be created by this Indenture is not
limited; provided, however,
that (i) the Initial Notes consist of four (4) Series: the Series 2005-A1
Term Notes, the Series 2005-B1 Term Notes, the Series 2005-A2
Warehouse Notes and the Series 2005-B2 Warehouse Notes; (ii) any
Additional Series of Notes shall be designated as either Series A
Notes or Series B Notes and as either Term Notes or Warehouse Notes; and (iii) the
issuance of any Series of Notes shall (A) comply with the provisions
of Section 2.10 hereof and (B) not result in, or with the giving of
notice or the passage of time or both would result in, the occurrence of an
Early Amortization Event or an Event of Default.  The aggregate principal balance of Notes of
each Series which may be issued, authenticated and delivered under this
Indenture is not limited except as shall be set forth in any Supplement and as
restricted by the provisions of this Indenture.


 


(b)           The Notes issuable under this
Indenture shall be issued in such Series as may from time to time be
created by Supplements pursuant to this Indenture. Each Series of Series A
Notes and Series B Notes shall be created by a separate Supplement and,
except for the Initial Notes, shall be given a numeric designation consisting of
the year in which such Series is issued. Each Series of Term Notes
shall be given the designation A1 or B1, as applicable, and each Series of
Warehouse Notes shall be given the designation of A2 or B2, as applicable. If
multiple Series of Term Notes or Warehouse Notes are issued in a single
calendar year, the second and each additional Series of Term Notes or
Warehouse Notes issued in such year shall be given additional consecutive
numbers, beginning with the second Series issued in such year, 


 


53

















 


which
shall be given the number “2,” provided that
each such additional consecutive number shall not be given to more than one Series of
Series A Term Notes, one Series of Series B Term Notes, one Series of
Series A Warehouse Notes and one Series of Series B Term Notes
issued at the same time or within any calendar year.


 


(c)           Unless otherwise specified in the
applicable Supplement, interest shall accrue on any Series of Floating
Rate Notes from the relevant Closing Date and shall be computed for each
Interest Accrual Period on the basis of a 360-day year and the actual number of
days elapsed in such Interest Accrual Period on the Outstanding Principal
Balance of such Note.  Unless otherwise
specified in the applicable Supplement, interest shall accrue on any Series of
Fixed Rate Notes from the relevant Closing Date and shall be computed for each
Interest Accrual Period on the basis of a 360-day year and one-twelfth of an
annual interest payment on the Outstanding Principal Balance and, in the case
of the first Interest Accrual Period and any incomplete Interest Accrual
Period, on the basis of a 360-day year consisting of twelve 30-day months and
the actual number of days elapsed in such Interest Accrual Period.  Any amount of premium or interest on any Series Notes
not paid when due shall, to the fullest extent permitted by Applicable Law,
bear interest (other than the portion thereof included in the amount of
interest for such Series of Notes) as set forth in the applicable
Supplement from the date when due until such amount is paid or duly provided
for, payable on the next succeeding Payment Date after making payments entitled
to priority under Section 3.14 hereof.


 


(d)           Upon satisfaction of and compliance
with the requirements and conditions to closing set forth in the related
Supplement, Notes of the Series to be executed and delivered on a
particular Closing Date pursuant to such related Supplement, may be executed by
WEST and delivered to the Indenture Trustee for authentication following the
execution and delivery of the related Supplement creating such Series or
from time to time thereafter, and the Indenture Trustee shall authenticate and
deliver Notes upon WEST’s request set forth in an Officer’s Certificate of WEST
signed by one of its authorized signatories, without further action on the part
of WEST.  Notwithstanding anything to the
contrary contained hereunder or in any Supplement, any such authentication may
be made on separate counterparts and by facsimile.


 


(e)           There shall be issued and delivered
and authenticated on the relevant Closing Date to each of the Noteholders,
Notes in the principal amounts and maturities and bearing the interest rates,
in each case in registered form and substantially in the form set forth in the
applicable Supplement, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements printed, lithographed, typewritten or engraved
thereon, as may be required to comply with the rules of any securities
exchange on which such Notes may be listed or to conform to any usage in
respect thereof, or as may, consistently herewith, be prescribed by the
Indenture Trustee or by the Signatory Trustee executing such Notes, such
determination by said Signatory Trustee to be evidenced by his execution of the
Notes.  Definitive Notes of each Series shall
be printed, lithographed, typewritten or engraved or produced by any
combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Notes may be listed,
all as determined by the Signatory Trustee executing such Notes, as evidenced
by his execution of such Notes.


 


54

















 


(i)            Each Series of Notes sold in
reliance on Rule 144A shall be represented by a single permanent global
note in fully registered form, without coupons (each, a “144A
Book-Entry Note”), which will be deposited with DTC or its
custodian, the Indenture Trustee or an agent of the Indenture Trustee and
registered in the name of Cede as nominee of DTC.


 


(ii)           Each Series of Notes offered and
sold outside of the United States in reliance on Regulation S shall be
represented by a Regulation S Temporary Book-Entry Note, which will be
deposited with the Indenture Trustee or an agent of the Indenture Trustee as
custodian for and registered in the name of Cede, as nominee of DTC.  Beneficial interests in each Regulation S
Temporary Book-Entry Note may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for
interests in a 144A Book-Entry Note or a Definitive Note in accordance with the
certification requirements described in Section 2.07 hereof.  Each Unrestricted Book-Entry Note will be
deposited with the Indenture Trustee and registered in the name of Cede as
nominee of DTC.


 


(iii)          A beneficial owner of an interest in a
Regulation S Temporary Book-Entry Note may receive payments in respect of its
Notes on Regulation S Temporary Book-Entry Notes only after delivery to
Euroclear or Clearstream, as the case may be, of a written certification
substantially in the form set forth in Exhibit C-1 to this Indenture, and
upon delivery by Euroclear or Clearstream, as the case may be, to the Indenture
Trustee and Note Registrar of a certification or certifications substantially
in the form set forth in Exhibit C-2 to this Indenture. The delivery by a
beneficial owner of the certification referred to above shall constitute its
irrevocable instruction to Euroclear or Clearstream, as the case may be, to
arrange for the exchange of the beneficial owner’s interest in the Regulation S
Temporary Book-Entry Note for a beneficial interest in the Unrestricted
Book-Entry Note after the Exchange Date in accordance with the paragraph below.


 


(iv)          Not earlier than the Exchange Date,
interests in each Regulation S Temporary Book-Entry Note will be exchangeable for
interest in the related permanent global note (an “Unrestricted
Book-Entry Note”).  After (1) the
Exchange Date and (2) receipt by the Indenture Trustee and Note Registrar
of written instructions from Euroclear or Clearstream, as the case may be,
directing the Indenture Trustee and Note Registrar to credit or cause to be
credited to either Euroclear’s or Clearstream’s, as the case may be, depositary
account a beneficial interest in the Unrestricted Book-Entry Note in a
principal amount not greater than that of the beneficial interest in the
Regulation S Temporary Book-Entry Note, the Indenture Trustee and Note
Registrar shall instruct DTC to reduce the principal amount of the Regulation S
Temporary Book-Entry Note and increase the principal amount of the Unrestricted
Book-Entry Note, by the principal amount of the beneficial interest in the
Regulation S Temporary Book-Entry Note to be so transferred, and to credit or
cause to be credited to the account of a Direct Participant a beneficial
interest in the Unrestricted Book-Entry Note having a principal amount equal to
the reduction in the principal amount of the Regulation S Temporary Book-Entry
Note.


 


55

















 


(v)           Upon the exchange of the entire
principal amount of the Regulation S Temporary Book-Entry Note for beneficial
interests in the Unrestricted Book-Entry Note, the Indenture Trustee shall
cancel the Regulation S Temporary Book-Entry Note in accordance with the
Indenture Trustee’s policies in effect from time to time.


 


(vi)          No interest in the Regulation S
Book-Entry Notes may be held by or transferred to a United States Person except
for exchanges for a beneficial interest in a 144A Book-Entry Note or a
Definitive Note as described below.


 


(f)            The Notes shall be executed on
behalf of WEST by the manual or facsimile signature of a Signatory Trustee of
WEST.


 


(g)           Each Note bearing the manual or
facsimile signatures of any individual who was at the time such Note was
executed a Signatory Trustee of WEST shall bind WEST, notwithstanding that any
such individual has ceased to hold such office prior to the authentication and
delivery of such Notes or any payment thereon.


 


(h)           At any time and from time to time
after the execution of any Notes, WEST may deliver such Notes to the Indenture
Trustee for authentication and, subject to the provisions of clause (h) below,
the Indenture Trustee shall authenticate such Notes by manual or facsimile
signature upon receipt by it of an Officer’s Certificate of WEST certifying
that all conditions precedent in connection with the issuance of such Notes
have been satisfied and directing the Indenture Trustee to authenticate such
Notes.  The Notes shall be authenticated
on behalf of the Indenture Trustee by any Responsible Officer of the Indenture
Trustee.


 


(i)            No Note shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
it shall have been executed on behalf of WEST as provided in clause (e) above
and authenticated by or on behalf of the Indenture Trustee as provided in
clause (g) above.  Such signatures
shall be conclusive evidence that such Note has been duly executed and
authenticated under this Indenture.  Each
Note shall be dated the date of its authentication.


 


Section 2.02           Restrictive Legends.


 


Except as specified in Section 2.12(f) hereof, 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 


 


56

















 


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:


 


57

















 


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.


 


Each Regulation S Temporary Book-Entry Note shall bear
the following legend on the face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 


Section 2.03           Note Registrar and Paying Agent


 


(a)           With respect to each Series of
Notes, there shall at all times be maintained an office or agency in the
location set forth in Section 13.04 hereof where Notes of such Series may
be presented or surrendered for registration of transfer or for exchange (each,
a “Note Registrar”), and for payment
thereof (each, a “Paying Agent”) and where notices
to or demands  upon WEST in respect of
such Notes may be served. For so long as any Series of Notes is listed on
any stock exchange, WEST shall appoint and maintain a Paying Agent and a Note
Registrar in the jurisdiction in which such stock exchange is located.  WEST shall cause each Note Registrar to keep
a register of each such Series of Notes for which it is acting as Note
Registrar and of their transfer and exchange (the “Register”).  Written notice of the location of each such
other office or agency and of any change of location thereof shall be given by
the Indenture Trustee to WEST and the Holders of such Series.  In the event that no such office or agency
shall be maintained or no such notice of location or of change of location
shall be given, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Indenture Trustee.


 


(b)           Each Authorized Agent in the location
set forth in Section 13.04 shall be a bank or trust company, shall be a
corporation organized and doing business under the laws of the United States or
any state or territory thereof or of the District of Columbia, with a combined
capital and surplus of at least $75,000,000 (or having a combined capital and
surplus in excess of 


 


58

















 


$5,000,000
and the obligations of which, whether now in existence or hereafter incurred,
are fully and unconditionally guaranteed by a corporation organized and doing
business under the laws of the United States, any state or territory thereof or
of the District of Columbia and having a combined capital and surplus of at
least $75,000,000) and shall be authorized under the laws of the United States
or any state or territory thereof to exercise corporate trust powers, subject
to supervision by Federal or state authorities (such requirements, the “Eligibility Requirements”). 
The Indenture Trustee shall initially be a Paying Agent and Note
Registrar hereunder with respect to the Notes of each Series.  Each Note Registrar other than the Indenture
Trustee shall furnish to the Indenture Trustee, at stated intervals of not more
than six months, and at such other times as the Indenture Trustee may request
in writing, a copy of the Register maintained by such Note Registrar.


 


(c)           Any corporation into which any
Authorized Agent may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authorized Agent shall be a party, or any corporation
succeeding to the corporate trust business of any Authorized Agent, shall be
the successor of such Authorized Agent hereunder, if such successor corporation
is otherwise eligible under this Section, without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authorized Agent or such successor corporation.


 


(d)           Any Authorized Agent may at any time
resign by giving written notice of resignation to the Indenture Trustee and
WEST.  WEST may, and at the request of
the Indenture Trustee shall, at any time terminate the agency of any Authorized
Agent by giving written notice of termination to such Authorized Agent and to
the Indenture Trustee.  Upon the
resignation or termination of an Authorized Agent or if at any time any such
Authorized Agent shall cease to be eligible under this Section (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed by the Indenture Trustee), WEST
shall promptly appoint one or more qualified successor Authorized Agents to
perform the functions of the Authorized Agent which has resigned or whose
agency has been terminated or who shall have ceased to be eligible under this
Section.  WEST shall give written notice
of any such appointment made by it to the Indenture Trustee; and in each case
the Indenture Trustee shall mail notice of such appointment to all Holders of
the related Series as their names and addresses appear on the Register for
such Series.


 


(e)           WEST agrees to pay, or cause to be
paid, from time to time reasonable compensation to each Authorized Agent for
its services and to reimburse it for its reasonable expenses to be agreed to
pursuant to separate agreements with each such Authorized Agent.


 


Section 2.04           Paying Agent to Hold Money in
Trust.


 


(a)           The Indenture Trustee shall require
each Paying Agent other than the Indenture Trustee to agree in writing that all
moneys deposited with any Paying Agent for the purpose of any payment on the
Notes shall be deposited and held in trust for the benefit of the Holders
entitled to such payment, subject to the provisions of this Section.  Moneys so deposited and held in trust shall
constitute a separate trust fund for the benefit of the Holders with respect to
which such money was deposited.


 


59

















 


(b)           The Indenture Trustee may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent; and, upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
be released from all further liability with respect to such moneys.


 


Section 2.05           Method of Payment.


 


(a)           On each Payment Date, the Indenture
Trustee shall, or shall instruct a Paying Agent to, pay, to the extent of the
Collections available therefor, to the Noteholders of each Series all
interest, principal and premium, if any, on the Notes of such Series; provided, that in the event and to the extent receipt of any
payment is not confirmed by the Indenture Trustee or such Paying Agent by 1:00 p.m.
(New York City time) on such Payment Date or any Business Day thereafter, distribution
thereof shall be made on the Business Day following the Business Day such
payment is received; and provided  further, that payment on a Regulation S Temporary Book-Entry
Note shall be made to the Holder thereof only in conformity with Section 2.05(c) hereof.  Each such payment on any Payment Date other
than the Legal Final Payment Date with respect to any Series of Notes
shall be made by the Indenture Trustee or Paying Agent to the Noteholders as of
the Record Date for such Payment Date. 
The final payment with respect to any Note, however, shall be made only
upon presentation and surrender of such Note by the Noteholder or its agent at
the Corporate Trust Office or agency of the Indenture Trustee or Paying Agent
specified in the notice given by the Indenture Trustee or Paying Agent with
respect to such final payment.


 


(b)           At such time, if any, as the Notes of
any Series are issued in the form of Definitive Notes, payments on a
Payment Date shall be made by check mailed to each Noteholder of a Definitive
Note on the applicable Record Date at its address appearing on the Register
maintained with respect to such Series. 
Alternatively, upon application in writing to the Indenture Trustee, not
later than the applicable Record Date, by a Noteholder of one or more
Definitive Notes of such Series having an aggregate original principal
amount of not less than $1,000,000, any such payments shall be made by wire
transfer to an account designated by such Noteholder at a financial institution
in New York, New York; provided that
the final payment for each Series of Notes shall be made only upon
presentation and surrender of the Definitive Notes of such Series by the
Noteholder or its agent at the Corporate Trust Office or agency of the
Indenture Trustee or Paying Agent specified in the notice of such final payment
given by the Indenture Trustee or Paying Agent. 
The Indenture Trustee or Paying Agent shall mail such notice of the
final payment of such Series to each of the Noteholders of such Series,
specifying the date and amount of such final payment.


 


(c)           The beneficial owner of a Regulation
S Temporary Book-Entry Note of any Series may arrange to receive interest
installments through Euroclear or Clearstream on such Regulation S Temporary
Book-Entry Note only after delivery by such beneficial owner to Euroclear or
Clearstream, as the case may be, of a written certification substantially in
the form of Exhibit C-3 hereto, and upon delivery of Euroclear or
Clearstream, as the case may be, to the Paying Agent of a certification or
certifications substantially in the form of Exhibit C-4 hereto.  No interest shall be paid to any beneficial
owner and no interest shall be paid to Euroclear or Clearstream on such
beneficial owner’s interest in a Regulation S Temporary Book-Entry Note 


 


60

















 


unless
Euroclear or Clearstream, as the case may be, has provided such a certification
to the Paying Agent with respect to such interest.


 


Section 2.06           Minimum Denomination.


 


Unless otherwise set forth in the Supplement for a
Series, each Note shall be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof.


 


Section 2.07           Exchange Option.


 


If the holder of a
beneficial interest in an Unrestricted Book-Entry Note deposited with DTC
wishes at any time to exchange its interest in the Unrestricted Book-Entry
Note, or to transfer its interest in the Unrestricted Book-Entry Note to a
Person who wishes to take delivery thereof in the form of an interest in the 144A
Book-Entry Note, the holder may, subject to the rules and procedures of
Euroclear or Clearstream and DTC, as the case may be, give directions for the
Indenture Trustee and Note Registrar to exchange or cause the exchange or
transfer or cause the transfer of the interest for an equivalent beneficial
interest in the 144A Book-Entry Note. Upon receipt by the Indenture Trustee and
Note Registrar of instructions from Euroclear or Clearstream (based on
instructions from depositaries for Euroclear and Clearstream) or from a DTC
Participant, as applicable, or DTC, as the case may be, directing the Indenture
Trustee and Note Registrar to credit or cause to be credited a beneficial
interest in the 144A Book-Entry Note equal to the beneficial interest in the
Unrestricted Book-Entry Note to be exchanged or transferred (such instructions
to contain information regarding the DTC Participant account to be credited
with the increase, and, with respect to an exchange or transfer of an interest
in the Unrestricted Book-Entry Note, information regarding the DTC Participant
account to be debited with the decrease), the Indenture Trustee and Note
Registrar shall instruct DTC to reduce the Unrestricted Book-Entry Note by the
aggregate principal amount of the beneficial interest in the Unrestricted
Book-Entry Note to be exchanged or transferred, and the Indenture Trustee shall
instruct DTC, concurrently with the reduction, to increase the principal amount
of the 144A Book-Entry Note by the aggregate principal amount of the beneficial
interest in the Unrestricted Book-Entry Note to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person specified in
the instructions a beneficial interest in the 144A Book-Entry Note equal to the
reduction in the principal amount of the Unrestricted Book-Entry Note.


 


If a holder of a
beneficial interest in the 144A Book-Entry Note wishes at any time to exchange
its interest in the 144A Book-Entry Note for an interest in a Regulation S
Book-Entry Note, or to transfer its interest in the 144A Book-Entry Note to a
Person who wishes to take delivery thereof in the form of an interest in the
Regulation S Book-Entry Note, the holder may, subject to the rules and
procedures of DTC, give directions for the Indenture Trustee and Note Registrar
to exchange or cause the exchange or transfer or cause the transfer of the
interest for an equivalent beneficial interest in the Regulation S Book-Entry
Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions
given in accordance with DTC’s procedures from a DTC Participant directing the
Indenture Trustee and Note Registrar to credit or cause to be credited a
beneficial interest in the Regulation S Book-Entry Note in an amount equal to
the beneficial interest in the 144A Book-Entry Note to be exchanged or
transferred, (b) a written order given in accordance with DTC’s procedures
containing information regarding the account of the depositaries for Euroclear
or Clearstream or another Clearing Agency Participant, 


 


61

















 


as the case may be, to be
credited with the increase and the name of the account and (c) certificates
in the forms of Exhibits C-5 and C-7 hereto, respectively, given by the
Noteholder and the proposed transferee of the interest, the Indenture Trustee
and Note Registrar shall instruct DTC to reduce the 144A Book-Entry Note by the
aggregate principal amount of the beneficial interest in the 144A Book-Entry
Note to be so exchanged or transferred and the Indenture Trustee and Note
Registrar shall instruct DTC, concurrently with the reduction, to increase the
principal amount of the Regulation S Book-Entry Note by the aggregate principal
amount of the beneficial interest in the 144A Book-Entry Note to be so
exchanged or transferred, and to credit or cause to be credited to the account
of the Person specified in the instructions a beneficial interest in the
Regulation S Book-Entry Note equal to the reduction in the principal amount of
the 144A Book-Entry Note.


 


Notwithstanding anything
to the contrary herein, an Initial Purchaser may exchange beneficial interests
in the Regulation S Temporary Book-Entry Note held by it for interests in the
144A Book-Entry Note only after delivery by the Initial Purchaser of instructions
to DTC for the exchange, substantially in the form of Exhibit C-6 hereto.
Upon receipt of the instructions provided in the preceding sentence, the
Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal
amount of the Regulation S Temporary Book-Entry Note to be so transferred and
shall instruct DTC to increase the principal amount of the 144A Book-Entry Note
and credit or cause to be credited to the account of the placement agent a
beneficial interest in the 144A Book-Entry Note having a principal amount equal
to the amount by which the principal amount of the Regulation S Temporary
Book-Entry Note was reduced upon the transfer pursuant to the instructions
provided in the first sentence of this paragraph.


 


If a Book-Entry Note is
exchanged for a Definitive Note, the Notes may be exchanged or transferred for
one another only in accordance with such procedures as are substantially
consistent with the provisions of the three immediately preceding paragraphs
(including the certification requirements intended to ensure that the exchanges
or transfers comply with Rule 144 or Regulation S, as the case may be) and
as may be from time to time adopted by the Indenture Trustee.


 


Section 2.08           Mutilated, Destroyed, Lost or
Stolen Notes.


 


If any Note shall become mutilated, destroyed, lost or
stolen, WEST shall, upon the written request of the Holder thereof and
presentation of the Note or satisfactory evidence of destruction, loss or theft
thereof to the Indenture Trustee or Note Registrar, issue, and the Indenture
Trustee shall authenticate and the Indenture Trustee or Note Registrar shall
deliver in exchange therefor or in replacement thereof, a new Note of the same
Series, payable to such Holder in the same principal amount, of the same maturity,
with the same payment schedule, bearing the same interest rate and dated the
date of its authentication.  If the Note
being replaced has become mutilated, such Note shall be surrendered to the
Indenture Trustee or a Note Registrar and forwarded to WEST by the Indenture
Trustee or such Note Registrar.  If the
Note being replaced has been destroyed, lost or stolen, the Holder thereof
shall furnish to WEST, the Indenture Trustee or a Note Registrar (i) such
security or indemnity as may be required by them to save WEST, the Indenture
Trustee and such Note Registrar harmless and (ii) evidence satisfactory to
WEST, the Indenture Trustee and such Note Registrar of the destruction, loss or
theft of such Note and of the ownership thereof, provided that the requirements of this sentence 


 


62

















 


with respect to any Holder that is a QIB shall be satisfied by delivery
of an indemnity of such Holder in form and substance satisfactory to the
Indenture Trustee and an affidavit of such Holder as to the destruction, loss
or theft.  The Noteholders will be
required to pay any tax or other governmental charge imposed in connection with
such exchange or replacement and any other expenses (including the fees and
expenses of the Indenture Trustee and any Note Registrar) connected therewith.


 


Section 2.09           Payments of Transfer Taxes.


 


Upon the transfer of any Note or Notes pursuant to Section 2.07
hereof, WEST or the Indenture Trustee may require from the party requesting
such new Note or Notes payment of a sum to reimburse WEST or the Indenture
Trustee for, or to provide funds for the payment of, any transfer tax or
similar governmental charge payable in connection therewith.


 


Section 2.10           Additional Notes.


 


(a)           Subject to paragraphs
(b), (c) and (d) below and Section 5.02(c) hereof, WEST may
issue Additional Notes pursuant to a Supplement executed by WEST and the
Indenture Trustee that will specify the principal terms of such Series of
Notes, the proceeds of which shall be used to (i) fund the
acquisition of Additional Engines, (ii) fund the costs of Discretionary
Engine Modifications or (iii) fund a Refinancing of a previously issued Series of
Notes (each such issuance, an “Additional Issuance”).  Each such Additional Issuance shall be
authorized pursuant to one or more Trustee Resolutions, each including the
affirmative votes of all of the Equity Trustees, and shall be effected only
following a Rating Agency Confirmation (or, if no Series of
Notes then Outstanding is being rated by one or more Rating Agencies, the
consent of a Requisite Majority) and subject to obtaining the prior written
consent of the Senior Liquidity Provider, in the case of an Additional Series of
Series A Notes, if and to the extent provided in Section 2.10(e); provided, however, that
no Event of Default or Early Amortization Event is then continuing or being
created as a result of the issuance of such Additional Notes.  Each Additional Note shall constitute a “Note”
for all purposes under this Indenture, and shall have such Series and such
further designations added or incorporated in such title as specified in the
related Trustee Resolutions, in the Supplement relating to such Additional
Note, or specified in the form of such Note, as the case may be. The
terms of such Supplement may modify or amend the terms of this Indenture solely
as applied to such Series, and with the consent of the Control Party for any
other Series, may amend this Indenture as applicable to such Series, in
accordance with the terms of this Indenture.


 


(b)           A Refinancing of any Series of
Notes in whole may occur on any Payment Date as provided in the Supplement for
such Series of Notes and shall be effected as an Optional Redemption
pursuant to Section 3.16 hereof.  On
the date of any Refinancing, WEST shall issue and sell an aggregate principal
amount of Additional Notes not to exceed the Redemption Price of the Notes
being refinanced thereby plus the Refinancing Expenses relating thereto and, in
the case of an Additional Series of Series B Notes, any increase in
the Junior Restricted Cash Amount.  The
proceeds of each sale of Additional Notes shall be used to make the deposit
required by Section 3.17(b) hereof and to pay such Refinancing
Expenses.


 


63
















 


(c)           Each Additional Note shall contain
such terms as may be established in or pursuant to the Supplement hereto
providing for the issuance of such Notes or specified in the form of such Notes
to the extent permitted below (subject to Section 2.01 hereof), and shall
have the same ranking pursuant to Section 3.15 hereof as the Notes of the
class and Series to which such Additional Notes belong (and, with respect
to other Series having the same alphabetical designation, as provided in Section 3.15
hereof).  Not less than ten (10) Business
Days prior to any Additional Issuance (unless the parties agree to a shorter
period), WEST shall have given the Indenture Trustee, the Servicer, each Rating
Agency, the Senior Liquidity Provider and, if such additional Series is to
be registered pursuant to the Securities Act, all Rating Agencies that have
rated any prior Series entitled thereto pursuant to the relevant
Supplement, written notice of any or all of the following, as applicable, with
respect to the related Additional Issuance, which shall be set forth in the
Supplement hereto or specified in the form of such Notes, as the case may be (provided that the notice given pursuant to Section 9.06
of the Original Indenture with respect to any Series of Additional Notes
issued on the Effective Date shall be deemed to satisfy the requirement to
deliver the notices described in clauses (c) and (d)(i) of this Section 2.10):


 


(i)            the Series of
such Additional Notes and, if such Additional Notes are to be issued in a
Refinancing, the Series of Notes to be refinanced in such Refinancing; and


 


(ii)           with respect to
each such Series of Additional Notes:


 


(A)              the aggregate principal amount of
any such Additional Notes which may be issued;


 


(B)               the proposed date of such Additional
Issuance;


 


(C)               the Final Maturity Date of any such
Additional Notes;


 


(D)              (1) any increase in the Senior
Liquidity Facility Maximum Commitment, and, if so, the amount thereof, which
may be effected by an amendment of the Senior Liquidity Facility or by WEST entering
into a new Senior Liquidity Facility, as provided in Section 2.10(e),
and/or (2) any increase in the Junior Restricted Cash Amount;


 


(E)               whether there will be any
Enhancement Agreement in respect of the Additional Notes;


 


(F)               the rate at which any such
Additional Notes shall bear interest or the method by which such rate shall be
determined;


 


(G)               if other than denominations of
$100,000 or higher integral multiples of $1,000, the denomination or
denominations in which any such Additional Notes shall be issuable;


 


(H)              whether any such Additional Notes
are to be issuable initially in temporary or permanent global form and, if so,
whether beneficial owners of interests in any such permanent global Additional
Note may exchange 


 


64

















 


such interests for Additional Notes
of the same class or Series and of like tenor and of any authorized form
and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided in Section 2.07 hereof, and
the circumstances under which and the place or places where any such exchanges
may be made and the identity of any initial depository therefor;


 


(I)                in the case of Additional Notes
that are to be Fixed Rate Notes, a schedule of Assumed Principal Payments, if
applicable;


 


(J)                any other terms, conditions,
rights and preferences (or limitations on such rights and preferences) relating
to any such Additional Notes (which terms shall comply with Applicable Law and
not be inconsistent with the requirements or restrictions of this Indenture,
including Section 5.02(c) hereof); and


 


(K)              On and after the applicable
Exchange Date, the Note Registrar shall register any proposed transfer of a
Note to any Non-U.S. Person if the Note to be transferred is a Definitive Note
or an interest in a 144A Book-Entry Note, upon receipt of a certificate
substantially in the form of Exhibit C-7 from the proposed transferor.


 


(d)           The obligation of the Indenture
Trustee to authenticate and deliver the Notes of such Series and to
execute and deliver the related Supplement is subject to the satisfaction of
the following conditions:


 


(i)            on or before the tenth (10th) Business Day (unless the
parties to be notified agree to a shorter notice period) preceding the date on
which the Notes of such Series are to be issued in accordance with the
provisions of Section 2.01 and this Section 2.10 (the “Series Issuance Date”), WEST shall have given the
Indenture Trustee, the Servicer, each Rating Agency, the Senior Liquidity Provider
and, if such additional Series is to be registered pursuant to the
Securities Act, all Rating Agencies that have rated any prior Series the
notice described in Section 2.10(c);


 


(ii)           WEST shall have delivered to the
Indenture Trustee the related Supplement, in form satisfactory to the Indenture
Trustee, executed by WEST;


 


(iii)          WEST shall have delivered to the
Indenture Trustee any related Enhancement Agreement for such Series of
Notes executed by each of the parties thereto;


 


(iv)          Rating Agency Confirmations shall
have been obtained with respect to each Series of Notes then Outstanding
or, if no Series of Notes then Outstanding is being rated by one or more
Rating Agencies, a Requisite Majority consents;


 


(v)           WEST shall have delivered to the
Indenture Trustee, each Rating Agency, the Senior Liquidity Provider and, if
required, any Noteholder, any Opinions of Counsel required by the related
Supplement, including without limitation with respect to true sale,
enforceability, non-consolidation and security interest perfection issues;


 


65

















 


(vi)          WEST shall have delivered to the
Indenture Trustee and each Rating Agency an Officer’s Certificate stating that (A) no
Early Amortization Event or Event of Default has occurred and is then
continuing (or would result from the issuance of such Additional Series), (B) there
is not a substantial likelihood that the issuance of such Additional Series would
result in an Early Amortization Event or Event of Default at any time in the
future, (C) after giving effect to the proposed issuance, no Senior
Borrowing Base Deficiency or Junior Borrowing Base Deficiency exists or will
exist, and (D) all Scheduled Principal Payment Amounts on the Series 2005-B1
Term Notes and the Series 2005-B2 Warehouse Notes shall have been made as
of the date of issuance of the Additional Series;


 


(vii)         confirmation in writing that the
aggregate Outstanding Principal Balance of all Series then Outstanding and
the Additional Series to be issued does not exceed the Senior Borrowing
Base or the Junior Borrowing Base, as the case may be;


 


(viii)        such other conditions as shall be
specified in the related Supplement shall have been satisfied; and


 


(ix)           WEST shall have delivered to the
Indenture Trustee an Officer’s Certificate that all of the conditions specified
in paragraphs (i) through (viii) above have been satisfied.


 


(e)           In connection with the issuance of
any Additional Series of Series A Notes that would result in an
increase of the Senior Liquidity Facility Maximum Commitment, WEST may propose
to the Senior Liquidity Provider that the Senior Liquidity Provider amend the
Senior Liquidity Facility to effect such increase, but the Senior Liquidity
Provider shall have no obligation to agree to any such amendment.  If the Senior Liquidity Provider does agree
to increase the Senior Liquidity Facility Maximum Commitment, WEST shall enter
into such an amendment as a condition of the issuance of the Additional Series of
Series A Notes, and subject to the further conditions that the Senior
Liquidity Provider shall deliver to WEST, on or prior to the date of the
issuance of such Additional Series, legal opinions and corporate documents in
respect of the amended Senior Liquidity Facility substantially similar in form,
scope and substance to the legal opinions and corporate documents delivered by
the initial Senior Liquidity Provider on the Effective Date and that the rights
of reimbursement in respect of the drawings under the amended Senior Liquidity
Facility will be the same as the rights of reimbursement set forth in Section 3.14.  If the Senior Liquidity Provider does not
agree to amend the Senior Liquidity Facility, a condition of the issuance of
the Additional Series of Series A Notes shall be that WEST shall have
entered into a new Senior Liquidity Facility in the amount of the increased
Senior Liquidity Facility Maximum Amount.


 


Upon satisfaction of the above conditions, the
Indenture Trustee shall execute the Supplement and authenticate and deliver the
Notes of such Series.


 


Section 2.11           Book-Entry Registration.


 


(a)           Upon the issuance of any Book-Entry
Notes, DTC or its custodian will credit, on its book-entry registration and
transfer system, the respective principal amounts of the 


 


66

















 


individual
beneficial interests represented by such Book-Entry Notes to the accounts of a
Direct Participant. Ownership of beneficial interests in a Book-Entry Note will
be limited to DTC Participants or Persons who hold interests through DTC
Participants. Ownership of beneficial interests in the Book-Entry Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by DTC (with respect to interests of DTC Participants) and
the records of DTC Participants (with respect to interests of Persons other
than DTC Participants).


 


(b)           So long as DTC, or its nominee, is
the registered owner or holder of a Book-Entry Note, DTC or such nominee, as
the case may be, will be considered the sole owner or Noteholder represented by
such Book-Entry Note for all purposes under this Indenture, the Supplements and
the Book-Entry Notes. Unless (a) DTC notifies WEST that it is unwilling or
unable to continue as depository for a Book-Entry Note, (b) WEST elects to
terminate the book-entry system for the Book-Entry Notes, or (c) an Event
of Default has occurred and the Control Party of such Series certifies
that continuation of a book-entry system through DTC (or a successor) for such Series is
no longer in the best interests of such Noteholders of such Series, owners of
beneficial interests in a Book-Entry Note will not be entitled to have any
portion of such Book-Entry Note registered in their names, will not receive or
be entitled to receive physical delivery of Notes in definitive form and will
not be considered to be the owners or Noteholders under this Indenture, the
Supplements or the Book-Entry Notes.  In
addition, no beneficial owner of an interest in a Book-Entry Note will be able
to transfer that interest except in accordance with DTC’s applicable procedures
(in addition to those under the Supplements and, if applicable, those of
Clearstream and Euroclear).


 


(c)           Investors may hold their interest in
a Regulation S Book-Entry Note through Clearstream or Euroclear, if they are
participants in such systems, or indirectly through organizations that are
participants in such systems. After the Exchange Date, investors also may hold
such interests through organizations other than Clearstream and Euroclear that are
DTC Participants. Clearstream and Euroclear will hold interests in a Regulation
S Book-Entry Note on behalf of their participants through customers’ securities
accounts in their respective names on the books of their respective
depositaries, which in turn will hold such interests in a Regulation S
Book-Entry Note in customers’ accounts in the depositaries’ names on the books
of DTC. Citibank, N.A. will initially act as depositary for Clearstream and
Morgan Guaranty Trust Company of New York, Brussels Office, will initially act
as depositary for Euroclear. Investors may hold their interests in a 144A
Book-Entry Note directly through DTC, if they are DTC Participants, or
indirectly through organizations that are DTC Participants.


 


(d)           All payments of principal and
interest will be made by the Paying Agent on behalf of WEST in immediately
available funds or the equivalent, so long as DTC continues to make its
Same-Day Funds Settlement System available to WEST.


 


None of WEST, the Note Registrar, the Paying Agent or
the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such registration instructions. 
Upon the issuance of Definitive Notes of such Series, the Indenture
Trustee shall recognize the Persons in whose name the Definitive Notes are
registered in the Register as Noteholders hereunder.  Neither WEST nor the 


 


67

















 


Indenture Trustee shall
be liable if the Indenture Trustee or WEST is unable to locate a qualified
successor DTC.


 


Definitive Notes of any Series will be freely
transferable and exchangeable for Definitive Notes of the same Series at
the office of the Indenture Trustee or the office of a Note Registrar upon
compliance with the requirements set forth herein.  In the case of a transfer of only part of a
holding of Definitive Notes, a new Definitive Note shall be issued to the
transferee in respect of the part transferred and a new Definitive Note in
respect of the balance of the holding not transferred shall be issued to the
transferor and may be obtained at the office of the applicable Note Registrar.


 


(e)           Any beneficial interest in one of the
Book-Entry Notes as to any Series that is transferred to a Person who
takes delivery in the form of an interest in another Book-Entry Note will, upon
transfer, cease to be an interest in such Book-Entry Note and become an
interest in such other Book-Entry Note and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Book-Entry Note for as long as it remains
such an interest.


 


(f)            Any Definitive Note delivered in
exchange for an interest in a 144A Book-Entry Note pursuant to paragraph (b) of
this Section shall, except as otherwise provided by paragraph (f) of Section 2.12,
bear the Private Placement Legend applicable to a 144A Book-Entry Note set
forth in Section 2.02 hereof.


 


(g)           Any Definitive Note delivered in
exchange for an interest in a Unrestricted Book-Entry Note pursuant to
paragraph (b) of this Section shall, except as otherwise provided by
paragraph (f) of Section 2.12, bear the Private
Placement Legend applicable to a Unrestricted Book-Entry Note set forth in Section 2.02
hereof.


 


(h)           Any
Holder that is a QIB  or a group of
Holders that are QIBs and that holds all of a Series in the form of
Definitive Notes may request WEST to exchange such Definitive Notes for a 144A
Book Entry Note, which will be deposited with DTC or its custodian, the
Indenture Trustee or an agent of the Indenture Trustee and registered in the
name of Cede as nominee of DTC and, if such Definitive Notes bear the Private
Placement Legend, legended with the Private Placement Legend as provided Section 2.02
hereof; unless otherwise provided in the Supplement for an Additional Series of
Notes, such Holder or Holders (other than any Holder of the Series 2005-A1
Term Notes) shall reimburse WEST for all costs incurred in connection with such
exchange and registration.


 


Section 2.12           Special Transfer Provisions.


 


(a)           Transfers to Non-QIB Institutional
Accredited Investors. The following provisions shall apply with respect to
the registration of any proposed transfer of a Note (other than a Regulation S
Temporary Book-Entry Note) to any Institutional Accredited Investor which is
not a QIB (excluding Non-U.S. Persons):


 


(i)            The Note Registrar shall register
the transfer of any Note, whether or not such Note bears the Private Placement
Legend, if the proposed transferee has delivered to the Note Registrar (A) a
certificate substantially in the form of Exhibit D 


 


68

















 


hereto and (B) an Opinion
of Counsel acceptable to WEST that such transfer is in compliance with the
Securities Act.


 


(ii)           If the proposed transferor is a
Direct Participant holding a beneficial interest in the 144A Book-Entry Note,
upon receipt by the Note Registrar of (x) the documents, if any, required
by paragraph (i) and (y) instructions given in accordance with the
DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
144A Book-Entry Note in an amount equal to the principal amount of the beneficial
interest in the 144A Book-Entry Note to be transferred, and WEST shall execute,
and the Indenture Trustee shall authenticate and deliver, one or more
Definitive Notes of like tenor and amount.


 


(b)           Transfers to QIBs. The
following provisions shall apply with respect to the registration of any
proposed transfer of an interest in a 144A Book-Entry Note or a Definitive Note
issued in exchange for an interest in such 144A Book-Entry Note in accordance
with Section 2.07 hereof to a QIB (excluding Non-U.S.
Persons):


 


(i)            If the Note to be transferred
consists of (x) Definitive Notes, the Note Registrar shall register the
transfer if such transfer is being made by a proposed transferor who has
checked the box provided for on the form of Note stating, or has otherwise
advised WEST and the Note Registrar in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed
the certification provided for on the form of Note stating, or has otherwise
advised WEST and the Note Registrar in writing, that it is purchasing the Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account are QIBs within the
meaning of Rule 144A, are aware that the sale to it is being made in
reliance on Rule 144A and acknowledge that they have received such
information regarding WEST as they have requested pursuant to Rule 144A or
have determined not to request such information and that they are aware that
the transferor is relying upon their foregoing representations in order to
claim the exemption from registration provided by Rule 144A or (y) an
interest in a 144A Book-Entry Note, the transfer of such interest may be
effected only through the book-entry system maintained by the DTC.


 


(ii)           If the proposed transferee is a
Direct Participant, and the Note to be transferred is a Definitive Note, upon
receipt by the Note Registrar of the documents referred to in clause (i) and
instructions given in accordance with the DTC’s and the Note Registrar’s
procedures, the Note Registrar shall reflect on its books and records the date
and an increase in the principal amount at maturity of the 144A Book-Entry Note
in an amount equal to the principal amount at maturity of the Definitive Note
to be transferred, and the Indenture Trustee shall cancel the Definitive Note
so transferred.


 


(c)           Transfers of Interests in a
Regulation S Temporary Book-Entry Note. The following provisions shall
apply with respect to registration of any proposed transfer of interests in a
Regulation S Temporary Book-Entry Note:


 


69

















 


(i)            The Note Registrar shall register
the transfer of any interest in a Regulation S Temporary Book-Entry Note (x) if
the proposed transferee is a Non-U.S. Person and the proposed transferor has
delivered to the Note Registrar a certificate substantially in the form of Exhibit C-7
hereto or (y) if the proposed transferee is a QIB and the proposed
transferor has checked the box provided for on the form of Note stating, or has
otherwise advised WEST and the Note Registrar in writing, that the sale has
been made in compliance with the provisions of Rule 144A to a transferee
who has signed the certification provided for on the form of Note stating, or
has otherwise advised WEST and the Note Registrar in writing, that it is
purchasing the Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account are QIBs
within the meaning of Rule 144A, are aware that the sale to them is being
made in reliance on Rule 144A and acknowledge that they have received such
information regarding WEST as they have requested pursuant to Rule 144A or
have determined not to request such information and that they are aware that
the transferor is relying upon their foregoing representations in order to
claim the exemption from registration provided by Rule 144A.


 


(ii)           If the proposed transferee is a
Direct Participant that provides the documents referred to in clause (i)(y) above,
upon receipt by the Note Registrar of such documents and instructions given in
accordance with the DTC’s and the Note Registrar’s procedures, the Note
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the 144A Book-Entry Note of the relevant Series, in an
amount equal to the principal amount of the Regulation S Temporary Book-Entry
Note of such Series to be transferred, and the Indenture Trustee shall
decrease the amount of the Regulation S Temporary Book-Entry Note of such
Series.


 


(d)           Transfers of Interests in a
Unrestricted Book-Entry Note.  The
Note Registrar shall register any transfer of interests in an Unrestricted
Book-Entry Note or Definitive Note issued in exchange for an interest in a 144A
Book-Entry Note in accordance with Section 2.07 hereof
to U.S. Persons or to Non-U.S. Persons without requiring any additional
certification.


 


(e)           Transfers to Non-U.S. Persons at
any Time.  The following provisions
shall apply with respect to any transfer of a Note to a Non-U.S. Person:


 


(i)            Prior to the applicable Exchange
Date, the Note Registrar shall register any proposed transfer of a Regulation S
Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate
substantially in the form of Exhibit C-7 hereto from the proposed
transferor.


 


(ii)           On and after the applicable Exchange
Date, the Note Registrar shall register any proposed transfer of a Note to any
Non-U.S. Person if the Note to be transferred is a Definitive Note or an
interest in a 144A Book-Entry Note, upon receipt of a certificate substantially
in the form of Exhibit C-7 from the proposed transferor.


 


(iii)          (a)  If the proposed transferor
is a Direct Participant holding a beneficial interest in an Unrestricted
Book-Entry Note, upon receipt by the Note Registrar of (x) the documents,
if any, required by paragraph (ii) and (y) instructions in 


 


70

















 


accordance with the DTC’s and
the Note Registrar’s procedures, the Note Registrar shall reflect on its books
and records the date and a decrease in the principal amount of a 144A
Book-Entry Note in an amount equal to the principal amount of the beneficial
interest in such 144A Book-Entry Note to be transferred, and (b) if the
proposed transferee is a Direct Participant, upon receipt by the Note Registrar
of instructions given in accordance with the DTC’s and the Note Registrar’s
procedures, the Note Registrar shall reflect on its books and records the date
and an increase in the principal amount of the Unrestricted Book-Entry Note of
the relevant Series in an amount equal to the principal amount of the
beneficial interest in such 144A Book-Entry Note or any Definitive Notes issued
in exchange for such interest in such 144A Book-Entry Note to be transferred,
and the Indenture Trustee shall cancel the Definitive Note, if any, so
transferred or decrease the amount of the 144A Book-Entry Note.


 


(f)            Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes not bearing the Private Placement Legend, the Note Registrar shall
deliver Notes that do not bear the Private Placement Legend.  Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Note Registrar shall deliver only
Notes that bear the Private Placement Legend unless either (i) the Private
Placement Legend is no longer required under Section 2.02 hereof or, in
respect of a Definitive Note, the condition set forth in paragraph (e)(ii) of
this Section 2.12 exists or (ii) there is delivered to the
Note Registrar an Opinion of Counsel reasonably satisfactory to WEST and the
Indenture Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.


 


(g)           General.  By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.  The Note
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Indenture Trustee the certifications and
legal opinions described herein to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act; provided
that the Indenture Trustee shall not be required to determine (but may rely on
a determination made by WEST with respect to) the sufficiency of any such legal
opinions.


 


Section 2.13           Temporary Definitive Notes.


 


(a)           Pending the preparation of Definitive
Notes of any Series, WEST may execute and the Indenture Trustee may
authenticate and deliver temporary Definitive Notes of such Series which
are printed, lithographed, typewritten or otherwise produced, in any
denomination, containing substantially the same terms and provisions as are set
forth in the applicable exhibit hereto or in any indenture supplemental hereto,
except for such appropriate insertions, omissions, substitutions and other
variations relating to their temporary nature as the Signatory Trustee of WEST
executing such temporary Definitive Notes may determine, as evidenced by his
execution of such temporary Definitive Notes.


 


71

















 


(b)           If temporary Definitive Notes of any Series are
issued, WEST will cause Definitive Notes of such Series to be prepared
without unreasonable delay.  After the
preparation of Definitive Notes of such Series, the temporary Definitive Notes
shall be exchangeable for Definitive Notes upon surrender of such temporary
Definitive Notes at the Corporate Trust Office of the Indenture Trustee,
without charge to the Holder thereof. 
Upon surrender for cancellation of any one or more temporary Definitive
Notes, WEST shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor Definitive Notes of like Series, in authorized
denominations and in the same aggregate principal amounts.  Until so exchanged, such temporary Definitive
Notes shall in all respects be entitled to the same benefits under this
Indenture as Definitive Notes.


 


Section 2.14           Statements to Noteholders.


 


(a)           On the last Business Day before each
Payment Date, WEST shall cause the Administrative Agent to deliver to the
Indenture Trustee, the Controlling Trustees and the Holders of each Series of
Warehouse Notes prior to the occurrence of a Conversion Event with respect to
such Series of Warehouse Notes, and the Indenture Trustee shall (or shall
instruct any Paying Agent to) promptly thereafter (but not later than such
Payment Date) distribute to the Rating Agencies, the Back-Up Servicer, the
Back-Up Administrative Agent, each Hedge Counterparty, the Senior Liquidity
Provider and to each Holder of record with respect to such Payment Date, a
report, substantially in the form attached as Exhibit G-1 hereto prepared
by the Administrative Agent and setting forth the information described therein
(each, a “Monthly Report”).  WEST shall cause the Administrative Agent to
deliver a copy of the Annual Budget for each year with the Monthly Report for January in
such year, and the Indenture Trustee shall include a copy of such Annual Budget
with the Monthly Report for January sent to the Persons described in the
preceding sentence.  WEST shall cause the
Administrative Agent to deliver a copy of the Maintenance Reserve Evaluation
for each year with the Monthly Report for the next month after it is received
in such year, and the Indenture Trustee shall include a copy of such
Maintenance Reserve Evaluation with the Monthly Report for such month sent to
the Persons described in the first sentence of this Section 2.14(a). WEST
shall cause the Administrative Agent to deliver to the Indenture Trustee and
the Controlling Trustees with the Monthly Report for each May, and the
Indenture Trustee shall (or shall instruct any Paying Agent to) distribute with
the Monthly Report for each May to the Persons described in the first
sentence in this Section 2.14(a), a report, substantially in the form
attached as Exhibit G-2 hereto prepared by the Administrative Agent and
setting forth the information described therein (each, an “Annual
Report”).  The Indenture
Trustee shall deliver, promptly upon written request, a copy of each Monthly
Report and Annual Report to any Holder or other Secured Party and, at the
written request of any Holder, to any prospective purchaser of any Notes from
such Holder. If any Series of Notes is then listed on any stock exchange,
the Indenture Trustee also shall provided a copy of each Monthly Report and
each Annual Report to the applicable listing agent on behalf of such stock
exchange.


 


(b)           After the end of each calendar year
but not later than the latest date permitted by law, the Administrative Agent
shall deliver to the Indenture Trustee, and the Indenture Trustee shall (or
shall instruct any Paying Agent to) furnish to each Person who at any time
during such calendar year was a Noteholder of record of any Series of
Notes, a statement (for example, a Form 1099 or any other means required
by law) prepared by the Administrative 


 


72

















 


Agent
containing the sum of the amounts determined pursuant to Exhibit G-1
hereto with respect to the Series of Notes for such calendar year or, in
the event such Person was a Noteholder of record of any Series during only
a portion of such calendar year, for the applicable portion of such calendar
year, and such other items as are readily available to the Administrative Agent
and which a Noteholder shall reasonably request as necessary for the purpose of
such Noteholder’s preparation of its U.S. federal income or other tax
returns.  So long as any of the Notes are
registered in the name of the initial DTC or its nominee, such report and such
other items will be prepared on the basis of such information supplied to the
Administrative Agent by the initial DTC and the Direct Participants, and will
be delivered by the Indenture Trustee, when received from the Administrative
Agent, to the DTC to the applicable beneficial owners in the manner described
above.  In the event that any such
information has been provided by any Paying Agent directly to such Person
through other tax-related reports or otherwise, the Indenture Trustee in its
capacity as Paying Agent shall not be obligated to comply with such request for
information.


 


(c)           If required by the related Supplement
for any Series, the Indenture Trustee shall distribute a copy of the Payment
Date Schedule delivered by the Administrative Agent pursuant to Section 3.13(e) to
the Holders of the Notes of such Series promptly after receiving such
Payment Date Schedule.


 


(d)           At such time, if any, as the Notes of
any Series are issued in the form of Definitive Notes, the Indenture
Trustee shall prepare and deliver the information described in Section 2.14(b) to
each Holder of record of a Definitive Note of such Series for the relevant
period of beneficial ownership of such Definitive Note as appears on the
records of the Indenture Trustee.


 


(e)           Following each Payment Date and any
other date specified herein for distribution of any Payments with respect to
the Notes and prior to a Redemption, the Indenture Trustee shall cause notice
thereof to be given (i) by publication in such English language newspaper
or newspapers as the Indenture Trustee shall approve having a general
circulation in Europe, (ii) by either of (a) the information
contained in such notice appearing on the relevant page of the Reuters
Screen or such other medium for the electronic display of data as may be
approved by the Indenture Trustee and notified to Noteholders or (b) publication
in the Financial Times and The Wall
Street Journal (National Edition) or, if either newspaper shall
cease to be published or timely publication therein shall not be practicable,
in such English language newspaper or newspapers as the Indenture Trustee shall
approve having a general circulation in Europe and the United States and (iii) until
such time as any Definitive Notes are issued and, so long as the Notes of any Series are
registered with the DTC, Euroclear and/or Clearstream, delivery of the relevant
notice to the DTC, Euroclear and/or Clearstream for communication by them to
Noteholders of such Series. Notwithstanding the above, any notice to the Noteholders
of any Series specifying a floating interest rate for the Notes, any
Payment Date, any principal payment or any payment of premium, if any, shall be
validly given by delivery of the relevant notice to the DTC, Euroclear and/or
Clearstream for communication by them to such Noteholders, without the need for
publication in the in an English language newspaper described in clause (i) of
the preceding sentence.  If any Series of
Notes is listed on a stock exchange, 
notice specifying (a) an increase in the interest rate of any such Series of
Notes due to Conversion Step-Up Interest or (b) redemption of principal of
any Notes must be published in a daily newspaper of general circulation in the
jurisdiction in which such stock exchange is located 


 


73

















 


for so
long as any class of Notes is listed on such stock exchange.  Any such notice shall be deemed to have been
given on the first day on which any of such conditions shall have been met.


 


(f)            The Indenture Trustee shall be at
liberty to sanction some other method of giving notice to the Noteholders of
any Series if, in its opinion, such other method is reasonable, having
regard to the number and identity of the Noteholders of such Series and/or
to market practice then prevailing, is in the best interests of the Noteholders
of such Series and will comply with the rules of any stock exchange
on which any Series of Notes is listed as confirmed by the listing agent
for such stock exchange or such other stock exchange (if any) on which the
Notes of such Series are then listed, and any such notice shall be deemed
to have been given on such date as the Indenture Trustee may approve; provided that notice of such method is given to the
Noteholders of such Series in such manner as the Indenture Trustee shall
require.


 


Section 2.15           CUSIP, CINS AND ISIN Numbers.


 


WEST in issuing the Notes may use “CUSIP”, “CINS”, “ISIN”
or other identification numbers (if then generally in use), and if so, the
Indenture Trustee shall use CUSIP numbers, CINS numbers, ISIN numbers or other
identification numbers, as the case may be, in notices of redemption or
exchange as a convenience to Holders; provided that
any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption or exchange and that reliance may be placed only on
the other identification numbers printed on the Notes; provided
further, that failure to use “CUSIP”, “CINS”,
“ISIN” or other identification numbers in any notice of redemption or exchange
shall not affect the validity or sufficiency of such notice.


 


Section 2.16           Debt Treatment of Notes.


 


The parties hereto agree, and the holders of the Notes
by their purchase thereof shall be deemed to have agreed, to treat the Notes as
debt for U.S. federal income tax purposes.


 


ARTICLE III



ACCOUNTS; PRIORITY OF PAYMENTS


 


Section 3.01           Establishment of Accounts;
Investments.


 


(a)           Accounts.  The Administrative Agent, on behalf and at
the direction of WEST, established on or before the Initial Closing Date and
has maintained in the name of WEST all of the following accounts: (i) a
collections account (the “Collections Account”),
(ii) an engine acquisition account (the “Engine
Acquisition Account”), (iii) a Security Deposit Account  (the “Security Deposit Account”),
the name of which is being changed as provided in Section 3.01(g), (iv) an
expense account (the “Expense Account”),
(v) one account for each Series of Notes (each, a “Series Account”), (vi) a senior restricted cash
account (the “Senior Restricted Cash Account”),
(vii) a junior restricted cash account (the “Junior
Restricted Cash Account”), (viii) an engine reserve account
(the “Engine Reserve Account”) and (ix) an
engine replacement account (the “Engine Replacement Account”).
From time to time after the Initial Closing Date,


 


74
















 


including
on any Closing Date or any Funding Date, the Administrative Agent, on behalf
and at the direction of WEST, will establish such other Accounts as may be
authorized or required by this Indenture and the other Related Documents. Each
Account established or to be established hereunder or under any other Related
Document shall be (w) established and maintained (1) initially with
the initial Operating Bank, so long as the initial Operating Bank has either (A) a
long-term unsecured debt rating of not less than “A” (or the equivalent) by
each Rating Agency or (2) a short-term unsecured debt rating of not less
than “P-1” by Moody’s and, if rated by Fitch, of not less than “F1” by Fitch
and (2) thereafter, at an Eligible Institution, (x) an Eligible
Account, (y) under the “control” of the Security Trustee (as defined in
the UCC), including, inter alia, the
sole power to direct withdrawals or transfers from the Accounts, and, together
with all amounts from time to time on deposit therein or credited thereto, shall
be subject to a first priority perfected security interest in favor of the
Security Trustee, and (z) otherwise maintained in accordance with the
terms of the Security Trust Agreement, this Indenture and the other Related
Documents.


 


(b)           Eligible Accounts.  If, at any time, any Account ceases to be an
Eligible Account, the Administrative Agent or an agent thereof shall, within
ten (10) Business Days, establish a new account meeting the conditions set
forth in this Section 3.01 in respect of such Account and transfer any
cash or investments in the existing Account to such new account; and from the
date such new account is established, it shall have the same designation as the
existing Account.  If an Operating Bank
should change at any time (including, without limitation, any replacement of an
Operating Bank for failing to be an Eligible Institution), then the
Administrative Agent, acting on behalf of the Security Trustee, shall thereupon
promptly establish replacement accounts as necessary at the successor Operating
Bank and transfer the balance of funds in each Account then maintained at the
former Operating Bank pursuant to the terms of the Administrative Agency
Agreement to such successor Operating Bank.


 


(c)           Withdrawals and Transfers.  The Security Trustee shall have sole dominion
and control over the Accounts (including, inter alia, the
sole power to direct withdrawals or transfers from the Accounts), provided that prior to the delivery of a Notice of Sole
Control, the Administrative Agent shall be permitted to direct withdrawals and
transfers in accordance with the terms and conditions of the Related Documents.
The Administrative Agent shall make withdrawals and transfers from the Accounts
in accordance with the terms of the Related Documents based on the Monthly
Report.


 


(d)           Investments.  For so long as any Notes remain Outstanding,
the Indenture Trustee, at the written direction of the Administrative Agent,
shall, or shall direct the Operating Bank holding each Account in writing, to
invest and reinvest the funds on deposit in the Accounts in Permitted
Investments; provided that, if the Senior Cash
Collateral Account has been funded, the Senior Liquidity Provider shall have
the right to direct the investment and reinvestment of the funds on deposit in
the Senior Cash Collateral Account, until the occurrence of a Liquidity Event
of Default;  provided,
further, that if an Event of Default has
occurred and is continuing, the Indenture Trustee shall invest such amount in
Permitted Investments described in clause (d) of the definition
thereof from the time of receipt thereof until such time as such amounts are
required to be distributed pursuant to the terms of this Indenture.  In the absence of written direction delivered
to the Indenture Trustee from the Administrative Agent, the Indenture Trustee
shall invest any funds in Permitted Investments described in clause (d) of
the definition 


 


75

















 


thereof.  The Indenture Trustee shall make such
investments and reinvestments in accordance with the terms of the following
provisions:


 


(i)      the Permitted Investments shall have
maturities and other terms such that sufficient funds shall be available to
make required payments pursuant to this 
Indenture on the Business Day immediately preceding the first Payment
Date after which such investment is made, in the case of investments of funds
on deposit in the Collections Account; and


 


(ii)     if any funds to be invested are not
received in the Accounts by 1:00 p.m., New York City time, on any
Business Day, such funds shall, if possible, be invested in overnight Permitted
Investments.


 


(e)           Transfers.  On each Payment Date, prior to the
distributions pursuant to Section 3.14, the Administrative Agent shall
instruct each Operating Bank to transfer to the Collections Account the amount
of the Investment Earnings in the Account or Accounts with such Operating Bank
for the Collection Period ending on the related Determination Date (except as
may be otherwise required in the case of Segregated Funds).


 


(f)            New Account.  The Administrative Agent, on behalf and at
the direction of WEST, will establish on or before the Effective Date and
maintain in the name of WEST an account (the “Senior Cash
Collateral Account”), to be funded as provided in Section 3.20(f).


 


(g)           Change of Account Name.  Under the Original Indenture, the Security
Deposit Account was established by the Administrative Agent pursuant to Section 3.01(a) of
the Original Indenture. The name of the Security Deposit Account is hereby
changed, effective as of the Effective Date, to the “Security
Deposit/Lessee Funded Account,” to be funded and maintained as
provided in Section 3.07.


 


Section 3.02           Collections Account.


 


(a)           The Servicer will direct all Lessees
to remit directly to the Collections Account all Lease Payments owing, from
time to time, pursuant to the terms of each Lease.  Additional funds may be deposited into the
Collections Account from the Senior Restricted Cash Account, the Junior
Restricted Cash Account, the Engine Reserve Account, the Security
Deposit/Lessee-Funded Account or the Engine Replacement Account (or Qualified
Escrow Accounts held with Qualified Intermediaries), in each case
in accordance with Sections 3.04, 3.05, 3.06, 3.07 or 3.11,
respectively. WEST also may direct the Indenture Trustee to deposit in the
Collections Account the proceeds of any Collections Loan pursuant to Section 3.18.


 


(b)           Amounts received in the Collections
Account consisting of Maintenance Reserve Payments will be transferred, on each
Payment Date, directly into the Engine Reserve Account, as provided in the
Payment Date Schedule. Amounts received in the Collections Account consisting
of Security Deposits will be transferred, on each Payment Date, directly into
the Security Deposit/Lessee-Funded Account, as provided in the Payment Date
Schedule.  A portion of any Net Sale
Proceeds from a Permitted Engine Disposition received in the Collections
Account up to the Modified Net Sale Proceeds for such Engine Disposition may be
transferred to the Engine Replacement Account, to the extent that WEST elects
to reinvest all or 


 


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a
portion of such Modified Net Sale Proceeds in a Replacement Exchange in
accordance with Section 3.11 hereof. 
All of the transfers of funds described in this Section 3.02(b) will
be made prior to the distribution of the Available Collections Amount pursuant
to Section 3.14.


 


(c)           If 
WEST determines that it is necessary or appropriate for tax or
regulatory reasons for a Lessee of an Engine to make Lease Payments to an
Account owned by the Lessor of such Engine, the Administrative Agent shall
establish an account (a “Lessor Account”)
in the name of such Lessor in accordance with Section 3.01 and WEST shall
cause such Lessor (i) to direct such Lessee to make all Lease Payments to
such Account and (ii) to take such actions as shall be necessary to pledge
such Account to the Security Trustee pursuant to the Security Trust Agreement.
Thereafter, the Administrative Agent shall direct the Operating Bank  at which such Lessor Account is maintained to
transfer all funds deposited in such Lessor Account to the Collections Account
promptly and in any event not later than the next succeeding Determination Date
after such funds are deposited.


 


Section 3.03           Engine Acquisition Account.


 


(a)           In order to provide the funds
necessary to complete the acquisition of any Remaining Engines (other than the
Third Remaining Engine) during the Delivery Period beginning on a Closing Date,
the Indenture Trustee, at the written direction of the Administrative Agent,
will deposit into the Engine Acquisition Account, from the Net Proceeds of the
Term Series issued on such Closing Date, funds in an amount equal to the
sum of the Allocated Amounts for such Remaining Engines, as such Allocated
Amounts may be adjusted for capital improvements and/or casualties pursuant to
the related Supplement between the Closing Date and the applicable Delivery
Date.  Proceeds of borrowings under the
Warehouse Notes that are to be used to fund the acquisition of any Additional
Engines or the cost of any Discretionary Engine Modification shall be
transferred from the Collections Account and deposited in the Engine
Acquisition Account on the applicable Funding Date, for disbursement on such
Funding Date or during the Delivery Period beginning on such Funding Date, in
each case in accordance with clauses (c) and (d) of this Section 3.03.
Engine Reserve Excess Amounts that are to be used to fund the acquisition of
any Additional Engines or the cost of any Discretionary Engine Modification
shall be transferred from the Engine Reserve Account and deposited in the
Engine Acquisition Account on the applicable Payment Date pursuant to Section 3.06(c),
for disbursement on and after such Payment Date.  Any Reserve Proceeds transferred from the
Engine Replacement Account to the Engine Acquisition Account pursuant to Section 3.11(a) or
(d) shall be deemed to be Engine Reserve Excess Amounts for purposes of
this Section 3.03 and accounted for as such in the Engine Acquisition
Account.  To the extent that the
acquisition of any Remaining Engine or any such Additional Engine is to be
funded with additional equity contributions from the holders of the Beneficial
Interest Certificates, such equity contributions also shall be deposited in the
Engine Acquisition Account.  The
Indenture Trustee shall maintain records of the funds allocable to the
Remaining Engines to be acquired in each Delivery Period and the Net Proceeds
or Warehouse Loans allocable to any such Additional Engines or Discretionary
Engine Modifications.


 


(b)           WEST shall cause the Administrative
Agent to maintain a record of the amounts on deposit in the Engine Acquisition
Account that consist of Net Proceeds deposited in the Engine Acquisition
Account pursuant to Section 3.03(a), Warehouse Loans deposited in the 


 


77

















 


Engine
Acquisition Account pursuant to Section 3.18 and Engine Reserve Excess
Amounts deposited in the Engine Acquisition Account pursuant to Section 3.06(c) or
transferred as Reserve Proceeds from the Engine Replacement Account pursuant to
Section 3.11(a) or (d).  Net
Proceeds of Term Notes shall be applied only to the acquisition of Additional
Engines, including Remaining Engines, to be funded out of the proceeds of such
Term Notes.  Otherwise, on each Funding
Date, Delivery Date or other Business Day on which the Indenture Trustee
transfers funds out of the Engine Acquisition Account pursuant to Section 3.03(c) or
(d) other than Net Proceeds, the funds so transferred shall be deemed to
consist of Warehouse Loans until the amount thereof has been reduced to zero
and then Engine Reserve Excess Amounts until the Engine Reserve Excess Balance
has been reduced to zero.  Notwithstanding
the preceding sentence, on any Business Day, WEST may direct the Administrative
Agent to instruct the Indenture Trustee in writing to transfer funds from the
Engine Acquisition Account to the Engine Reserve Account in an aggregate amount
up to the Engine Reserve Excess Balance, which shall be reduced by the amount
of the funds so transferred.


 


(c)           On each Delivery Date on which WEST
or a WEST Subsidiary acquires a Remaining Engine or an Additional Engine (or an
Engine Interest with respect to a Remaining Engine or an Additional Engine),
the Indenture Trustee, at the written direction of the Administrative Agent
accompanied by a written statement of the Administrative Agent that (i) all
of the conditions for the withdrawal of funds from the Engine Acquisition
Account, as specified in Schedule 5 hereto, have been satisfied and (ii) all
of the conditions for payment of the Purchase Price for such Remaining Engine
or Additional Engine (or such an Engine Interest) specified in the applicable
Acquisition Agreement have been satisfied or waived by WEST, subject to the
approval of a Special Majority of the Controlling Trustees, will transfer funds
in the amount specified in such Acquisition Agreement from the Engine
Acquisition Account to the applicable Seller.


 


(d)           On each Funding Date or other
Business Day on which WEST is to pay the Purchase Price of a Discretionary
Engine Modification, in whole or in part, the Indenture Trustee, at the written
direction of the Administrative Agent accompanied by a written statement of the
Administrative Agent that (i) all of the conditions for the withdrawal of
funds from the Engine Acquisition Account, as specified in Schedule 6 hereto,
have been satisfied and (ii) all of the conditions for payment of all or
such portion of the Purchase Price of such Discretionary Engine Modification
specified in the applicable Modification Agreement have been satisfied, will
transfer funds in the amount specified in such Modification Agreement from the
Engine Acquisition Account to the applicable Supplier.


 


(e)           Upon the expiration or earlier
termination of any Delivery Period for any Remaining Engines or Additional
Engines, the Indenture Trustee shall direct the Operating Bank holding the
Engine Acquisition Account to allocate all amounts then remaining on deposit in
the Engine Acquisition Account in respect of such Remaining Engines or
Additional Engines, whether or not delivered during such Delivery Period among (i) the
holders of the Beneficial Interest Certificates that made equity contributions,
if any, in respect of such Remaining Engines and Additional Engines and (ii) the
Outstanding Series of Notes in respect of which proceeds were deposited in
the Engine Acquisition Account in respect of such Remaining Engines and
Additional Engines, in proportion to such equity contributions and deposits and
(x) to remit to the holders of the Beneficial Interest Certificates the
portion of such amounts allocable to them 


 


78

















 


and (y) to
transfer to a Redemption/Defeasance Account for each Series of Notes, the
portion of such amounts allocable to such Series of Notes, to be applied
to the redemption of each such Series of Notes as provided in Section 3.16(b) hereof.


 


Section 3.04           Senior Restricted Cash Account.


 


(a)           On the Initial Closing Date, WEST
deposited cash in the Senior Restricted Cash Account in an amount equal to the
Senior Restricted Cash Amount as of the Initial Closing Date, out of the Net
Proceeds of the Series 2005-A1 Term Notes received on the Initial Closing
Date and out of the Loans made under the Series 2005-A2 Warehouse Notes on
the Initial Closing Date.  On each
Funding Date after the Initial Closing Date and prior to the Effective Date,
WEST has deposited in the Senior Restricted Cash Account cash, in an amount
equal to four percent (4%) of the amount of Loans borrowed under Series A
Warehouse Notes on each such Funding Date out of the Net Proceeds of such
Loans.  On the Effective Date, the
Administrative Agent shall instruct the Indenture Trustee to transfer or apply
funds from the Senior Restricted Cash Account in an aggregate amount equal to
the excess of the Balance in the Senior Restricted Cash Account as of the
Determination Date preceding the Effective Date over the Senior Restricted Cash
Amount as of the Effective Date, allocated as follows: (i) to such Persons
in such amounts as are specified by the Administrative Agent in writing, for
payment of the Issuance Expenses of Additional Notes issued on the Effective
Date and expenses incurred in connection with the amendment and restatement of
the Original Indenture, and (ii) the balance, as specified by the
Administrative Agent in writing, to the Series Account for the Series 2005-A2
Notes, for application in the Warehouse Note Redemption pursuant to Section 3.16(d).
After the Effective Date, amounts shall be deposited in and withdrawn from the
Senior Restricted Cash Account as provided in this Section 3.04.


 


(b)           On each Payment Date after the
Effective Date on which the Available Collections Amount is to be distributed
pursuant to Section 3.14(a) or (b), if the Balance in the Senior
Restricted Cash Account is less than the Senior Restricted Cash Amount as of
such Payment Date, the Administrative Agent shall direct the Indenture Trustee
in writing to, and the Indenture Trustee shall, pursuant to and in accordance
with the Payment Date Schedule delivered pursuant to Section 3.13(e) hereof,
deposit funds into the Senior Restricted Cash Account in order to restore the
Balance therein to the Senior Restricted Cash Amount as of such Payment Date,
to the extent of the Available Collections Amount as provided in Section 3.14.


 


(c)           On each Payment Date on which there
exists a Series 2005-A1 Shortfall, the Indenture Trustee shall, in
accordance with the Payment Date Schedule delivered pursuant to Section 3.13(e) hereof,
withdraw from the Senior Restricted Cash Account and deposit in the Series Account
for the Series 2005-A1 Term Notes and the Hedge Payment Account,
respectively, (x) the Stated Interest Shortfall for the Series 2005-A1
Term Notes and (y) the Series 2005-A1 Portion of the Hedge Payment
Shortfalls for all Hedge Counterparties, provided that
if the Balance in the Senior Restricted Cash Account on a Determination Date is
less than the sum of the amounts described in clauses (x) and (y) for
the related Payment Date, then the Balance in the Senior Restricted Cash
Account will be allocated between Series Account for the Series 2005-A1
Term Notes and the Hedge Payment Account in proportion to the Stated Interest
Shortfall for the Series 2005-A1 Term Notes and the Series 2005-A1
Portion of the Hedge Payment Shortfalls.


 


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(d)           On each Payment Date on which the
Available Collections Amount is to be distributed pursuant to Section 3.14(a) or
(b), before making any distributions pursuant to Section 3.14, the
Indenture Trustee, in accordance with the Payment Date Schedule delivered
pursuant to Section 3.13(e) hereof, shall deposit in the Collections
Account the excess, if any, of (A) the Balance in the Senior Restricted
Cash Account (after giving effect to any withdrawals therefrom to be made on
such Payment Date pursuant to Section 3.04(c)) over (B) the Senior
Restricted Cash Amount (determined after giving effect to any payments of
principal on the Series 2005-A1 Term Notes to be made on such Payment
Date).


 


(e)           If a Collateral Liquidation Notice
shall have been delivered to the Indenture Trustee, or on the Final Maturity
Date for the Series 2005-A1 Term Notes, the Balance in the Senior
Restricted Cash Account (after giving effect to any withdrawals therefrom on
such date pursuant to Section 3.04(c)) shall be deposited into the Series Account
for the Series 2005-A1 Term Notes and applied in repayment of the Outstanding
Principal Balance of the Series 2005-A1 Term Notes.


 


(f)            The amount of the Senior Restricted
Cash Amount may be decreased by the Controlling Trustees from time to time
subject to obtaining a Rating Agency Confirmation.


 


Section 3.05           Junior Restricted Cash Account.


 


(a)           On the Initial Closing Date, WEST
deposited cash in the Junior Restricted Cash Account in an amount equal to the
Junior Restricted Cash Amount as of the Initial Closing Date, out of the Net
Proceeds of the Series 2005-B1 Term Notes received on the Initial Closing
Date and out of the Loans made under the Series 2005-B2 Warehouse Notes on
the Initial Closing Date.  On each
Funding Date after the Initial Closing Date and prior to the Effective Date,
WEST has deposited in the Junior Restricted Cash Account cash, in an amount
equal to three percent (3%) of the amount of Loans borrowed under Series A
Warehouse Notes on each such Funding Date out of the Net Proceeds of such
Loans. Amounts shall continue to be deposited in and withdrawn from the Junior
Restricted Cash Account as provided in this Section 3.05.


 


(b)           On each Payment Date after the
Effective Date on which the Available Collections Amount is to be distributed
pursuant to Section 3.14(a) or (b), if the Balance in the Junior
Restricted Cash Account is less than the Junior Restricted Cash Amount as of
such Payment Date, the Indenture Trustee shall, in accordance with the Payment
Date Schedule delivered pursuant to Section 3.13(e) hereof, deposit
funds into the Junior Restricted Cash Account in order to restore the Balance
therein to the Junior Restricted Cash Amount as of such Payment Date, to the
extent of the Available Collections Amount as provided in Section 3.14.


 


(c)           On each Payment Date on which there
exists a Junior Shortfall, the Indenture Trustee shall, in accordance with the
Payment Date Schedule delivered pursuant to Section 3.13(e) hereof,
withdraw from the Junior Restricted Cash Account and deposit in the Series Accounts
for the Series B Notes the Base Interest Shortfall for each Series of
Series B Notes, provided that
if the Balance in the Junior Restricted Cash Account on a Determination Date is
less than the Junior Shortfall for the related Payment Date, then the Balance
in the Junior 


 


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Restricted
Cash Account will be allocated among the Series Accounts for the Series B
Notes in proportion to the Base Interest Shortfalls for the Series B
Notes.


 


(d)           On each Payment Date on which the
Available Collections Amount is to be distributed pursuant to Section 3.14(a) or
(b), before making any distributions pursuant to Section 3.14, the
Indenture Trustee, in accordance with the Payment Date Schedule delivered
pursuant to Section 3.13(e) hereof, shall deposit in the Collections
Account the excess, if any, of (A) the Balance in the Junior Restricted
Cash Account (after giving effect to any withdrawals therefrom to be made on
such Payment Date pursuant to Section 3.05(c)) over (B) the Junior
Restricted Cash Amount (determined after giving effect to any payments of
principal on the Series B Notes to be made on such Payment Date).


 


(e)           If a Collateral Liquidation Notice
shall have been delivered to the Indenture Trustee, or on the last Final
Maturity Date for the Series B Notes, the Balance in the Junior Restricted
Cash Account (after giving effect to any withdrawals therefrom on such date
pursuant to Section 3.05(c)) shall be deposited into the Series Accounts
for the Series B Notes in proportion to their Outstanding Principal
Balances and applied in repayment of such Outstanding Principal Balances.


 


(f)            The amount of the Junior Restricted
Cash Amount may be decreased by the Controlling Trustees from time to time
subject to obtaining a Rating Agency Confirmation and the consent of the Control
Party for each Series of Series B Notes.


 


Section 3.06           Engine Reserve Account.


 


(a)           The Administrative Agent may direct
the Indenture Trustee in writing on each Payment Date and from time to time
between Payment Dates to withdraw funds from the Engine Reserve Account for any
or all of the following purposes:  (i) to
make reimbursements to a Lessee for maintenance costs to the extent required or
permitted under the terms of the relevant Lease with such Lessee, (ii) to
make reimbursements to a Lessee for costs of compliance with regulatory
requirements and/or payments relating to the condition of an Engine upon the
expiration of a Lease, in each case to the extent required under the terms of
the relevant Lease with such Lessee, and (iii) subject to the receipt of
the Trustee Resolutions required by Section 5.03(c) hereof, to pay
for the cost of performing Mandatory Engine Modifications to the extent
permitted by Section 5.03(c) hereof.


 


(b)           If an Engine Reserve Deposit is to be
deposited on any Payment Date in accordance with Section 3.14 hereof, the
Indenture Trustee shall deposit such Engine Reserve Deposit in the Engine
Reserve Account.


 


(c)           On or promptly after the Effective
Date, the Administrative Agent shall direct the Indenture Trustee in writing to
transfer the Engine Reserve Excess Amount as of the Effective Date from the
Engine Reserve Account to the Engine Acquisition Account.  If there is an Engine Reserve Excess Amount
in the Engine Reserve Account as of any Payment Date, the Administrative Agent
shall direct the Indenture Trustee in writing to transfer such Engine Reserve
Excess Amount from the Engine Reserve Account to the Engine Acquisition
Account, subject to the Available Collections Amount for such Payment Date
being in an amount 


 


81

















 


sufficient
to pay the Scheduled Principal Payment Amounts for the Series A Notes in
full on such Payment Date. If the condition described in the preceding sentence
is not satisfied on any Payment Date on which there is an Engine Reserve Excess
Amount, such Engine Reserve Excess Amount shall be retained in the Engine
Reserve Account and may be included in an Engine Reserve Excess Amount on the
next succeeding Payment Date and be transferred to the Engine Acquisition
Account, subject to such condition being satisfied on such succeeding Payment
Date.


 


(d)           If an Event of Default shall have
occurred and a Collateral Liquidation Notice shall have been delivered to the
Indenture Trustee, the Control Parties representing a majority of the
Outstanding Principal Balance of the Senior Series may direct the
Indenture Trustee to transfer to the Collections Account the Balance in the
Engine Reserve Account.


 


Section 3.07           Security Deposit/Lessee-Funded
Account.


 


(a)           On each Closing Date and on each
Delivery Date for a Remaining Engine or an Additional Engine, WEST shall
deposit (or cause to be deposited) into the Security Deposit/Lessee-Funded
Account all Security Deposits, if any, held by Willis or any other Person
pursuant to the terms of the Asset Transfer Agreement or the applicable
Acquisition Agreement or held by WEST Funding or any Engine Trust with respect
to the Engines delivered on such Closing Date or Delivery Date, directly or
indirectly by the transfer of WEST Funding or any other Engine Subsidiary or
any Engine Trust.  On each Payment Date,
prior to the distribution of amounts on deposit in the Collections Account
pursuant to Section 3.14 hereof, and from time to time between Payment
Dates, the Administrative Agent, subject to clauses (c) and (d) of
this Section 3.07, shall direct the Operating Bank to transfer from the
Collections Account to the Security Deposit/Lessee-Funded Account the amount of
any Security Deposits then on deposit in the Collections Account.


 


(b)           The Indenture Trustee will maintain a
Lease Sub-Account allocating the Balance in the Security Deposit/Lessee-Funded
Account to each Lease in respect of which Security Deposits were transferred or
received, provided that, if any Security Deposits
are required, pursuant to the terms of the applicable Leases, to be maintained
as Segregated Funds, the Lease Sub-Accounts for such Leases shall identify the
Security Deposits as Segregated Funds allocable to each such Lease and, if
applicable, the amount of the Investment Earnings on such Security Deposits.


 


(c)           The Administrative Agent may direct
the Indenture Trustee in writing to withdraw funds allocable to any Lease
Sub-Account in the Security Deposit/Lessee-Funded Account and (i) transfer
such funds to the Collections Account in satisfaction of the obligations of the
Lessee under such Lease, but only to the extent of the Security Deposit
allocable to such Lease or (ii) remit such funds to the applicable Lessee
as may be required or permitted under the terms of the relevant Lease.


 


(d)           If a Lessee does not have any right
to receive a refund or reimbursement of its Security Deposit, or a Lessee
relinquishes its right to receive a refund or reimbursement of its Security
Deposit upon the expiration or earlier termination of a Lease (including a
termination as the result of the occurrence of an event of default under such
Lease), the Administrative Agent 


 


82

















 


shall
direct the Indenture Trustee, in writing, to transfer such Security Deposit to
the Collections Account upon such expiration or earlier termination.


 


(e)           On
each Payment Date, prior to the distribution of amounts on deposit in the
Collections Account pursuant to Section 3.14 hereof, and from time to time
between Payment Dates, the Administrative Agent, subject to this clauses (e) and
clause (f) of this Section 3.07, shall direct the Operating Bank to
transfer from the Collections Account to the Security Deposit/Lessee-Funded
Account the amount of any Maintenance Reserve Payments that are to be treated
as Segregated Funds under the applicable Lease and that are then on deposit in
the Collections Account.  WEST shall
cause the Administrative Agent to maintain a Lease Sub-Account allocating the
Balance in the Security Deposit/Lessee-Funded Account to each such Lease in
respect of which such Maintenance Reserve Payments were deposited therein and,
if applicable, the amount of the Investment Earnings allocable such Segregated
Funds in each Lease Sub-Account.  The
Administrative Agent shall not make any withdrawal from, or transfer from or
to, the Segregated Funds allocable to any Lease Sub-Account that is contrary to
the requirements of the applicable Lease as to such Segregated Funds or the
requirements of the Security Trust Agreement (including the agreement of the
Security Trustee that it designate on its account records that it holds its
interest in the funds allocated to each Lease Sub-Account for the benefit of
the respective Lessee in respect of whom such Segregated Funds are held).


 


(f)            Any Segregated Funds
relating to an expired Lease that remain in the 
Security Deposit/Lessee-Funded Account after expiration or termination
of such Lease and that are not due and owing to the relevant Lessee under such
expired or terminated Lease shall, if so required under the terms of a
subsequent Lease, if any, relating to such Engine, be credited by the
Administrative Agent to a Lease Sub-Account for the benefit of the next Lessee
of the relevant Engine to the extent required under the terms of such
subsequent Lease and, to the extent not so required, the Administrative
Agent shall direct the Indenture Trustee, in writing, to transfer such
Segregated Funds to the Engine Reserve Account upon such expiration or earlier
termination.  If
any Segregated Funds relating to a Lease of an Engine that is the subject of an
Engine Disposition remain in the Security Deposit/Lessee-Funded Account after
such Engine Disposition and are not refundable to the applicable Lessee, the
Administrative Agent shall direct the Indenture Trustee, in writing, to
transfer such Segregated Funds to the Engine Reserve Account after such Engine
Disposition.


 


Section 3.08           Expense Account.


 


(a)           On each Closing Date and Funding
Date, the Administrative Agent shall direct the Operating Bank in writing to (i) pay
to such Persons as shall be specified by the Administrative Agent such Issuance
Expenses as shall be due and payable in connection with the issuance and sale
of the Initial Notes on the Initial Closing Date and the Additional Notes on
any other Closing Date and in connection with the borrowings on any such
Funding Date, and (ii) transfer to the Expense Account the Required
Expense Deposit, in each case out of the Net Proceeds of the Notes issued on
such Closing Date or the Loans made on such Closing Date or Funding Date or a
combination of both.


 


(b)           On each Payment Date, the
Administrative Agent will, in accordance with the priority of payments set
forth in Section 3.14 hereof, direct the Indenture Trustee, in writing, 


 


83

















 


to pay
any Operating Expenses that are due and payable on such Payment Date and to
transfer to the Expense Account funds in an amount equal to the Required
Expense Deposit.


 


(c)           On any Business Day between Payment
Dates, the Administrative Agent may direct the Indenture Trustee, in writing,
to withdraw funds from the Expense Account in order to pay any Operating
Expenses then due and payable.


 


(d)           On the last Final Maturity Date for
all Series of Notes, after payment of all Operating Expenses due on such
Final Maturity Date, the Administrative Agent shall direct the Indenture
Trustee to, and the Indenture Trustee shall, transfer the Balance in the
Expense Account to the Collections Account for distribution in accordance with
the priority of payments set forth in Section 3.14 hereof.


 


Section 3.09           Series Accounts.


 


(a)           Upon the issuance of Notes of any Series for
which a Series Account was not previously established, the Administrative
Agent shall cause to be established and maintained a Series Account for
such Series of Notes.


 


(b)           On each Payment Date, amounts will be
deposited into each Series Account in accordance with Sections 3.14 and
3.20 hereof.


 


(c)           All amounts transferred to a Series Account
for any Series of Notes in accordance with Sections 3.14 and 3.20 hereof
shall be applied to the payment of such Series of Notes in accordance with
the terms of this Indenture and the related Supplement.


 


Section 3.10           Redemption/Defeasance Account.


 


(a)           Upon the sending of a Redemption
Notice in respect of any Series of Notes or an election by WEST to effect
a legal defeasance or covenant defeasance of any Series of Notes pursuant
to Article XII hereof, the Indenture Trustee will establish a Redemption/Defeasance
Account to retain the proceeds to be used in order to redeem or defease such
Series.


 


(b)           Amounts shall be deposited into any
Redemption/Defeasance Account in accordance with Sections 3.16, 3.17 and Article XII
hereof.


 


(c)           On each Redemption Date, the
Administrative Agent, on behalf of the Indenture Trustee, shall transfer a
portion of the proceeds of any Redemption of any Series of Notes equal to
the Redemption Price of such Series of Notes from the
Redemption/Defeasance Account established in respect of such Redemption to the Series Account
for such Series of Notes, in each case in accordance with Sections 3.16
and 3.17 hereof and transfer the balance of such proceeds to the Expense
Account.


 


(d)           On each Payment Date, in respect of
any Series of Notes that is the subject of a legal defeasance or covenant
defeasance, the Administrative Agent, on behalf of the Indenture Trustee, shall
transfer from the Redemption/Defeasance Account to the Holders of 


 


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such
Notes the payments of principal and interest due on such Notes in accordance
with the terms of such defeasance.


 


Section 3.11           Engine Replacement Account.


 


(a)           WEST may elect, by notice to the
Indenture Trustee in writing, not later than the last Business Day preceding
the later of the date of any Permitted Engine Disposition and the date on which
the Net Sale Proceeds of such Permitted Engine Disposition are received, to
deposit all or a portion of the Modified Net Sale Proceeds realized from such
Permitted Engine Disposition, whether or not initially deposited in the
Collections Account, in (x) the Engine Replacement Account or (y) a
Qualified Escrow Account maintained by a Qualified Intermediary, provided that such written direction shall be accompanied by
a Trustee Resolution that such election has been made and that the requirements
of Sections 5.03(a) in respect of such Permitted Engine Disposition have
been satisfied. The Indenture Trustee shall retain in the Collections Account
all or any portion of the Modified Net Sale Proceeds realized from any
Permitted Engine Disposition as to which the direction described in the
preceding sentence is not received by the end of the last Business Day
preceding the later of the date of any Engine Disposition and the date on which
such Modified Net Sale Proceeds are received and shall transfer the Modified
Net Sale Proceeds so retained only upon the receipt of written direction of the
Administrative Agent as to the portion thereof, if any, in excess of Reserve
Proceeds from the Engine Disposition that generated such Modified Net Sale
Proceeds.  Upon receipt of such written
direction from the Administrative Agent, the Indenture Trustee shall transfer
the Reserve Proceeds to the Engine Acquisition Account and shall transfer to
the Collections Account the portion of the funds so retained in excess of the
Reserve Proceeds, for distribution on the Payment Date following the next
Determination Date.


 


(b)           WEST may elect to apply the Modified
Net Sale Proceeds from a Permitted Engine Disposition deposited in the Engine
Replacement Account or a Qualified Escrow Account pursuant to Section 3.11(a) in
a Permitted Engine Acquisition or to fund the Purchase Price of a Qualified
Engine Modification at any time during the Replacement Period beginning on the
date of such Permitted Engine Disposition.


 


(c)           On each Delivery Date or Funding Date
during the Replacement Period in respect of a Permitted Engine Disposition and
on which WEST acquires an Additional Engine (or an Engine Interest with respect
to an Additional Engine) from a Seller in a Permitted Engine Acquisition or
disburses all or a portion of the Purchase Price of a Qualified Engine
Modification to a Supplier, the Indenture Trustee, at the written direction of
the Administrative Agent accompanied by a written statement of the
Administrative Agent that (A) all of the conditions for release of the
funds in the Engine Replacement Account or the Qualified Escrow Account, if
applicable, as specified in Schedule 5 hereto, have been satisfied or waived by
WEST, subject to the approval of a Special Majority of the Controlling
Trustees, in the case of a Permitted Engine Acquisition, and (B) all of
the conditions for payment of the Purchase Price for such Additional Engine
specified in the applicable Acquisition Agreement or for such Qualified Engine
Modifications in the applicable Modification Agreement have been satisfied,
shall (x) transfer funds in an amount equal to the Purchase Price for such
Additional Engine or Qualified Engine Modifications from the Engine Replacement
Account to the applicable Seller or Supplier or (y) 


 


85

















 


direct
the Qualified Intermediary to acquire such Additional Engine and transfer such
Additional Engine to the applicable WEST Subsidiary.


 


(d)           The Qualified Intermediary shall
transfer any Modified Net Sale Proceeds from an Engine Disposition remaining in
a Qualified Escrow Account to the Collections Account at the end of the
applicable Replacement Period, and the Indenture Trustee, without further
direction from the Servicer or the Administrative Agent, shall transfer any
Modified Net Sale Proceeds from an Engine Disposition remaining in the Engine
Replacement Account at the end of the Replacement Period applicable to such
Engine Disposition to the Collections Account on the next Business Day after
the end of such Replacement Period. The Indenture Trustee, upon receipt of the
written direction of the Administrative Agent, shall transfer to the Engine
Acquisition Account the lesser of (i) the amount of such Modified Net Sale
Proceeds and (ii) the Reserve Proceeds, in each case from the Engine
Disposition that generated such Modified Net Sale Proceeds. All Modified Net
Sale Proceeds so transferred to the Collections Account may not be withdrawn
therefrom, except for distribution in accordance with Section 3.14.


 


Section 3.12           Hedge Payment Account.


 


(a)           The Administrative Agent, on behalf
and at the direction of WEST, shall establish on or before the Effective Date
and maintain in the name of WEST a Hedge Payment account (the “Hedge Payment Account”). The amount of any Shortfall Advance
or Shortfall Drawing made in respect of a Hedge Payment Shortfall shall be
deposited in the Hedge Payment Account, and the Indenture Trustee shall
disburse funds out of the Hedge Payment Account in accordance with the written
instructions of the Administrative Agent.


 


(b)           On the last Final Maturity Date for
all Series of Notes, the Indenture Trustee shall transfer the Balance in
the Hedge Payment Account to the Collections Account for distribution in
accordance with the priority of payments set forth in Section 3.14 hereof.


 


(c)           If an Event of Default shall have
occurred and a Default Notice shall have been delivered to the Indenture
Trustee or an Acceleration Default shall have occurred, then the Controlling
Party for the Senior Series may direct the Indenture Trustee, in writing,
to transfer to the Collections Account all or any portion of the Balance in the
Hedge Payment Account.


 


Section 3.13           Calculations.


 


                (a)           As soon as reasonably practicable
after each Determination Date, but in no event later than 12:00 noon
(New York City time) on the third Business Day prior to the immediately
succeeding Payment Date, WEST shall cause the Administrative Agent, based on
information known to it or Relevant Information provided to it, determine the
amount of Collections received during the Collection Period ending on such
Determination Date (including the amount of any Investment Earnings on the
Balances in the Collections Account, if any, as of such Determination Date) and
shall calculate the following amounts:


 


(i)      (A) the Balances in the Collections
Account, the Expense Account, the Engine Reserve Account, the Senior Restricted
Cash Account, the Senior Cash Collateral Account, the Junior Restricted Cash
Account, the Security Deposit/Lessee-Funded Account, the Engine Acquisition
Account, the Engine Replacement Account, the 


 


86

















 


Series Account(s) and
the Hedge Payment Account on such Determination Date, and (B) the amount
of Investment Earnings (net of losses and investment expenses), if any, on
investments of funds on deposit therein during such Collection Period;


 


(ii)     (A) the Required Expense Amount for
such Payment Date and (B) the excess, if any, of the Required Expense
Reserve for such Payment Date over the Balance in the Expense Account after
payment of all Operating Expenses on such Payment Date (the “Required Expense Deposit”);


 


(iii)    the Available Collections Amount for such
Payment Date, net of the amounts described in Section 4.02(c)(i) if
an Event of Default has occurred and is continuing on such Payment Date;


 


(iv)    the Senior Borrowing Base and the Junior
Borrowing Base as of such Payment Date;


 


(v)     the amount of the Maintenance Reserve
Payments in the Collections Account to be transferred to the Engine Reserve
Account and, taking into account such transfer, the Engine Reserve Excess
Amount, if any, as of such Payment Date;


 


(vi)    the Senior Liquidity Facility Maximum
Commitment, the Senior Liquidity Facility Available Amount and the Senior
Liquidity Facility Required Amount;


 


(vii)   all other amounts required to be reported in
the Monthly Report and not included on the Payment Date Schedule to be provided
pursuant to Section 3.13(e); and


 


(viii)  any other information, determinations and
calculations reasonably required in order to give effect to the terms of this
Indenture and the Related Documents, including the preparation of the Monthly Report
and Annual Report.


 


provided that, if the
Administrative Agent has not received all of the Relevant Information for such
Payment Date, the Administrative Agent shall make reasonable assumptions for
purposes of the calculations contemplated by this Section 3.13.


 


(b)           Calculation of Interest Amounts.  Not later than 12:00 noon (New York City
time) on the third Business Day prior to each Payment Date, WEST shall cause
the Administrative Agent to make the following calculations or determinations
with respect to interest amounts due on such Payment Date:


 


(i)      the Stated Interest Amount for each Series of
Series A Notes;


 


(ii)     the Base Interest Amount for each Series of
Series B Notes;


 


(iii)    the Supplemental Interest Amount, if any,
for each Series of Series B Notes;


 


(iv)    the Additional Interest Amount, if any, for
each Series of Notes;


 


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(v)              the Conversion
Step-Up Interest Amount, if any, for each Series of Notes; and


 


(vi)           the Commitment Fee
Amount, if any, for each Series of Warehouse Notes.


 


(c)                                  Calculation of Principal Payments
and Distributions to WEST.  Not later
than 12:00 noon (New York City time) on the third Business Day prior to
each Payment Date, WEST shall cause the Administrative Agent to calculate or
determine the following with respect to principal payments due on such Payment
Date and the amounts distributable to WEST on such Payment Date:


 


(i)                  the Outstanding
Principal Balance of each Series of Notes on such Payment Date immediately
prior to any principal payment on such date;


 


(ii)               the amount, if any,
of any Senior Borrowing Base Deficiency, Junior Borrowing Base Deficiency or
Maximum Borrowing Base Deficiency as of such Payment Date;


 


(iii)            the amounts of the
principal payments, if any, to be made in respect of each Series of Notes
on such Payment Date, including:


 


(A)                                          the Minimum Principal Payment
Amounts for the Series A Notes for such Payment Date and the amounts of
any unpaid Minimum Principal Payment Amounts for the Series A Notes for
prior Payment Dates;


 


(B)                                            the Scheduled Principal Payment
Amounts for the Series A Notes and the amounts of any unpaid Scheduled
Principal Payment Amounts for the Series A Notes for prior Payment Dates;


 


(C)                                            the Scheduled Principal Payment
Amounts for the Series B Notes and the amounts of any unpaid Scheduled
Principal Payment Amounts for the Series B Notes for prior Payment Dates;


 


(D)                                           the Series A Supplemental
Principal Payment Amount, if any;


 


(E)                                             the Series B Supplemental
Principal Payment Amount, if any;


 


(F)                                             if the Available Collections Amount
is not sufficient to make payments in full of the foregoing principal payments,
the principal payments to be made on each Series of Notes in accordance
with the Series Allocation Rules and the Supplemental Payment
Allocation Rules; and


 


(iv)                              the
amounts, if any, distributable to WEST on such Payment Date.


 


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(d)                                  Calculation of Payment Date
Shortfalls.  Not later than 12:00 noon (New York
City time) on the third Business Day prior to each Payment Date, WEST shall
cause the Administrative Agent to perform the calculations necessary to
determine the following:


 


(i)                  the amount, if
any, by which the aggregate of the Stated Interest Amounts due in respect of
the Series A Notes and Periodic Hedge Payments due to Hedge Counterparties
on such Payment Date exceeds the Available Collections Amount for such Payment
Date remaining after payment in full of all amounts senior thereto in Section 3.14,
allocated pro rata between (x) such Stated
Interest Amounts (the amount allocated pro rata to
each Series of Series A Notes, a “Stated Interest Shortfall”
in respect of such Series) and (y) such Periodic Hedge Payments (as to
each Hedge Counterparty, a “Hedge Payment Shortfall,”
and, together with all Stated Interest Shortfalls, a “Senior
Shortfall”);


 


(ii)               if there are one or
more Hedge Payment Shortfalls, the Series 2005-A1 Portion of such Hedge
Payment Shortfalls, and the sum (the “Series 2005-A1
Shortfall”) of (A) the Stated Interest Shortfall for the Series 2005-A1
Term Notes and (B) the Series 2005-A1 Portion of the Hedge Payment
Shortfalls on such Payment Date;


 


(iii)            the sum (the “Net Senior Shortfall”) of (A) the Stated Interest
Shortfalls for all Series A Notes other than the Series 2005-A1 Term
Notes and (B) the excess of the Hedge Payment Shortfalls over the Series 2005-A1
Portion of the Hedge Payment Shortfalls;


 


(iv)           the amount, if any, by
which the aggregate of the Base Interest Amounts due in respect of the Series B
Notes exceeds the Available Collections Amount for such Payment Date remaining
after payment in full of all amounts senior thereto in Section 3.14 (the
portion of such remainder allocated pro rata to each Series of Series B
Notes, a “Base Interest Shortfall,” and the
aggregate of all Base Interest Shortfalls, a “Junior
Shortfall”);


 


(v)              the amount, if any,
of the Minimum Principal Payment Amount payable on each Series of the Series A
Notes that is not paid on such Payment Date out of the Available Collections
Amount for such Payment Date;


 


(vi)           the amount, if any, of
the Scheduled Principal Payment Amount payable on each Series of the Series A
Notes that is not paid on such Payment Date out of the Available Collections
Amount for such Payment Date;


 


(vii)        the amount, if any, of the
Scheduled Principal Payment Amount payable on each Series of the Series B
Notes that is not paid on such Payment Date out of the Available Collections
Amount for such Payment Date; and


 


(viii)     if such Payment Date is the
Final Maturity Date for any Series of Notes, the amount, if any, by which
the Outstanding Principal Balance of such Series of Notes exceeds the Available
Collections Amount after payment in full of amounts senior thereto in Section 3.14.


 


89

















 


(e)                                  Payment Date Schedule. Not later than 1:00 p.m.,
New York City time, three Business Days prior to each Payment Date, WEST
will cause the Administrative Agent, to prepare and deliver to the Indenture
Trustee the payment date schedule (the “Payment Date Schedule”)
setting forth (i) the payments, transfers, deposits and distributions to
be made pursuant to Section 3.14(a), (b) or (c), as applicable,
setting forth separately, in the case of payments in respect of each Series of
Notes, the amount to be applied on such Payment Date to pay all interest,
principal and premium, if any, on such Series of Notes, all in
accordance with Section 3.14 and (ii), if applicable, the application of
any Shortfall Drawings or Shortfall Advances pursuant to Section 3.20(b).  On each Payment Date, the Indenture Trustee,
based on the Payment Date Schedule provided by the Administrative Agent for
such Payment Date, (i) will make payments, transfers, deposits and
distributions in an aggregate amount equal to the Available Collections Amount
in accordance with the order of priority set forth in Section 3.14(a), (b) or
(c), as applicable, and (ii) will apply the Shortfall Advance or Shortfall
Drawing in accordance with Section 3.20(b).  If the Indenture Trustee shall not have
received such Payment Date Schedule by the last Business Day preceding any
Payment Date, such Payment Date shall be deferred until the next Business Day
after such Payment Date Schedule is received by the Indenture Trustee.


 


(f)                                    Relevant Information. 
WEST shall cause each Service Provider having Relevant Information in
its possession to make such Relevant Information available to the
Administrative Agent not later than 1:00 p.m., New York City time,
five (5) Business Days prior to each Payment Date.


 


(g)                                 Floating Rate Notes. 
On the Reference Date for each Interest Accrual Period, the Indenture
Trustee (i) shall determine LIBOR for the relevant Specified Period for
each Series of Floating Rate Notes for the Interest Accrual Period
beginning on the related Payment Date, (ii) shall determine the Stated
Rate, Base Rate and Supplemental Rate, as applicable, on each such Series of
Floating Rate Notes (in each case, as defined in the related Supplement for
such Series), and (iii) provide such information to the Administrative
Agent, WEST and each Noteholder (and, if a Series of Notes is listed on
any stock exchange, to the relevant listing agent and paying agent) with the
Monthly Report delivered pursuant to Section 2.14(a), provided
that, if required by the related Supplement for any such Series of
Floating Rate Notes, the Indenture Trustee shall deliver such information to
the Holders of such Series of Floating Rate Notes on the Reference Date in
the manner prescribed by such related Supplement.


 


Section 3.14                                Payment
Date Distributions from the Collections Account.


 


(a)                                  Regular Distributions. 
On each Payment Date, so long as no Event of Default or Early
Amortization Event has occurred and is continuing, after the withdrawals and
transfers provided for in Section 3.02 have been made, the Available
Collections Amount will be applied in the following order of priority, in each
case in accordance with the Payment Date Schedule and only to the extent that
all amounts then required to be paid (or otherwise applied, as applicable)
ranking prior thereto (“Prior Ranking Amounts”)
have been paid in full:


 


(1)                                  to the Service Providers, payees of
any Operating Expenses (other than the Senior Liquidity Provider) payable on
such Payment Date, the Senior Liquidity Provider, and the Expense Account, the 


 


90

















 


following
amounts, respectively, pro rata: (i) the
Service Provider Fees, (ii) the amount of Operating Expenses (other than
the Liquidity Expenses), (iii) the Liquidity Expenses and the Liquidity
Fee, and (iv) the Required Expense Deposit;


 


(2)                                  to the Series Accounts for the Series A
Notes and Hedge Counterparties, as applicable, the following amounts, pro rata: (i) the Stated Interest Amounts on the Series A
Notes and the Commitment Fee Amounts, if any, for the Series A Notes that
are Warehouse Notes, and (ii) any Periodic Hedge Payments, respectively;


 


(3)                                  to the Senior Liquidity Provider and
the Senior Restricted Cash Account, respectively, pro rata,
(i) an amount to pay or reimburse the Senior Liquidity Provider in full
for all Liquidity Obligations other than the Liquidity Fee and Liquidity Expenses
paid pursuant to clause (1) above (applied first to the payment of
accrued interest on any outstanding drawings and second, to payment of
the principal amount of such drawings) or, if the proceeds of a Provider
Advance have been deposited in the Senior Cash Collateral Account, first,
to pay to the Senior Liquidity Provider interest on the Outstanding amount of
all Applied Provider Advances as provided in the Senior Liquidity Facility, second,
to the Senior Cash Collateral Account, such amount so that the amount on
deposit in the Senior Cash Collateral Account is equal to the Senior Liquidity
Facility Required Amount, and third, to pay all other Liquidity
Obligations owing to the Senior Liquidity Provider, and (ii) an amount to
replenish the Senior Restricted Cash Account up to the Senior Restricted Cash
Amount;


 


(4)                                  to the Series Accounts for the Series B
Notes, pro rata, the Base Interest Amounts on
the Series B Notes and the Commitment Fee Amounts, if any, for the Series B
Notes that are Warehouse Notes;


 


(5)                                  to the Junior Restricted Cash
Account, an amount to replenish the Junior Restricted Cash Account up to the
Junior Restricted Cash Amount;


 


(6)                                  to the Series Accounts for the Series A
Notes, the Minimum Principal Payment Amounts, allocated among the Series A
Notes in accordance with the Series Allocation Rules;


 


(7)                                  to the Engine Reserve Account, the
Engine Reserve Deposit, if any, and any unpaid Engine Reserve Deposits in
respect of prior Payment Dates;


 


91

















 


(8)                                  to the Series Accounts for the Series A
Notes, the Scheduled Principal Payment Amounts, allocated among the Series A
Notes in accordance with the Series Allocation Rules;


 


(9)                                  to the Series Accounts for the Series A
Notes, the Series A Supplemental Principal Payment Amount (if any) for
such Payment Date, allocated among the Series A Notes in accordance with
the Supplemental Payment Allocation Rules;


 


(10)                            to the Series Accounts for the Series A
Notes, the following amounts, if any, pro rata: the Additional
Interest Amounts and the Conversion Step-Up Interest Amounts for the Series A
Notes;


 


(11)                            to the Series Accounts
for the Series B Notes, the Scheduled Principal Payment Amounts,
allocated among the Series B Notes in
accordance with the Series Allocation Rules;


 


(12)                            to the Series Accounts for the Series B
Notes, the Series B Supplemental Principal Payment Amount (if any) for
such Payment Date, allocated among the Series B Notes in accordance with
the Supplemental Payment Allocation Rules;


 


(13)                            to the Series Accounts for the Series B
Notes, the following amounts, if any, pro rata: the
Supplemental Interest Amounts, the Additional Interest Amounts, and the
Conversion Step-Up Interest Amounts for the Series B Notes;


 


(14)                            to the Hedge Counterparties, pro rata, any Hedge Termination Payments;


 


(15)                            to the Series Accounts, pro rata, all Noteholder Indemnified Amounts;


 


(16)                            to WEST, to pay any Discretionary
Engine Modifications (to the extent not funded through borrowings under the
Warehouse Notes or the issuance of Additional Notes or Additional
Certificates); and


 


(17)                            to WEST, all remaining amounts,
which may be distributed to the Beneficial Owner.


 


(b)                                 Early Amortization Event or Event of
Default (Prior to a Collateral Liquidation Notice) Distributions. 
On each Payment Date, if an Early Amortization Event or an Event of
Default (or a combination of both) has occurred and is then continuing, so long
as the Indenture Trustee has not received a Collateral Liquidation Notice, the
Available Collections Amount will be applied in the following order or
priority, after payment of the amounts described in Section 4.02(c)(i), in
each case in accordance with the Payment Date Schedule and only to the extent
that all Prior Ranking Amounts have been paid in full:


 


92

















 


(1)                                  to the Service Providers, payees of
any Operating Expenses (other than the Senior Liquidity Provider) payable on
such Payment Date, the Senior Liquidity Provider, and the Expense Account, the
following amounts, respectively, pro rata: (i) the
Service Provider Fees, (ii) the amount of Operating Expenses (other than
the Liquidity Expenses), (iii) the Liquidity Expenses and the Liquidity
Fee, and (iv) the Required Expense Deposit;


 


(2)                                  to the Series Accounts for the Series A
Notes and Hedge Counterparties, as applicable, the following amounts, pro rata: (i) the Stated Interest Amounts on the Series A
Notes and the Commitment Fee Amounts, if any, for the Series A Notes that
are Warehouse Notes, and (ii) Periodic Hedge Payments, respectively;


 


(3)                                  to the Senior Liquidity Provider and
the Senior Restricted Cash Account, respectively, pro rata,
(i) an amount to pay or reimburse the Senior Liquidity Provider in full
for all Liquidity Obligations (applied first to the payment of accrued
interest on any outstanding drawings and second, to payment of the
principal amount of such drawings) other than the Liquidity Fee and Liquidity
Expenses paid pursuant to clause (1) above or, if the proceeds of a
Provider Advance have been deposited in the Senior Cash Collateral Account, first,
to pay to the Senior Liquidity Provider interest on the outstanding amount of
all Applied Provider Advances as provided in the Senior Liquidity Facility, second
to the Senior Cash Collateral Account, such amount so that the amount on
deposit in the Senior Cash Collateral Account is equal to the Senior Liquidity
Facility Required Amount, and, third, to pay all other Liquidity
Obligations owing to the Senior Liquidity Provider, and (ii) an amount to
replenish the Senior Restricted Cash Account up to the Senior Restricted Cash
Amount;


 


(4)                                  to the Series Accounts for the Series B
Notes, pro rata, the Base Interest Amounts on
the Series B Notes and the Commitment Fee Amounts, if any, for the Series B
Notes that are Warehouse Notes;


 


(5)                                  to the Junior Restricted Cash
Account, an amount to replenish the Junior Restricted Cash Account up to the
Junior Restricted Cash Amount;


 


(6)                                  to the Series Accounts for the Series A
Notes and, if a Hedge Default has occurred and is continuing, to the Hedge
Counterparties, the following amounts, respectively, pro rata:
(i) the Minimum Principal Payment Amounts, allocated among the Series A
Notes in accordance with the Series Allocation Rules, and (ii) Hedge
Termination Payments, if any;


 


93

















 


(7)                                  to the Engine Reserve Account, the
Engine Reserve Deposit, if any, and any unpaid Engine Reserve Deposits in
respect of prior Payment Dates;


 


(8)                                  to the Series Accounts for the Series A
Notes, the Scheduled Principal Payment Amounts, allocated among the Series A
Notes in accordance with the Series Allocation Rules;


 


(9)                                  to the Series Accounts for the Series A
Notes, the payment of the principal of all Series A Notes, pro rata in accordance with their Outstanding Principal
Balances;


 


(10)                            to the Series Accounts for the Series A
Notes, the following amounts, if any, pro rata: the
Additional Interest Amounts and the Conversion Step-Up Interest Amounts for the
Series A Notes;


 


(11)                            to the Series Accounts
for the Series B Notes the Scheduled Principal Payment Amounts,
allocated among the Series B Notes in
accordance with the Series Allocation Rules;


 


(12)                            to the Series Accounts for the Series B
Notes, the following amounts, if any, pro rata: the
Supplemental Interest Amounts, the Additional Interest Amounts, and the
Conversion Step-Up Interest Amounts for the Series B Notes;


 


(13)                            to the Series Accounts
for the Series B Notes, the payment of the principal of all Series B
Notes, pro rata in accordance with their
Outstanding Principal Balances;


 


(14)                            if a Hedge Default has not occurred
or is not then continuing, to the Hedge Counterparties, pro rata,
any Hedge Termination Payments;


 


(15)                            to the Series Accounts, pro rata, all Noteholder Indemnified Amounts; and


 


(16)                            to WEST, all remaining amounts,
which may be distributed to the Beneficial Owner.


 


(c)                                  Event of Default (After a Collateral
Liquidation Notice) Distributions.  On each
Payment Date, if an Event of Default has occurred and is then continuing, and
the Indenture Trustee has received a Collateral Liquidation Notice, the
Available Collections Amount will be applied in the following order or
priority, after payment of the amounts described in Section 4.02(c)(i), in
each case in accordance with the Payment Date Schedule and only to the extent
that all Prior Ranking Amounts have been paid in full:


 


(1)                                  to the Service Providers, payees of
any Operating Expenses (other than the Senior Liquidity Provider) payable on
such Payment Date, 


 


94

















 


the
Senior Liquidity Provider, and the Expense Account, the following amounts,
respectively, pro rata: (i) the Service
Provider Fees, (ii) the amount of Operating Expenses (other than the
Liquidity Expenses), (iii) the Liquidity Expenses and the Liquidity Fee,
and (iv) the Required Expense Deposit;


 


(2)                                  to the Series Account for the Series 2005-A1
Term Notes and the Senior Liquidity Provider, respectively, pro rata, (i) accrued and unpaid interest at the Stated
Rate for the Series 2005-A1 Term Notes on the Series 2005-A1 Priority
Principal Amount, and (ii) accrued and unpaid interest on any outstanding
drawings on the Senior Liquidity Facility;


 


(3)                                  to the Series Account for the Series 2005-A1
Term Notes and the Senior Liquidity Provider, respectively, pro rata, (i) payments of the principal amount of the Series 2005-A1
Term Notes up to the Series 2005-A1 Priority Principal Amount, and (ii) the
principal amount of any outstanding drawings on the Senior Liquidity Facility;


 


(4)                                  to the Series Accounts for the Series A
Notes and the Hedge Counterparties, the following amounts, pro rata:
(i) the Stated Interest Amounts on the Series A Notes and the
Commitment Fee Amounts (if any), for the Series A Notes that are Warehouse
Notes, and (ii) Periodic Hedge Payments, respectively;


 


(5)                                  to the Series Accounts for the Series B
Notes, the following amounts, pro rata: the
Base Interest Amounts on the Series B Notes and the Commitment Fee
Amounts, if any, for the Series B Notes that are Warehouse Notes;


 


(6)                                  to the Series Accounts for the Series A
Notes and, if a Hedge Default has occurred and is continuing, to the Hedge
Counterparties, the following amounts, respectively: (i) the aggregate
Outstanding Principal Balances of all Series A Notes (in the case of the Series 2005-A1
Term Notes, determined without taking into account the payments of principal
thereon with the Balance in the Senior Restricted Cash Account or the payments
of principal thereon pursuant to clause 3 of this Section 3.14(c) until
the Outstanding Principal Balance of the Series 2005-A1 Term Notes
determined on such basis is equal to the Senior Restricted Cash Amount as of
the date on which the Collateral Liquidation Notice was delivered), allocated
among the individual Series of Series A Notes in proportion to their
then Outstanding Principal Balances (in the case of the Series 2005-A1
Term Notes, without taking into account the payments of principal with the
Balance in the Senior Restricted Cash Account or the payments of principal 


 


95

















 


pursuant
to clause 3 of this Section 3.14(c) until the Outstanding Principal
Balance of the Series 2005-A1 Term Notes determined on such basis is equal
to the Senior Restricted Cash Amount as of the date on which the Collateral
Liquidation Notice was delivered); and (ii) any Hedge Termination
Payments, respectively;


 


(7)                                  to the Series Accounts for the Series A
Notes, the following amounts, if any, pro rata: the
Additional Interest Amounts and the Conversion Step-Up Interest Amounts for the
Series A Notes;


 


(8)                                  to the Series Accounts for the Series B
Notes, the following amounts, pro rata: the
Supplemental Interest Amounts, the Additional Interest Amounts, and the
Conversion Step-Up Interest Amounts for the Series B Notes;


 


(9)                                  to the Series Accounts
for the Series B Notes, the payment of the principal of all Series B
Notes, pro rata in accordance with their
Outstanding Principal Balances;


 


(10)                            if a Hedge Default has not occurred
or is not then continuing, to the Hedge Counterparties, pro rata,
any Hedge Termination Payments;


 


(11)                            to the Series Accounts, pro rata, all Noteholder Indemnified Amounts; and


 


(12)                            to WEST, all remaining amounts,
which may be distributed to the Beneficial Owner.


 


(d)                                 Redemption. 
On any Payment Date on which any Series of Notes is to be the
subject of a Redemption, the Administrative Agent, on behalf of the Security
Trustee, shall distribute the amounts in the applicable Redemption/Defeasance
Account to the Holders of such Series of Notes as provided in the relevant
Redemption Notice.


 


(e)                                  Payments by Wire Transfer. 
All payments to be made pursuant to this Section 3.14 to Persons
other than Noteholders shall be made through a direct transfer of funds to the
applicable Person or Account.  All
payments to Noteholders shall be governed by Section 2.05.


 


Section 3.15                                Allocation
Rules.


 


(a)                                  Minimum and Scheduled Principal
Payments.


 


(i)                                     If
on any Payment Date on which the Available Collections Amount is to be distributed
pursuant to Section 3.14(a) or (b), the Available Collections Amount
is not sufficient to pay in full the Minimum Principal Payment Amounts payable
in respect of all Series A Notes for such Payment Date, the Available
Collections Amount will be applied to pay the Minimum Principal Payment Amounts
to the various 


 


96

















 


Series of Series A
Notes in chronological order of priority (after payment in full of all Minimum
Principal Payment Amounts calculated for all prior Payment Dates, as described
in clause (iv) below) based on the respective Issuance Dates of such Series of
Series A Notes.  If two or more Series of
the Series A Notes have the same Issuance Date, then the Minimum Principal
Payment Amounts for such Series will be allocated among such Series on
a pro rata basis, based on such Minimum Principal Payment Amounts.


 


(ii)                                  If
on any Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), the Available
Collections Amount is not sufficient to pay in full the Scheduled Principal
Payment Amounts payable in respect of all Series A Notes for such Payment
Date, the Available Collections Amount will be applied to pay the Scheduled
Principal Payment Amounts to the various Series of Series A Notes in
chronological order of priority (after payment in full of all Scheduled
Principal Payment Amounts calculated for all prior Payment Dates, as described
in clause (v) of this Section 3.15(a)) based on the respective Issuance
Dates of such Series of Series A Notes.  If two or more Series of the Series A
Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts
for such Series will be allocated among such Series on a pro rata
basis, based on such Scheduled Principal Payment Amounts.


 


(iii)                               If
on any Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), the Available
Collections Amount is not sufficient to pay in full the Scheduled Principal Payment
Amounts payable in respect of all Series B Notes for such Payment Date,
the Available Collections Amount will be applied to pay the Scheduled Principal
Payment Amounts to the various Series of Series B Notes in
chronological order of priority (after payment in full of all Scheduled
Principal Payment Amounts calculated for all prior Payment Dates, as described
in clause (v) of this Section 3.15(a)) based on the respective
Issuance Dates of such Series of Series B Notes.  If two or more Series of the Series B
Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts
for such Series will be allocated among such Series on a pro rata
basis, based on such Scheduled Principal Payment Amounts.


 


(iv)                              On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), if there are any
Minimum Principal Payment Amounts that were payable in respect of any Series A
Notes on prior Payment Dates but that were not paid in full on such Payment Dates,
the Available Collections Amount to be applied to pay Minimum Principal Payment
Amounts on such Payment Date in accordance with Section 3.14 hereof will
be applied first to pay all Minimum Principal Payment Amounts for all Series A
Notes payable on each such prior Payment Date in chronological order before
being applied to pay the Minimum Principal Payment Amounts on the Series A
Notes payable on such Payment Date.  The
Minimum Principal Payments that were payable on the Series A Notes on each
prior Payment Date must be paid in full before the Available Collections Amount
will be applied to the payment of any Minimum Principal Payment Amounts on the Series A
Notes on any subsequent Payment Date. 
The portion of the Available Collections Amount applied to the Minimum
Principal Payment Amounts on the Series A Notes for each individual 


 


97

















 


Payment Date will be allocated
among such Minimum Principal Payment Amounts in accordance with the Series Allocation
Rules.


 


(v)                                 On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), if there are any
Scheduled Principal Payment Amounts that were payable in respect of any Series A
Notes or Series B Notes on prior Payment Dates but that were not paid in
full on such Payment Dates, the Available Collections Amount to be applied to
pay Scheduled Principal Payment Amounts on such Payment Date in accordance with
Section 3.14 hereof will be applied first to pay all Scheduled Principal
Payment Amounts for all Series A Notes or Series B Notes, as
applicable, payable on each such prior Payment Date in chronological order
before being applied to pay the Scheduled Principal Payment Amounts on the Series A
Notes or Series B Notes, respectively, payable on such Payment Date.  The Scheduled Principal Payments that were
payable on the Series A Notes and Series B Notes, as applicable, on
each prior Payment Date must be paid in full before the Available Collections
Amount will be applied to the payment of any Scheduled Principal Payment
Amounts on the Series A Notes and Series B Notes, respectively, on
any subsequent Payment Date.  The portion
of the Available Collections Amount applied to the Scheduled Principal Payment
Amounts on the Series A Notes and Series B Notes, as applicable, for
each individual Payment Date will be allocated among such Scheduled Principal
Payment Amounts in accordance with the Series Allocation Rules.


 


(b)                                 Supplemental Principal Payments.


 


(i)                                     On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), in accordance with
the priority of payments set forth in Section 3.14, WEST shall make a
payment of the Series A Supplemental Principal Payment Amount then due and
owing, first to each Series of Series A Warehouse Notes then
Outstanding on a pro rata basis, in proportion to
the then Outstanding Principal Balance of each such Series A Warehouse
Notes, until the Series A Supplemental Principal Payment Amount has been
fully allocated or the Outstanding Principal Balance of all Series A
Warehouse Notes have been paid in full, and, second to all other Series A
Notes then Outstanding on a pro rata basis,
in proportion to the then Outstanding Principal Balance of such Series A
Notes.


 


(ii)                                  On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.14(a) or (b), in accordance with
the priority of payments set forth in Section 3.14, WEST shall make a
payment of the Series B Supplemental Principal Payment Amount then due and
owing, if any, first to each Series of Series B Warehouse
Notes then Outstanding on a pro rata basis,
in proportion to the then Outstanding Principal Balance of each such Series B
Warehouse Notes, until the Series B Supplemental Principal Payment Amount
has been paid in full or the Outstanding Principal Balance of all Junior
Warehouse Notes have been paid in full, and second to all other Series B
Notes then Outstanding on a pro rata basis,
in proportion to the then Outstanding Principal Balance of such Series B
Notes.


 


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(c)                                  The rules for allocation of
Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts among
Series having the same alphabetical designation set forth in Section 3.15(a) are
referred to herein as the “Series Allocation
Rules”.  The rules set
forth in Section 3.15(b) for allocating the Series A
Supplemental Principal Amounts and the Series B Supplemental Principal Amounts
are referred to herein as the “Supplemental Payment
Allocation Rules.”


 


Section 3.16                                Certain
Redemptions.


 


(a)                                  Voluntary Redemptions. 
If specified in the related Supplement and if no Default or Event of
Default exists, WEST will have the option to prepay, in whole or in part, the
Outstanding Principal Balance of such Series of Notes in an Optional
Redemption, provided that (i) any Optional
Redemption in whole or in part of Series A Warehouse Notes shall be
subject to there also being an Optional Redemption in whole or in part of a
proportionate Outstanding Principal Balance of all Series B Warehouse
Notes, (ii) any Optional Redemption in whole or in part of the Series A
Term Notes shall be subject to there also being an Optional Redemption in whole
or in part of a proportionate Outstanding Principal Balance of the Series B
Warehouse Notes, (iii) any Optional Redemption in whole or in part of the Series B
Term Notes shall be subject to there also being an Optional Redemption in whole
or in part of a proportionate Outstanding Principal Balance of the Series B
Warehouse Notes, (iv) if an Early Amortization Event is then continuing,
any Optional Redemption in part shall be an Optional Redemption of all Series of
Notes in the same proportionate part and (v) such Optional Redemption
shall not result in a Default or Event of Default.


 


(b)                                 Acquisition
Balance Redemptions.  Any Balance in the Engine Acquisition Account
remaining at the end of a Delivery Period will be applied to the redemption of
the Notes, allocated among the Series of Notes, the proceeds of which were
originally deposited in the Engine Acquisition Account at the beginning of such
Delivery Period (each such redemption, an “Acquisition Balance
Redemption”).  Such balance will be
allocated among such Series of Notes in proportion to the amounts of the
proceeds of each such Series of Notes that were originally deposited in
the Engine Acquisition Account.  The
principal amount of the redemption of each such Series of Notes will be
equal to the amount so allocated to each such Series of Notes, which will
be applied to the redemption of the Series A Notes and Series B Notes
in the manner provided below on the next Payment Date after the end of the
Delivery Period.


 


(c)                                  Redemption for Taxation Purposes. 
Subject to the provisions of Section 3.17 hereof, if, at any time,


 


(i)                                     WEST
is, or on the next Payment Date will be, required to make any withholding or
deduction under the laws or regulations of any applicable tax authority with
respect to any payment on any Series of Notes; or


 


(ii)                                  WEST
is, or will be, subject to any circumstance (whether by reason of any law,
regulation, regulatory requirement or double-taxation convention, or the
interpretation or application thereof, or otherwise) that has resulted or will
result in the imposition of a tax (whether by direct assessment or by
withholding at source) or 


 


99

















 


other similar imposition by any
jurisdiction which would (A) materially increase the cost to WEST of
making payments in respect of any Series of Notes or of complying with its
obligations under or in connection with any Series of Notes; (B) materially
increase the operating or administrative expenses of WEST; or (C) otherwise
obligate any WEST Group Member to make any material payment on, or calculated
by reference to, the amount of any sum received or receivable by WEST;


 


then WEST shall inform
the Indenture Trustee in writing at such time of any such requirement or
imposition and shall use its best efforts to avoid the effect of the same;
subject to WEST obtaining the consent of the Control Party for each affected Series of
Notes and the Senior Liquidity Provider, in the case of the Series A Notes
(other than the Series 2005-A1 Term Notes) and a Rating Agency
Confirmation with respect to any proposed action.  If, after using its best efforts to avoid the
adverse effect described above, WEST or any of its Subsidiaries has not avoided
such effects, WEST may, at its election, redeem the Notes to which such withholding
or deduction applies on any Payment Date in whole at the Outstanding Principal
Balance thereof plus accrued and unpaid interest but without premium on any
Payment Date (a “Tax Redemption”).  However, any Tax Redemption may not occur
more than thirty (30) days prior to such time as the requirement or imposition
described in (i) or (ii) above is to become effective.  In the event of any Tax Redemption of part of
a Series of Notes, such Tax Redemption shall be deemed an Optional
Redemption for purposes of calculating the adjustments in the Targeted
Principal Balances on the Redemption Date and on subsequent Payment Dates in
accordance with Section 3.19 hereof.


 


(d)                                 Warehouse
Note Redemption.  On the Effective Date, WEST shall direct the
Administrative Agent to instruct the Indenture Trustee in writing to apply the
amount transferred from the Senior Restricted Cash Account to the Series Account
for the Series 2005-A2 Notes pursuant to Section 3.04(a) to the
payment of the principal amount of the Series 2005-A2 Warehouse Notes
(such payment, the “Warehouse Note Redemption”).
WEST shall instruct the Administrative Agent to calculate the Stated Interest
Amount for the Series 2005-A2 Warehouse Notes due on the next succeeding
Payment Date (or, if earlier, the Redemption Date on which the Series 
2005-A2 Warehouse Notes are the subject of a Refinancing) on the basis of the
Outstanding Principal Balance of such Notes before and after the Effective
Date.


 


Section 3.17                                Procedure
for Redemptions.


 


(a)                                  Method of Redemption. 
In the case of any Redemption in whole (other than a Tax Redemption),
WEST will deposit, or will cause to be deposited, in the Redemption/Defeasance
Account an amount equal to the Redemption Price.  Once a Redemption Notice in respect of a Redemption
in whole is published, each Series of Notes to which such Redemption
Notice applies will become due and payable on the Redemption Date stated in
such Redemption Notice at its Redemption Price. 
All Notes which are redeemed will be surrendered to the Indenture
Trustee for cancellation and accordingly may not be reissued or resold.


 


(b)                                 Deposit of Redemption Amount. 
On or before any Redemption Date in respect of a Redemption under Section 3.16,
WEST shall, to the extent an amount equal to the Redemption Price of the Notes
to be redeemed and any transaction expenses as of the 


 


100

















 


Redemption
Date is not then held by WEST or on deposit in the Redemption/Defeasance
Account, deposit or cause to be deposited such amount in the
Redemption/Defeasance Account.


 


(c)                                  Notes Payable on Redemption Date. 
After notice has been given under Section 3.17(d) hereof as to
the Redemption Date in respect of any Redemption, the Outstanding Principal
Balance of the Notes to be redeemed on such Redemption Date shall become due
and payable at the Corporate Trust Office of the Indenture Trustee, and from
and after such Redemption Date (unless there shall be a default in the payment
of the applicable amount to be redeemed) such principal amount shall cease to
bear interest.  Upon surrender of any
Note for Redemption in accordance with such notice, the Redemption Price of
such Note shall be paid as provided for in Section 3.14(d).  If any Note to be redeemed shall not be so
paid upon surrender thereof for Redemption, the Outstanding Principal Balance
thereof shall continue to bear interest from the Redemption Date until paid at
the interest rate applicable to such Note.


 


(d)                                 Redemption Notice. 
WEST shall notify the Indenture Trustee in writing of any Redemption
(other than an Acquisition Balance Redemption or the Warehouse Note Redemption)
not less than five (5) Business Days (or such shorter period as is agreed
by the Indenture Trustee) prior to the latest date on which a Redemption Notice
is required to be given; such written notice shall contain the information
required to be included in such Redemption Notice. In the case of an
Acquisition Balance Redemption, the Payment Date Schedule for the Payment Date
on which an Acquisition Balance Redemption is to take place shall constitute
notice to the Indenture Trustee of such Acquisition Balance Redemption.  The consummation of the Warehouse Note
Redemption on the Effective Date shall be subject to the Indenture Trustee
having received such notice of the Warehouse Note Redemption not less than
three (3) Business Days (or so such shorter period as is agreed by the
Indenture Trustee) prior to the Effective Date. In respect of any Redemption of
any Series of Notes to be made out of amounts available for such purposes,
the Indenture Trustee will give a Redemption Notice to each holder of the Notes
to be redeemed provided that the Indenture
Trustee shall have determined in advance of giving any such Redemption Notice
that funds are or will, on the Redemption Date, be available therefor.  Such Redemption Notice will be given at least
twenty (20) days but not more than sixty (60) days before such Redemption Date,
other than in the case of (i) a Refinancing, as to which such Redemption
Notice shall be given at least five (5) days but not more than thirty (30)
days before the Redemption Date, (ii) an Acquisition Balance Redemption,
as to which such Redemption Notice shall be included in the Monthly Report
delivered for the applicable Payment Date, and (iii) the Warehouse Note
Redemption, as to which no notice shall be given. Each Redemption Notice will
state (i) the applicable Redemption Date, (ii) the Indenture Trustee’s
arrangements for making payments due on the Redemption Date, (iii) the
Redemption Price of the Notes to be redeemed, (iv) for an Optional
Redemption in whole of any Series, that Notes to be redeemed must be
surrendered (which action may be taken by any holder of the Notes or its
authorized agent) to the Indenture Trustee to collect the Redemption Price on
such Notes and (v) that, unless WEST defaults in the payment of the
Redemption Price, if any, interest on Notes called for Redemption will cease to
accrue on and after the Redemption Date.


 


Section 3.18                                Collections
Loans; Warehouse Loan.


 


The Supplements for the Warehouse Notes shall provide
that all Loans under the Warehouse Notes shall be deposited in the Collections
Account.  If permitted under the related 


 


101

















 


Supplement for any Series A
Warehouse Notes or Series B Warehouse Notes, the Administrative Agent may
direct the Indenture Trustee, in writing, to apply the proceeds of the Loan
made on any Funding Date that is a Payment Date in respect of such Warehouse
Notes as a Collections Loan and to retain any such Collections Loan in the
Collections Account for inclusion in the Available Collections Amount on such
Payment Date on which such Loan is made, subject to satisfaction of the
conditions under each such Supplement for such a Collections Loan. Except to
the extent that any Loans made in respect of Warehouse Notes constitute
Collections Loans in accordance with the preceding sentence, such Loans shall
constitute Warehouse Loans, and the Indenture Trustee, as directed in writing
by the Administrative Agent, shall deposit any such Warehouse Loan in the
Engine Acquisition Account to be held in and disbursed from the Engine
Acquisition Account in accordance with Section 3.03 hereof.


 


Section 3.19                                Adjustments
in Targeted Principal Balances.


 


(a)                                  Engine Dispositions.


 


(i)                                     If
Available Sale Proceeds have been included in the Available Collections Amount
on any Payment Date and the Outstanding Principal Balance of all Warehouse
Notes as of such Payment Date (taking into account all Collections Loans made
on such Payment Date) is zero, then the Minimum Targeted Principal Balances of
each Series of the Series A Notes for such Payment Date and for all
subsequent Payment Dates will be equal to the product of (a) the related Series A
Minimum Adjustment Fraction for such Series of Series A Notes as of
each such Payment Date and (b) the original
Minimum Targeted Principal Balances of such Series of Series A Notes
for each such Payment Date.


 


(ii)                                  If
Available Sale Proceeds have been included in the Available Collections Amount
on any Payment Date and the Outstanding Principal Balance of all Warehouse
Notes as of such Payment Date (taking into account all Collections Loans made
on such Payment Date) is zero, then the Scheduled Targeted Principal Balances
of each Series of the Series A Notes for such Payment Date and for
all subsequent Payment Dates will be equal to the product of (a) the
related Series A Scheduled Adjustment Fraction for such Series of Series A
Notes as of each such Payment Date and (b) the original
Scheduled Targeted Principal Balances of such Series of Series A
Notes for each such Payment Date.


 


(iii)                               If
Available Sale Proceeds have been included in the Available Collections Amount
on any Payment Date and the Outstanding Principal Balance of all Warehouse
Notes as of such Payment Date (taking into account all Collections Loans made
on such Payment Date) is zero, then the Scheduled Targeted Principal Balances
of each Series of the Series B Notes for such Payment Date and for
all subsequent Payment Dates will be equal to the product of (a) the
related Series B Scheduled Adjustment Fraction for such Series of Series B
Notes as of each such Payment Date and (b) the original
Scheduled Targeted Principal Balances of such Series of Series B
Notes for each such Payment Date.


 


102

















 


(b)                                 Optional Redemption. 
In connection with any Optional Redemption in part and any Acquisition
Balance Redemption, in each case with respect to (i) any Series of
Term Notes or (ii) any Series of Warehouse Notes in respect of which
a Conversion Event has occurred, the Minimum Targeted Principal Balance on the
Redemption Date will be reduced by the Allocable Minimum Principal Amount for
each Series on such Redemption Date, and the Minimum Targeted Principal
Balances on all succeeding Payment Dates shall be reduced by the amount of such
Optional Redemption or Acquisition Balance Redemption minus the
Allocable Minimum Principal Payment Amount, allocated pro rata
among such Payment Dates.  In addition,
the Scheduled Targeted Principal Balance on the Redemption Date will be reduced
by the Allocable Scheduled Principal Amount for each Series on such
Payment Date, and the Scheduled Targeted Principal Balances on all succeeding
Payment Dates shall be reduced by the amount of such Optional Redemption or
Acquisition Balance Redemption minus the Allocable Scheduled Principal
Payment Amount, allocated pro rata among
such Payment Dates.


 


Section 3.20                                Senior
Liquidity Facility.


 


The Indenture Trustee shall make drawings on the
Senior Liquidity Facility as provided in this Section 3.20.


 


(a)                                  Shortfall Advances. 
If the Administrative Agent determines in accordance with Section 3.13(d) hereof
that there is a Net Senior Shortfall on any Payment Date, WEST shall cause the
Administrative Agent (i) to so notify the Indenture Trustee in writing and
(ii) not later than 1:00 p.m. (New York City time) on the third
Business Day prior to such Payment Date, to request a drawing (each such
drawing, a “Shortfall Advance”) under the Senior
Liquidity Facility to be made on or prior to such Payment Date, in an amount
equal to the lesser of (x) the Net Senior Shortfall and (y) the
Senior Liquidity Facility Available Amount.


 


(b)                                 Application of Shortfall Advances. 
The proceeds of any Shortfall Advance in respect of a Net Senior
Shortfall shall be applied by the Indenture Trustee in accordance with the
Payment Date Schedule delivered to the Indenture Trustee pursuant to Section 3.13(e),
which shall provide that such Shortfall Advance be applied pro rata,
(i) to the Series Accounts for the Series A Notes (other than
the Series 2005-A1 Term Notes), for payment of the Stated Interest
Shortfalls on each Series of the Series A Notes (other than the Series 2005-A1
Term Notes) with respect to the applicable Payment Date in no order of priority
inter se, but pro rata
in accordance with the amounts of such Stated Interest Shortfalls; and (ii) to
the Hedge Payment Account, for payment to each Hedge Counterparty, an amount
equal to the Hedge Payment Shortfalls (net of the Series 2005-A1 Portion
of such Hedge Payment Shortfalls) due from any WEST Group Member pursuant to
any Hedging Agreement in no order of priority inter se,
but pro rata in accordance with the amounts
of such Hedge Payment Shortfalls.


 


(c)                                  Downgrade Advances. 
If the Senior Liquidity Provider shall have notified WEST and the
Administrative Agent of the occurrence of a Downgrade Event with respect to the
Senior Liquidity Provider and unless, within ten (10) days after notice of
such event (but not later than the Stated Expiration Date of the Senior
Liquidity Facility (a “Downgraded Facility”)),
the Downgraded Facility shall have been replaced in accordance with Section 3.20(e)(ii) hereof
or the Senior Liquidity Provider shall have received a Rating Agency
Confirmation for the Series A Notes with respect to the Downgrade Event,
then on such 10th day (or if such 10th day is not a 


 


103

















 


Business
Day, on the next succeeding Business Day) (or, if earlier, the Stated
Expiration Date of the Downgraded Facility), WEST shall cause the
Administrative Agent to request a drawing in accordance with and to the extent
permitted by the Downgraded Facility (such drawing, a “Downgrade Advance”)
of the Senior Liquidity Facility Maximum Commitment minus the amount of all
Liquidity Advances Outstanding under the Downgraded Facility. Amounts drawn
pursuant to a Downgrade Advance shall be deposited into the Senior Cash
Collateral Account.


 


(d)                                 Non-Extension Advances. 
Under the initial Senior Liquidity Facility, unless WEST has received a
non-extension notice from the Senior Liquidity Provider by the stated deadline
in the Senior Liquidity Facility, the Stated Expiration Date in the Senior Liquidity
Facility is to be extended automatically to the earlier of (x) the date
that is fifteen (15) days after the Final Maturity Date and (y) the date
that is 364 days from the then effective Stated Expiration Date for the Senior
Liquidity Facility (unless the obligations of the Senior Liquidity Provider
under the Senior Liquidity Facility have been earlier terminated in accordance
therewith). If, under the initial Senior Liquidity Facility, WEST has received
a non-extension notice from the Senior Liquidity Provider by the stated
deadline in the Senior Liquidity Facility with respect to such Senior Liquidity
Facility, or if, under any Replacement Liquidity Facility that has become the
Senior Liquidity Facility, its Stated Expiration Date is not extended in accordance
with its terms, and if, in each case on or before the date which is ten (10) days
prior to the Stated Expiration Date for such Senior Liquidity Facility (a “Non-Extended Facility”), such Non-Extended Facility shall
not have been replaced in accordance with Section 3.20(e)(i) hereof,
WEST shall cause the Administrative Agent to immediately, in accordance with
the terms of such Non-Extended Facility, request a drawing in accordance with
and to the extent permitted by the Non-Extended Facility (such drawing, a “Non-Extension Advance”) of the Senior Liquidity Facility
Maximum Commitment minus the amount of all Liquidity Advances Outstanding under
the Non-Extended Facility.  Amounts drawn
pursuant to a Non-Extension Advance shall be deposited into the Senior Cash
Collateral Account.


 


(e)                                  Issuance of Replacement Liquidity
Facility.


 


(i)                                     If
the Senior Liquidity Provider shall not extend its Liquidity Facility in
accordance with Section 3.20(d) hereof, then either WEST or the
Senior Liquidity Provider may, at their respective options, arrange for a
Replacement Liquidity Facility to replace the Non-Extended Facility during the
period not earlier than thirty-five (35) days and not later than ten (10) days
prior to the then effective Stated Expiration Date of the Non-Extended
Facility.


 


(ii)                                  If
the Senior Liquidity Facility shall have become a Downgraded Facility, then
either the Senior Liquidity Provider or WEST may, at their respective options,
arrange for a Replacement Liquidity Facility to replace the Downgraded Facility
within ten (10) days after the receipt by WEST and the Administrative
Agent of the notice of the relevant Downgrade Event (but not later than the
Stated Expiration Date of the Downgraded Facility); provided,
however, that the Senior Liquidity
Provider for the Downgraded Facility may, at its option, arrange for a
Replacement Liquidity Facility at any time following a Downgrade Advance so
long as WEST has not already arranged for a Replacement Liquidity Facility.


 


104
















 


(A)                                          At any time after the then Stated
Expiration Date of the Senior Liquidity Facility which has been extended for a
period in excess of a 364-day period, the Senior Liquidity Provider may, at its
option, arrange for a Replacement Liquidity Facility to replace the Senior
Liquidity Facility.


 


(B)                                            No Replacement Liquidity Facility
arranged by the Senior Liquidity Provider or WEST in accordance with
clauses (e)(i), (e)(ii) and (e)(iii)(A) above shall become
effective and no such Replacement Liquidity Facility shall be deemed a Senior
Liquidity Facility under this Indenture, unless and until (x) each of the
conditions referred to in subclause (C) below shall have been
satisfied, and (y) in the case of a Replacement Liquidity Facility
arranged by the Senior Liquidity Provider, such Replacement Liquidity Facility
is acceptable to WEST.


 


(C)                                            In connection with the issuance of a
Replacement Liquidity Facility, (x) WEST, prior to the issuance of such
Replacement Liquidity Facility, shall have received a Rating Agency
Confirmation with respect to the Series A Notes (without regard to any
downgrading of any rating of the Senior Liquidity Provider being replaced
pursuant to Section 3.20(c) hereof), (y) WEST shall cause the
Administrative Agent to direct the Operating Bank pursuant to a written notice
setting forth the amount of Liquidity Obligations then owing to the replaced
Senior Liquidity Provider, to pay to the replaced Senior Liquidity Provider all
Liquidity Obligations then owing to the replaced Senior Liquidity Provider,
and, upon receipt of such written notice, the Operating Bank shall pay, in
accordance with such written notice, such amount to the replaced Senior
Liquidity Provider (which payment shall be made first from available funds in
the Senior Cash Collateral Account and thereafter from any other available
source, including, without limitation, a drawing under the applicable
Replacement Liquidity Facility), and (z) the issuer of the Replacement
Liquidity Facility shall deliver the Replacement Liquidity Facility to the
Administrative Agent, together with a legal opinion to the effect that such
Replacement Liquidity Facility has been duly authorized, executed and delivered
by, and is an enforceable obligation of, the replacement Senior Liquidity
Provider.


 


(D)                                           Upon satisfaction of the conditions
set forth in clauses (B) and (C) of this Section 3.20(e)(ii) with
respect to a Replacement Liquidity Facility, (w) the replaced Senior
Liquidity Facility shall terminate, (x) WEST shall cause the
Administrative Agent, if and to the extent so requested by the Senior Liquidity
Provider being replaced, to execute and deliver any certificate or other
instrument required in order to terminate the replaced Senior Liquidity
Facility, shall surrender the replaced Senior Liquidity Facility to the Senior
Liquidity Provider being replaced and to execute and deliver the Replacement
Liquidity Facility, (y) each of the parties hereto shall enter into any
amendments to this Indenture and any other Related Documents necessary to give
effect to (1) the replacement of the Senior Liquidity Provider with the
applicable replacement Senior Liquidity Provider and (2) the replacement
of the Senior Liquidity Facility with the applicable Replacement Liquidity
Facility and (z) such replacement Senior Liquidity Provider shall be
deemed to be the Senior Liquidity Provider with the rights and obligations 


 


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of the Senior Liquidity Provider
hereunder and under the other Related Documents, and such Replacement Liquidity
Facility shall be deemed to be the Senior Liquidity Facility hereunder and
under the other Related Documents.


 


(f)                                    Senior Cash Collateral Account;. 
All amounts drawn under the Senior Liquidity Facility by the
Administrative Agent pursuant to Section 3.20(c), 3.20(d) or 3.20(i) hereof
shall be deposited by the Administrative Agent into the Senior Cash Collateral
Account.  All amounts on deposit in the
Senior Cash Collateral Account shall be invested and reinvested in accordance
with Section 3.01(d) hereof. 
Upon a request by the Senior Liquidity Provider, WEST shall cause the
Administrative Agent to provide the Senior Liquidity Provider with the amount
of Investment Earnings held in the Senior Cash Collateral Account as of the
applicable date of determination.  On
each Payment Date, WEST shall cause the Administrative Agent to direct the
Operating Bank, in writing, to pay to the Senior Liquidity Provider an amount
equal to all Investment Earnings on amounts on deposit in the Senior Cash Collateral
Account during the Collection Period ending on the related Determination Date.
In addition, from and after the date funds are deposited in the Senior Cash
Collateral Account, amounts on deposit in the Senior Cash Collateral Account
shall be withdrawn by the Operating Bank at the written direction of the
Administrative Agent under the following circumstances:


 


(i)                                     If
the Administrative Agent determines in accordance with Section 3.13(d) hereof
that there will be a Net Senior Shortfall on a Payment Date, WEST shall cause
the Administrative Agent to so notify the Indenture Trustee in writing and to,
not later than 1:00 p.m. (New York City time) on the second Business Day
prior to such Payment Date, direct the Operating Bank to make a withdrawal
(each such withdrawal, a “Shortfall Drawing”)
from the Senior Cash Collateral Account, in an amount equal to the lesser of (a) the
Net Senior Shortfall and (b) the Balance in the Senior Cash Collateral
Account, provided, that the aggregate amount of
all outstanding Shortfall Drawings at any time shall not exceed the Senior
Liquidity Facility Required Amount at such time, and such Shortfall Drawing
shall be applied, by the Indenture Trustee upon receipt of written direction
from the Administrative Agent, in the same manner as Shortfall Advances are
applied pursuant to Section 3.20(b);


 


(ii)                                  on
any Payment Date, if the amount in the Senior Cash Collateral Account exceeds
the Senior Liquidity Facility Maximum Commitment, then WEST shall cause the
Administrative Agent to direct the Operating Bank, in writing, to withdraw,
upon receipt of such written notice from the Administrative Agent, from the
Senior Cash Collateral Account such excess and pay such amount to the Senior
Liquidity Provider;


 


(iii)                               if
a Replacement Liquidity Facility is established following the date on which
funds have been deposited into the Senior Cash Collateral Account, WEST shall
cause the Administrative Agent to direct the Operating Bank, in writing, to
withdraw, upon receipt of such written notice from the Administrative Agent,
all amounts on deposit in the Senior Cash Collateral Account and shall pay such
amounts to the replaced Senior Liquidity Provider until all Liquidity
Obligations owed to such replaced Senior Liquidity Provider shall have been
paid in full, and shall deposit any remaining amount in the Collections
Account;


 


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(iv)                              upon
the payment in full of the Outstanding Principal Balance of, and accrued and
unpaid interest on, the Series A Notes, WEST shall cause the
Administrative Agent to direct the Operating Bank, in writing, to withdraw,
upon receipt of such written notice from the Administrative Agent, all amounts
from the Senior Cash Collateral Account and pay such amounts to the Senior
Liquidity Provider until all Liquidity Obligations owed to the Senior Liquidity
Provider have been paid in full, and shall deposit any remaining amount in the
Collections Account; and


 


(v)                                 Fifteen
(15) days after the Final Maturity Date with respect to the Series A
Notes, WEST shall cause the Administrative Agent to direct the Operating Bank,
in writing, to withdraw, upon receipt of such written notice from the
Administrative Agent, all amounts on deposit in the Senior Cash Collateral
Account and pay such amounts to the Senior Liquidity Provider until all
Liquidity Obligations owed to such Person shall have been paid in full, and
shall deposit any remaining amount in the Collections Account.


 


(g)                                 Reinstatement. 
With respect to any Shortfall Advance under the Senior Liquidity
Facility, upon the reimbursement to the Senior Liquidity Provider in full or in
part of the amount of such Shortfall Advance, together with any accrued
interest thereon, the Senior Liquidity Facility Available Amount shall be reinstated
by an amount equal to the amount of such Shortfall Advance so reimbursed to the
Senior Liquidity Provider but not to exceed the Senior Liquidity Facility
Maximum Commitment; provided, however, that the Senior Liquidity Facility shall not be so
reinstated in part or in full at any time if (i) a Provider Advance shall
have occurred under the Senior Liquidity Facility or (ii) a Liquidity
Event of Default shall have occurred and be continuing.


 


(h)                                 Reimbursement. 
The amount of each Shortfall Advance under the Senior Liquidity Facility
and any amounts withdrawn from the Senior Cash Collateral Account following a
Provider Advance shall be due and payable, together with interest thereon, on
the dates and at the rates, as applicable, provided in the Senior Liquidity
Facility but only to the extent that Available Collections are sufficient to
pay such amounts in the order of priority set forth in Section 3.14
hereof.


 


(i)                                     Senior Liquidity Provider Consent. 
To the extent that the Senior Liquidity Provider’s consent or approval
(including with respect to any amendment) is required under this Indenture or
any other Related Document, such consent is not required in the event that (x) no
Series A Notes are Outstanding, (y) no Liquidity Obligations are due
and owing to the Senior Liquidity Provider, and (z) the Senior Liquidity
Facility has been terminated.


 


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ARTICLE IV



DEFAULT AND REMEDIES


 


Section 4.01                                Events
of Default.


 


Each of the following events shall constitute an “Event of Default” hereunder, and each such Event of Default
shall be deemed to exist and continue so long as, but only so long as, it shall
not have been remedied:


 


(a)                                  failure to pay interest on any Series of
Notes (other than Conversion Step-Up Interest, Additional Interest or
Supplemental Interest), in each case when such amount becomes due and payable,
and such default continues for a period of three (3) or more Business
Days;


 


(b)                                 failure to pay principal when due on
any Series of Notes either on or prior to the applicable Final Maturity
Date;


 


(c)                                  failure to pay any amount (other
than a payment default for which provision is made in clause (a) or (b) of
this Section 4.01) when due and payable in connection with any Series of
Notes, to the extent that there are, on any Payment Date, amounts available in
the Collections Account, the Senior Restricted Cash Account (in respect of the Series 2005-A1
Term Notes), the Junior Restricted Cash Account (in respect of the Series B
Notes) or the Senior Cash Collateral Account (in respect of the Series A
Notes other than the Series 2005-A1 Term Notes) therefor, and such default
continues for a period of three (3) or more Business Days;


 


(d)                                 (i) failure by WEST or any
other WEST Group Member to comply with the insurance covenant set forth in Section 5.04(h) hereof
which failure continues unremedied for a period of thirty (30) days or more or (ii) failure
by WEST or any other WEST Group Member to comply with any of the other
covenants, obligations, conditions or provisions binding on it under this
Indenture, the Security Trust Agreement, any of the Notes or any other Related
Document (other than a failure to comply described in clause (i) or a
payment default for which provision is made in clause (a), (b) or (c) of
this Section 4.01), if any such failure described in this clause (ii) materially
adversely affects the Holders of a Series of Notes and continues for a
period of thirty (30) days or more after written notice thereof has been given
to WEST (or, if such failure is capable of remedy and the Administrative Agent
has promptly provided the Indenture Trustee with a certificate stating that
WEST or any other WEST Group Member has commenced, or will promptly commence,
and diligently pursue all reasonable efforts to remedy such failure or breach,
so long as such Person is diligently pursuing such remedy but in any event no
longer than sixty (60) days);


 


(e)                                  any representation or warranty made
by WEST or any other WEST Group Member under this Indenture, the Security Trust
Agreement or any Related Document or certificate shall prove to be untrue or
incorrect in any material respect when made, and such untruth or incorrectness
shall continue unremedied for a period of thirty (30) days or more after
written notice thereof has been given to WEST (or, if such untruth or
incorrectness is capable of remedy and the Administrative Agent has promptly
provided the Indenture Trustee with a 


 


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certificate
stating that WEST or any other WEST Group Member has commenced, or will
promptly commence, and diligently pursue all reasonable efforts to remedy such
untruth or incorrectness, so long as such Person is diligently pursuing such
remedy but in any event no longer than sixty (60) days);


 


(f)                                    a court having jurisdiction in the
premises enters a decree or order for (i) relief in respect of WEST or any
Engine Subsidiary under any Applicable Law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization, examination, relief of
debtors or other similar law now or hereafter in effect; (ii) appointment
of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator
or similar official of WEST or any Engine Subsidiary; or (iii) the winding
up or liquidation of the affairs of WEST or any Engine Subsidiary and, in each
case, such decree or order shall remain unstayed or such writ or other process
shall not have been stayed or dismissed within sixty (60) days from entry
thereof;


 


(g)                                 WEST or any Engine Subsidiary (i) commences
a voluntary case under any Applicable Law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization, examination, relief of
debtors or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in any involuntary case under any such law; (ii) consents
to the appointment of or taking possession by a receiver, liquidator, examiner,
assignee, custodian, trustee, sequestrator or similar official of WEST or any
Engine Subsidiary or for all or substantially all of the property and assets of
WEST or any Engine Subsidiary; or (iii) effects any general assignment for
the benefit of creditors, admits in writing its inability to pay its debts
generally as they come due, voluntarily suspends payment of its obligations or
becomes insolvent;


 


(h)                                 a judgment or order for the payment
of money in excess of 5% of the Maximum Borrowing Base shall be rendered
against WEST or any other WEST Group Member and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of ten (10) consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; provided,
however, that any such judgment or order
shall not be an Event of Default under this Section 4.01(h) if and
for so long as (x) the amount of such judgment or order is covered by a
valid and binding policy of insurance between the defendant and the insurer
covering payment thereof and (y) such insurer, which shall be rated at
least “A” by A.M. Best Company or any similar successor entity, has been
notified of, and has not disputed the claim made for payment of, the amount of
such judgment or order;


 


(i)                                     on any Payment Date, the then
Aggregate Note Principal Balance (determined after giving effect to all
principal payments made on such date) exceeds an amount equal to the product of
(i) one hundred twenty percent (120%) and (ii) the Maximum Borrowing
Base on such Payment Date;


 


(j)                                     WEST or any other WEST Group Member
shall have asserted that the Indenture, the Security Trust Agreement or any of
the Related Documents to which it is a party is not valid and binding on the
parties thereto or any court, governmental authority or agency having
jurisdiction over any of the parties to such agreements shall find or rule that
any material provision of any of such agreements is not valid or binding on the
parties thereto; or


 


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(k)                                  a Requisite Majority shall have
elected to remove the Servicer as a result of a Servicer Termination Event, and
a replacement Servicer shall not have assumed the duties of the Servicer within
ninety (90) days after the date of such election by such Requisite Majority.


 


Section 4.02                                Remedies
Upon Event of Default.


 


(a)                                  Upon the occurrence of an
Acceleration Default, the Outstanding Principal Balance of, and accrued
interest on, all Series of Notes, together with all other amounts then due
and owing to the Noteholders, shall become immediately due and payable without
further action by any Person.  If any
other Event of Default with respect to the Senior Series occurs and is
continuing, then the Indenture Trustee, acting at the direction of the Control
Parties representing a majority of the Outstanding Principal Balance of all
Senior Series may declare the principal of and accrued interest on all
Notes of all Series then Outstanding to be due and payable immediately, by
written notice to WEST and the Administrative Agent (a “Default
Notice”), and upon any such declaration such principal and accrued
interest shall become immediately due and payable.  At any time after the Indenture Trustee has
declared the Outstanding Principal Balance of the Notes to be due and payable
and prior to the exercise of any other remedies pursuant to the Indenture, the
Control Parties representing a majority of the Outstanding Principal Balance of
all Senior Series, by written notice to WEST, the Administrative Agent and the
Indenture Trustee may, except in the case of (i) a default in the deposit
or distribution of any payment required to be made on the Notes of such Series,
(ii) a payment default on such Series of Notes or (iii) a
default in respect to any covenant or provision of the Indenture that cannot by
the terms thereof be modified or amended without the consent of each Noteholder
affected thereby, rescind and annul such declaration and thereby annul its
consequences if, (1) there has been paid to or deposited with the Security
Trustee an amount sufficient to pay all overdue installments of interest on the
Notes, and the principal of and premium, if any, on the Notes that would have
become due otherwise than by such declaration of acceleration, (2) the
rescission would not conflict with any judgment or decree, and (3) all
other defaults and Events of Default, other than nonpayment of interest and
principal on the Notes that have become due solely because of such
acceleration, have been cured or waived.


 


(b)                                 If an Event of Default shall occur
and be continuing, the Indenture Trustee shall, if instructed, in writing, by
the Control Parties representing a majority of the Outstanding Principal
Balance of all Senior Series, do any of the following, provided
that the Indenture Trustee shall dispose of the Engines or the Stock of the
WEST Subsidiaries only if it has received a Collateral Liquidation Notice, and
subject to such Control Parties giving such directions in a commercially
reasonable manner:


 


(i)                                     Institute
any Proceedings, in its own name and as trustee of an express trust, for the
collection of all amounts then due and payable on the Notes of all Series or
under this Indenture or the related Supplement with respect thereto, whether by
declaration or otherwise, enforce any judgment obtained, and collect from the
Collateral and any other assets of WEST any moneys adjudged due;


 


(ii)                                  Subject
to the quiet enjoyment rights of any Lessee of an Engine, direct the Security
Trustee to sell, hold or lease the Collateral or any portion thereof or rights
or interest therein, at one or more public or private transactions conducted in
any 


 


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manner permitted by law; provided that, the Indenture Trustee shall incur no
liability as a result of the sale of the Collateral or any part thereof at any
sale pursuant to this Section 4.02 and the Security Trust Agreement
conducted in a commercially reasonable manner, and each of WEST and the other
WEST Group Members hereby waives any claims against the Indenture Trustee or
the Security Trustee arising by reason of the fact that the price at which the
Collateral may have been sold at such sale was less than the price that might
have been obtained, even if the Indenture Trustee directs the Security Trustee
to accept the first offer received and does not require the Security Trustee to
offer the Collateral to more than one offeree;


 


(iii)                               Direct
the Security Trustee to institute any Proceedings from time to time for the
complete or partial foreclosure of the Encumbrance created by this Indenture,
the Security Trust Agreement and the Engine Mortgages with respect to the
Collateral;


 


(iv)                              Institute
such other appropriate Proceedings to protect and enforce any other rights,
whether for the specific enforcement of any covenant or agreement in the
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy;


 


(v)                                 Direct
the Security Trustee to exercise any remedies of a secured party under the Uniform
Commercial Code or any Applicable Law and take any other appropriate action to
protect and enforce the rights and remedies of the Indenture Trustee or the
Noteholders under the Indenture and the Security Trust Agreement; and


 


(vi)                              Appoint
a receiver or a manager over WEST or its assets.


 


(c)                                  If the Notes of all Series have
been declared due and payable following an Event of Default, any money
collected by the Indenture Trustee pursuant to this Indenture or otherwise, and
any moneys that may then be held or thereafter received by the Indenture
Trustee, shall be applied to the extent permitted by law in the following
order, at the date or dates fixed by the Indenture Trustee;


 


(i)                                     First,
to the payment of all costs and expenses of collection incurred by the
Indenture Trustee and the Security Trustee (including the reasonable fees and
expenses of any counsel to the Indenture Trustee and the Security Trustee), and
all other amounts due the Indenture Trustee and the Security Trustee under this
Indenture; and


 


(ii)                                  Second,
as set forth in Section 3.14(c) hereof.


 


(d)                                 Notwithstanding Sections 4.01, 4.02
and 4.11 hereof, after the occurrence and during the continuation of an Event
of Default, no Holders of any Series B Notes shall be permitted to give or
direct the giving of a Default Notice, or to exercise any remedy in respect of
such Event of Default until all interest and principal and premium, if any, on
the Series A Notes shall have been paid in full.


 


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(e)                                  The Indenture Trustee shall provide
each Rating Agency with a copy of any Default Notice it receives pursuant to
this Indenture.  Within thirty (30) days
after the occurrence of an Event of Default in respect of any Series of
Notes, the Indenture Trustee shall give notice to the Noteholders of such Series of
Notes, transmitted by mail, of all uncured or unwaived Defaults actually known
to a Responsible Officer of the Indenture Trustee on such date; provided that the Indenture Trustee may withhold such notice
with respect to a Default (other than a payment default with respect to
interest, principal or premium, if any) if it determines in good faith that
withholding such notice is in the interest of the affected Noteholders.


 


Section 4.03                                Limitation
on Suits.


 


Without limiting the provisions of Section 4.11,
no Holder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, the Security Trust Agreement or the
Notes, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:


 


(a)                                  such Holder holds Series A
Notes and has previously given written notice to the Indenture Trustee of a
continuing Event of Default;


 


(b)                                 the Holders (not affiliated with any
WEST Group Member) of at least 25% of the aggregate Outstanding Principal
Balance of the Series A Notes make a written request to the Indenture
Trustee to pursue a remedy hereunder;


 


(c)                                  such Holder or Holders offer to the
Indenture Trustee an indemnity reasonably satisfactory to the Indenture Trustee
against any costs, expenses and liabilities to be incurred in complying with
such request;


 


(d)                                 the Indenture Trustee does not
comply with such request within sixty (60) days after receipt of the request
and the offer of indemnity; and


 


(e)                                  during such sixty (60)-day period,
Control Parties representing a majority of the Outstanding Principal Balance of
all Senior Series do not give the Indenture Trustee a Direction
inconsistent with such request.


 


No one or more Noteholders may use this Indenture to
affect, disturb or prejudice the rights of another Noteholder or to obtain or
seek to obtain any preference or priority not otherwise created by this
Indenture and the terms of the Notes over any other Holder or to enforce any
right under this Indenture, except in the manner herein provided.


 


Section 4.04                                Waiver
of Existing Defaults.


 


(a)                                  The Indenture Trustee acting at the
direction of the Control Parties representing a majority of the Outstanding
Principal Balance of all Senior Series may waive any existing Default
hereunder and its consequences, except a Default: (i) in the deposit or
distribution of any payment required to be made on any Notes, (ii) in the
payment of the interest, principal, and premium, if any, on any Note or (iii) in
respect of a covenant or provision hereof which under Article X hereof
cannot be modified or amended without the consent of the Holder 


 


112

















 


of each
Note affected thereby.  Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon. Each such notice of waiver shall also
be notified to each Rating Agency.


 


(b)                                 Any written waiver of a Default or
an Event of Default given by Holders of the Notes to the Indenture Trustee and
WEST in accordance with the terms of this Indenture shall be binding upon the
Indenture Trustee and the other parties hereto. 
Unless such writing expressly provides to the contrary, any waiver so
granted shall extend only to the specific event or occurrence which gave rise
to the Default or Event of Default so waived and not to any other similar event
or occurrence which occurs subsequent to the date of such waiver.


 


Section 4.05                                Restoration
of Rights and Remedies.


 


If the Indenture Trustee or any Holder of Series A
Notes has instituted any proceeding to enforce any right or remedy under this
Indenture, and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Indenture Trustee or such
Holder, then in every such case WEST, the Indenture Trustee and the Noteholders
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as
though no such proceeding has been instituted.


 


Section 4.06                                Remedies
Cumulative.


 


Each and every right, power and remedy herein given to
the Indenture Trustee (or the Control Parties or the Requisite Majority)
specifically or otherwise in this Indenture shall be cumulative and shall be in
addition to every other right, power and remedy herein specifically given or
now or hereafter existing at law, in equity or by statute, and each and every
right, power and remedy whether specifically herein given or otherwise existing
may be exercised from time to time and as often and in such order as may be
deemed expedient by the Indenture Trustee (or the Control Parties or the
Requisite Majority), and the exercise or the beginning of the exercise of any
power or remedy shall not be construed to be a waiver of the right to exercise
at the same time or thereafter any other right, power or remedy.  No delay or omission by the Indenture Trustee
(or the Control Parties or the Requisite Majority) in the exercise of any
right, remedy or power or in the pursuance of any remedy shall impair any such
right, power or remedy or be construed to be a waiver of any Default on the
part of WEST or to be an acquiescence.


 


Section 4.07                                Authority
of Courts Not Required.


 


The parties hereto agree that, to the greatest extent
permitted by law, the Indenture Trustee shall not be obliged or required to
seek or obtain the authority of, or any judgment or order of, the courts of any
jurisdiction in order to exercise any of its rights, powers and remedies under
this Indenture, and the parties hereby waive any such requirement to the
greatest extent permitted by law.


 


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Section 4.08                                Rights
of Noteholders to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Noteholder to receive payment of interest on, principal of, or
premium, if any, on its Note on or after the respective due dates therefor
expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Noteholder.


 


Section 4.09                                Indenture
Trustee May File Proofs of Claim.


 


The Indenture Trustee may file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Indenture Trustee and of any Noteholder allowed in any
judicial proceedings relating to any obligor on the Notes, its creditors or its
property.


 


Section 4.10                                Undertaking
for Costs.


 


All parties to this Indenture agree, and each
Noteholder by its acceptance thereof shall be deemed to have agreed, that in
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Indenture Trustee for any action taken or omitted by it as
the Indenture Trustee, a court in its discretion may require the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defense made by the party
litigant.  This Section 4.10 does
not apply to a suit instituted by the Indenture Trustee, a suit instituted by
any Noteholder for the enforcement of the payment of interest, principal, or
premium, if any, on his Note on or after the respective due dates expressed in
such Note, or a suit by a Noteholder or Noteholders of more than 10% of the
Outstanding Principal Balance of any Series of the Notes.


 


Section 4.11                                Control
by Noteholders.


 


Subject to Sections 4.01 and 4.03 hereof and to the
rights of the Control Party hereunder, the Noteholders holding Notes of any Series of
not less than 25% of the Outstanding Principal Balance of Notes of such Series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee, or exercising any
trust or power conferred on the Indenture Trustee under this Indenture; provided that, for such Series:


 


(a)                                  such direction shall not be in
conflict with any rule of law or with this Indenture and would not involve
the Indenture Trustee in personal liability or expense;


 


(b)                                 the Indenture Trustee shall not
determine that the action so directed would be unjustly prejudicial to the
Noteholders of such Series not taking part in such direction; and


 


(c)                                  the Indenture Trustee may take any
other action deemed proper by the Indenture Trustee which is not inconsistent
with such direction.


 


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Section 4.12                                Purchase
Rights of the Series B Noteholders.


 


Upon the occurrence of an Event of Default, whether or not the
Control Parties for the Senior Series have delivered a Collateral
Liquidation Notice, one or more of the Holders of the Series B Notes
(each, a “Series A Note Purchaser”) may elect
to purchase all, but not less than all, of the Series A Notes, for a
purchase price equal to the Outstanding Principal Balance of the Series A
Notes and all accrued and unpaid interest and premium thereon, if any.  Such right shall be exercised by giving the
Indenture Trustee written notice of the intent to purchase the Series A
Notes (a “Purchase Option Notice”) and the date on
which such purchase is to be consummated (the “Series A
Note Purchase Date”), which shall be not less than ten (10) Business
Days nor more than twenty (20) Business Days after the date of the Purchase
Option Notice.  If there is more than one
Series A Note Purchaser, the Series A Notes shall be allocated
between or among the Series A Note Purchasers in proportion to the
Outstanding Principal Balance of their Series B Notes or on such other
basis as such Holders of Series B Notes may agree, and the Series A
Note Purchase Date shall be the date specified in the related Purchase Option
Notice delivered by such Series A Note Purchasers.  The Indenture Trustee shall promptly deliver
a copy of each Purchase Option Notice to the Holders of the Series A
Notes, WEST, the Servicer and the Administrative Agent.  On the date specified in the Purchase Option
Notice, the Series A Noteholders shall transfer the Series A Notes to
the Series A Note Purchasers upon the tender to them of the purchase price
described in this Section 4.12. If any Series A Note Purchaser fails
to consummate the purchase of the Series A Notes, such Holder shall be
deemed to have irrevocably waived its rights to purchase the Series A
Notes, and, if there are multiple Series A Note Purchasers, the remaining Series A
Note Purchasers must tender the purchase price allocable to the portion of the Series A
Notes allocable to such defaulting Series A Note Purchaser, in such manner
as they shall agree, or all such Series A Notes Purchasers shall be deemed
to have cancelled the purchase of the Series A Notes pursuant to such
Purchase Option Notice.  The
non-defaulting Series A Note Purchasers may elect to defer the Series A
Note Purchase Date by not more than three (3) Business Days for purposes
of arranging such tender.


 


ARTICLE V


 


REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


Section 5.01                                Representations
and Warranties.


 


WEST represents and warrants to the Indenture Trustee
as of the Initial Closing Date and each other Closing Date thereafter as
follows:


 


(a)                                  Due Organization. 
WEST is a statutory trust created under the laws of Delaware, and each
WEST Group Member is a statutory trust duly created, a corporation duly
incorporated or a limited liability company duly formed, in its respective
jurisdiction of creation, incorporation or formation, as the case may be, in
each case with full power and authority to conduct its business; and none of
WEST or any other WEST Group Member is in liquidation, bankruptcy or suspension
of payments.


 


(b)                                 Special Purpose Status. 
WEST has not engaged in any activities since its organization (other
than those incidental to its organization and other appropriate trust steps and



 


115

















 


arrangements
for the payment of fees to, and director’s and officer’s insurance for, the
Controlling Trustees, the execution of the Related Documents to which it is a
party and the activities referred to in or contemplated by such agreements).


 


(c)                                  Non-Contravention. 
The transfer by Willis of its ownership interest in WEST Funding to WEST
pursuant to the Asset Transfer Agreement, the other transactions contemplated
by the Asset Transfer Agreement, the creation of the Initial Notes and the
issuance, execution and delivery of, and the compliance by WEST and each WEST
Group Member with the terms of each of the Related Documents and the Initial
Notes:


 


(i)                                     do
not at the Closing Date conflict with, or result in a breach of any of the
terms or provisions of, or constitute a default under, the constitutional
documents of WEST or the constitutional documents of any WEST Group Member or
with any existing law, rule or regulation applying to or affecting WEST or
any WEST Group Member or any judgment, order or decree of any government,
governmental body or court having jurisdiction over WEST or any WEST Group
Member; and


 


(ii)                                  do
not at the Closing Date infringe the terms of, or constitute a default under,
any deed, indenture, agreement or other instrument or obligation to which WEST
or any WEST Group Member is a party or by which any of them or any part of
their undertaking, assets, property or revenues are bound.


 


(d)                                 Due Authorization. 
The transfer by Willis of its ownership interest in WEST Funding to WEST
pursuant to the Asset Transfer Agreement, the other transactions contemplated
by the Asset Transfer Agreement, the creation, execution and issuance of the
Initial Notes, the execution and issue or delivery by WEST and each WEST Group
Member of the Related Documents executed by it and the performance by each of
them of their obligations to be assumed hereunder and thereunder and the
arrangements contemplated hereby and thereby to be performed by each of them
have been duly authorized by each of them.


 


(e)                                  Validity and Enforceability. 
This Indenture constitutes, and the Related Documents, when executed and
delivered and, in the case of the Initial Notes, when issued and authenticated,
will constitute valid, legally binding and (subject to general equitable
principles, insolvency, liquidation, reorganization and other laws of general
application relating to creditors’ rights or claims or to laws of prescription
or the concepts of materiality, reasonableness, good faith and fair dealing)
enforceable obligations of WEST and each WEST Group Member executing the same.


 


(f)                                    No Event of Default or Early
Amortization Event.  No Event of Default or Early Amortization
Event has occurred and is continuing and no event has occurred that with the
passage of time or notice or both would become an Event of Default or Early
Amortization Event.


 


(g)                                 No Encumbrances. 
Subject to the Security Interests created in favor of the Security
Trustee and except for Permitted Encumbrances, there exists no Encumbrance over
the assets or undertaking of WEST or any WEST Group Member which ranks prior to
or pari passu with the obligation to make
payments on the Initial Notes.


 


116
















 


(h)                                 No Consents. 
All consents, approvals, authorizations or other orders of all
regulatory authorities required (excluding any required by the other parties to
the Related Documents) for or in connection with the execution and performance
of the Related Documents by WEST and each WEST Group Member and the issuance
and performance of the Initial Notes and the offering of the Initial Notes by
WEST (other than any such consents, approvals, authorizations or other orders
that may be required in acquiring any Remaining Engines, including consents and
assignments) have been obtained and are in full force and effect and not
contingent upon fulfillment of any condition.


 


(i)                                     No Litigation. 
There is no claim, action, suit, investigation or proceeding pending
against, or to the knowledge of WEST, threatened against or affecting, WEST or
any WEST Group Member before any court or arbitrator or any governmental body,
agency or official which in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the transactions contemplated by this Indenture
(including the Exhibits and Schedules attached hereto) and/or the Related
Documents.


 


(j)                                     Employees, Subsidiaries. 
WEST and each WEST Group Member has no employees.  The lists set forth in Schedule 1, Schedule
2-1, Schedule 2-2 and Schedule 3 hereto constitute a true and complete list, as
of the date hereof, of all WEST Subsidiaries, together with their jurisdictions
of organization.


 


(k)                                  Ownership. 
WEST or a WEST Subsidiary is the beneficial owner of the Collateral free
from all Encumbrances and claims whatsoever other than Permitted Encumbrances.


 


(l)                                     No Filings. 
Under the laws of Delaware and New York (including U.S. federal law) in
force at the date hereof, it is not necessary or desirable that this Indenture
or any Related Document to which a WEST Group Member is a party (other than
evidences of the Security Interests) be filed, recorded or enrolled (other than
the filing of the Trust Agreement in Delaware and of the Engine Mortgages with
the FAA) with any court or other authority in any such jurisdictions or that
any stamp, registration or similar tax be paid on or in relation to this
Indenture or any of the other Related Documents in all material respects (other
than filings of UCC financing statements and the various consents and
agreements pursuant to the Security Trust Agreement).


 


(m)                               Other Representations.


 


The representations and warranties made by WEST and
each WEST Group Member in any of the other Related Documents are true and
accurate as of the date made.


 


(n)                                 Other Regulations. 
WEST is not an “investment company,” or an “affiliated person” of, or a “promoter”
or “principal underwriter” for, an “investment company,” as such terms are
defined in the Investment Company Act of 1940, as amended.


 


Section 5.02                                General
Covenants.


 


WEST covenants with the Indenture Trustee as follows:


 


117

















 


(a)                                  No Release of Obligations. 
WEST will not take, or knowingly permit any WEST Group Member to take,
any action which would amend, terminate (other than any termination in
connection with the replacement of such agreement on terms substantially no
less favorable to WEST than the agreement being terminated) or discharge or
prejudice the validity or effectiveness of this Indenture (other than as
permitted herein) or any other Related Document or permit any party to any such
document to be released from such obligations, except that; in each case, as
permitted or contemplated by the terms of such documents, and provided that such actions may be taken or permitted such
release may be permitted if WEST will have first obtained a Trustee Resolution
determining that such action, permitted action or release does not materially
affect the interests of the Noteholders and prior notice has been provided to
the Rating Agencies; and provided
further that, in any case, (i) WEST will not take any action which would
result in any amendment or modification to any conflicts standard or duty of
care in such agreements and (ii) there must be at all times an
Administrative Agent and a Servicer with respect to all Engines.


 


(b)                                 Encumbrances. 
WEST will not, and will not permit any WEST Group Member to, create,
incur, assume or suffer to exist any Encumbrance other than: (i) any
Permitted Encumbrance,  and (ii) any
other Encumbrance the validity or applicability of which is being contested in
good faith in appropriate proceedings by any WEST Group Member (and the
proceedings related to such Encumbrance or the continued existence of such Encumbrance
does not give rise to any reasonable likelihood of the sale, forfeiture or loss
of the asset affected by such Encumbrance) 
and for which such WEST Group Member maintains adequate cash reserves to
pay such Encumbrance.


 


(c)                                  Indebtedness. 
WEST will not, and will not permit any WEST Group Member to, incur,
create, issue, assume, guarantee or otherwise become liable for or with respect
to, or become responsible for the payment of, contingently or otherwise,
whether present or future, Indebtedness, other than:


 


(i)     Indebtedness
in respect of the Initial Notes;


 


(ii)                                  Indebtedness
in respect of any Additional Series of Warehouse Notes; provided that (A) a Rating Agency Confirmation with
respect to all Series of Notes Outstanding at such time is obtained prior
to the issuance of such Additional Series of Warehouse Notes, (B) the
net proceeds of such Warehouse Notes shall be applied only as Collections Loans
or Warehouse Loans, subject to the limitations of the applicable Supplement and
this Indenture, (C) such Additional Series of Warehouse Notes will be
cross-collateralized with all Secured Obligations by the Collateral under the
Security Trust Agreement, the Engine Mortgages and the Lease Security
Assignments, (D) no Event of Default shall have occurred and be continuing
at the time such Additional Series of Warehouse Notes is issued, and (E) the
conditions set forth in the last paragraph of this Section 5.02(c) are
satisfied;


 


(iii)                               Indebtedness
in respect of any Additional Series of Term Notes the proceeds of which
are to be used in a Refinancing or any other Indebtedness to be used for the
Repurchase of Notes as described in the first proviso to Section 5.02(d)(iii) hereof;
provided that (A) such Additional Series of
Term Notes or other Indebtedness receive 


 


118

















 


ratings from the Rating
Agencies at the close of such Refinancing or Repurchase equal to or higher than
those of the Series that is the subject of such Refinancing or Repurchase
(determined at the date such Additional Series of Term Notes are issued or
such Indebtedness is incurred), (B) taking into account such Refinancing
or Repurchase, a Rating Agency Confirmation is obtained prior to such
Refinancing or Repurchase with respect to each Series of Notes Outstanding
at such time, (C) the net proceeds of any such Additional Series of
Term Notes or other Indebtedness shall be applied only to repay the Redemption
Price of the Series of Notes that is the subject of such Refinancing or
Repurchase plus the Refinancing Expenses relating thereto, and (D) the
conditions set forth in the last paragraph of this Section 5.02(c) are
satisfied;


 


(iv)                              Indebtedness
in respect of any Additional Series of Term Notes the net proceeds of
which are applied to finance Permitted Additional Engine Acquisitions and/or
Discretionary Engine Modifications and to fund expenses related thereto; provided that (A) a Rating Agency Confirmation with
respect to all Series of Notes Outstanding at such time is obtained prior
to the issuance of such Additional Series of Term Notes, (B) the net
proceeds of such Additional Series of Term Notes shall be applied only for
the purposes specified above in this clause (iv), (C) such Additional Series of
Term Notes will be cross-collateralized with all Secured Obligations by the
Collateral under the Security Trust Agreement, the Engine Mortgages and the
Lease Security Assignments, and (D) no Event of Default shall have
occurred and be continuing, and (E) the conditions set forth in the last
paragraph of this Section 5.02(c) are satisfied;


 


(v)                              Indebtedness
in respect of guarantees by any WEST Group Member of any other WEST Group
Member, provided that no such Indebtedness shall
be incurred if it would materially adversely affect the Holders;


 


(vi)                              Unsecured
Indebtedness to each Seller of Engines under any Acquisition Agreement and any
related lease assignment and assumption agreement and the documents related
thereto;


 


(vii)                           Indebtedness
under currency and interest rate exchange transactions described in Section 5.02(f)(iv),
upon such terms and conditions as the Controlling Trustees see fit and within
limits and with providers meeting the requirements of this Indenture;


 


(viii)                        Indebtedness
under intercompany loans or any agreement between WEST or any of the WEST Group
Members (each, an “Intercompany Loan”);
provided that (A) the Indenture
Trustee shall have received a subordination agreement in form and substance
satisfactory to the Indenture Trustee, including pursuant to the Security Trust
Agreement, and (B) prior written notice of such Intercompany Loan shall
have been provided to the Senior Liquidity Provider;


 


(ix)                                Indebtedness of WEST under the Senior
Liquidity Facility and any Replacement Liquidity Facility entered into in
accordance with Section 3.20(f).


 


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Each Additional Series of Notes issued pursuant
to clause (ii), clause (iii) or clause (iv) above shall also satisfy
the following conditions:


 


(x)                                   Such
Additional Series of Notes (1) 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 (2) if not amortized on a level
basis, (i) shall have a weighted average life that is less than the
Remaining Weighted Average Life of any Series of Notes then Outstanding
and (ii) shall provide for Minimum Principal Payment Amounts and Scheduled
Principal Payment Amounts during the period of such Remaining Weighted Average
Life that are more than the Minimum Principal Payment Amounts and Scheduled
Principal Payment Amounts, respectively, that would be payable under the level amortization
described in clause (1), provided that (A) the
foregoing requirements shall not apply to any Series of Additional Notes
that are Warehouse Notes prior to the occurrence of a Conversion Event with
respect to such Additional Notes and (B) satisfaction of the foregoing
requirements with respect to any Series of Additional Notes that are
Warehouse Notes shall be determined as of the date of a Conversion Event with
respect to such Warehouse Notes; and


 


(y)                                 as
of the Series Issuance Date for such Additional Series, the percentage of
Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value)
shall not exceed *** during the period beginning on the Initial Closing Date
and ending on the fourth (4th) anniversary of the Initial Closing Date, ***
during the period beginning on (but excluding) the fourth (4th) anniversary of
the Initial Closing Date and ending on the tenth (10th) anniversary of the Initial Closing
Date, and *** thereafter.


 


(d)                                 Restricted Payments. 
WEST will not, and will not permit any other WEST Group Member to, (i) declare
or pay any dividend or make any distribution on its Stock held by Persons other
than any WEST Group Member; provided that,
so long as no Event of Default shall have occurred and be continuing and to the
extent there are available funds therefor in the Collections Account on the
applicable Payment Date, WEST may make payments on the Beneficial Interest
Certificates to the extent of the aggregate amount of distributions made to
WEST pursuant to Section 3.14 hereof or any Supplement relating to a Series of
Notes; (ii) purchase, redeem, retire or otherwise acquire for value any
Beneficial Interest in WEST or any shares of Stock in any WEST Group Member
held by or on behalf of Persons other than any WEST Group Member or any
Permitted Holder; (iii) make any interest, principal or premium, if any,
payment on the Notes or make any voluntary or optional repurchase, defeasance
or other acquisition or retirement for value of Indebtedness of WEST or any
other WEST Group Member that is not owed to a Person other than any WEST Group
Member other than in accordance with the Notes and this Indenture or the
Related Documents; provided that
WEST may repurchase, defease or otherwise acquire or retire any of the Notes
from a source other than from Collections (other than that portion of
Collections that would otherwise be distributable to WEST in accordance with Section 3.14
hereof) so long as any additional Series of Notes of WEST issued in
connection with such transactions have been issued in accordance with the terms
of this 


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


120

















 


Indenture,
and provided, further,
that WEST may pay a Consent Fee with the approval of a Special Majority of the
Controlling Trustees, provided that
such Consent Fee is not materially adverse to the Noteholders; or (iv) make
any investments, other than Permitted Investments and investments permitted
under Section 5.02(f) hereof.


 


The term “investment” for
purposes of the above restriction means any loan or advance to a Person, any
purchase or other acquisition of any Stock or Indebtedness of such Person, any
capital contribution to such Person or any other investment in such Person.


 


(e)                                  Limitation on Dividends and Other
Payments.  WEST will not, and will not permit any WEST
Group Member to, create or otherwise suffer to exist any consensual limitation
or restriction of any kind on the ability of WEST or any WEST Group Member to (i) declare
or pay dividends or make any other distributions permitted by Applicable Law,
or purchase, redeem or otherwise acquire for value, any Beneficial Interest in
WEST or the Stock of any such WEST Group Member, as the case may be; (ii) pay
any Indebtedness owed to WEST or such WEST Group Member; (iii) make loans
or advances to WEST or such WEST Group Member; or (iv) transfer any of its
property or assets to WEST or any other WEST Group Member.


 


(f)                                    Business Activities. 
WEST will not, and will not permit any WEST Group Member to, engage in
any business or activity other than:


 


(i)                                     purchasing
or otherwise acquiring (subject to the limitations on acquisitions of Engines
described below), owning, holding, converting, maintaining, modifying,
managing, operating, leasing, re-leasing and (subject to the limitations on
sales of Engines described below) selling or otherwise disposing of the Engines
(or related Engine Interests) and entering into all contracts and engaging in
all related activities incidental thereto, including from time to time
accepting, exchanging, holding or permitting any WEST Subsidiary to accept,
exchange or hold promissory notes, contingent payment obligations or equity
interests of Lessees or their Affiliates issued in connection with the
bankruptcy, reorganization or other similar process, or in settlement of
delinquent obligations or obligations anticipated to be delinquent of such
Lessees or their respective Affiliates in the ordinary course of business (an “Allowed Restructuring”);


 


(ii)                                  providing
loans to, and guaranteeing or otherwise supporting the obligations and
liabilities of any WEST Group Member; provided, that written notification shall have been given to each Rating Agency and
the Senior Liquidity Provider of such loan, guarantee or other support; provided, further, that no such notice shall be required for
any guarantee provided by a WEST Group Member with respect to any obligations
of another WEST Group Member in respect of the lease, purchase, maintenance,
modification, refurbishment, repair or sale of any Engine or otherwise in the
ordinary course of the aircraft engine operating lease business;


 


(iii)                               financing
or refinancing the business activities described in clause (i) of this Section 5.02(f) through
the offer, sale and issuance of one or more Series of Notes (subject to
the limitations of this Indenture) and any other securities of WEST, upon such
terms and conditions as the Controlling Trustees see fit, for cash or in
payment 


 


121

















 


or in partial payment for any
property purchased or otherwise acquired by any WEST Group Member;


 


(iv)                              engaging
in currency and interest rate exchange transactions for the purposes of
avoiding, reducing, minimizing, hedging against or otherwise managing the risk
of any loss, cost, expense or liability arising, or which may arise, directly
or indirectly, from any change or changes in any interest rate or currency exchange
rate or in the price or value of the property or assets of WEST or any WEST
Group Member, upon such terms and conditions as the Controlling Trustees see
fit and within limits and with providers specified in this Indenture, including
but not limited to dealings, whether involving purchases, sales or otherwise,
in foreign currency, spot and forward interest rate exchange contracts, forward
interest rate agreements, caps, floors and collars, futures, options, swaps and
any other currency, interest rate and other similar hedging arrangements and
such other instruments as are similar to, or derivatives of, any of the
foregoing, but in any event not for speculative purposes;


 


(v)                                 (A) subject
to the other limitations of this Indenture, establishing, promoting and aiding
in promoting, constituting, forming or organizing companies, trusts,
syndicates, partnerships or other entities of all kinds in any part of the
world for the purposes set forth in clause (i) of this Section 5.02(f),
(B) acquiring, holding and disposing of shares, securities and other
interests in any such trust, company, syndicate, partnership or other entity
and (C) disposing of shares, securities and other interests in, or causing
the dissolution of, any WEST Group Member; provided that
any such disposition which results in the disposition of an Engine meets the
requirements for a Permitted Engine Disposition, provided,
further, that written notice shall have been given to the Senior
Liquidity Provider that such company, trust, syndicate, partnership or other
entity (other than an Engine Trust) has been established in compliance with the
Indenture;


 


(vi)                              purchasing,
acquiring, surrendering and assigning policies of insurance and assurances with
any insurance company or companies which WEST or any WEST Group Member
determines to be necessary or appropriate to comply with this Indenture and to
pay the premiums thereon; and


 


(vii)                           taking
any action that is incidental to, or necessary to effect, any of the actions or
activities set forth above.


 


(g)                                 Limitation on Consolidation, Merger
and Transfer of Assets.  WEST will not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of its property and assets (as an entirety or substantially
an entirety in one transaction or in a series of related transactions) to, any
other Person, or permit any other Person to merge with or into WEST (any such
consolidation, merge sale or disposition, a “Merger
Transaction”), unless:


 


(i)                                     the
resulting entity is a special purpose entity, the charter of which is
substantially similar to the Trust Agreement, and, after such Merger
Transaction, payments from such resulting entity to the Noteholders do not give
rise to any withholding tax payments less favorable to the Noteholders than the
amount of any withholding tax payments which would have been required had such
Merger Transaction 


 


122

















 


not occurred and such entity is
not subject to taxation as a corporation or an association or a publicly traded
partnership taxable as a corporation;


 


(ii)                                  (A) such
Merger Transaction has been unanimously approved by the Controlling Trustees
and (B) the surviving successor or transferee entity shall expressly
assume all of the obligations of WEST under this Indenture, the Notes and each
other Related Document to which WEST is then a party (with, in the case of a
transfer only, WEST thereupon being released);


 


(iii)                               both
before, and immediately after giving effect to such Merger Transaction, no
Concentration Violation, Senior Borrowing Base Deficiency, Junior Asset Base
Deficiency, Maximum Borrowing Base Deficiency, Event of Default or Early
Amortization Event shall have occurred and be continuing;


 


(iv)                              each
of (A) a Rating Agency Confirmation, (B) the Consent of the Control
Party for each Series of Series B Notes, and (C) the prior
written consent of the Senior Liquidity Provider has been obtained with respect
to such Merger Transaction;


 


(v)                                 for
U.S. Federal income tax purposes, such Merger Transaction does not result in
the recognition of gain or loss by any Noteholder; and


 


(vi)                              WEST
delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel, in each case stating that such Merger Transaction complies with the
above criteria and, if applicable, Section 5.03(a) hereof and that
all conditions precedent provided for herein relating to such transaction have
been complied with.


 


(h)                                 Limitation on Transactions with
Affiliates.  WEST will not, and will not permit any WEST
Group Member to, directly or indirectly, enter into, renew or extend any
transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any
Affiliate of WEST or any WEST Group Member, except upon fair and reasonable
terms no less favorable to WEST or such WEST Group Member than could be
obtained, at the time of such transaction or at the time of the execution of
the agreement providing therefor, in a comparable arm’s-length transaction with
a Person that is not such an Affiliate, provided, that
the foregoing restriction does not limit or apply to the following:


 


(i)                                     any
transaction in connection with the establishment of WEST, its acquisition of
WEST Funding and the Initial Engines (or related Engine Trusts) or pursuant to
the terms of the Related Documents;


 


(ii)                                  any
transaction within and among WEST or any WEST Group Member; provided that no such transaction, other than among WEST and
any WEST Group Member, shall be consummated if such transaction would
materially adversely affect the Noteholders;


 


(iii)                               the
payment of reasonable and customary regular fees to, and the provision of
reasonable and customary liability insurance in respect of, the Controlling
Trustees;


 


123

















 


(iv)                              any
payments on or with respect to the Notes or the Beneficial Interest
Certificates in accordance with Section 3.14 of this Indenture and the
Trust Agreement;


 


(v)                                 any
acquisition of Additional Engines or any Permitted Engine Acquisition complying
with Section 5.03(b) hereof;


 


(vi)                              any
transaction involving the pooling of Engines, provided
that (A) such transaction shall be on an arm’s length basis and shall have
been approved by a unanimous vote of the Controlling Trustees and (B) the
Lien of the Security Trustee in the Engine subject to such pooling arrangement
shall not be adversely affected;


 


(vii)                           any
payments of the types referred to in clause (i) or (ii) of Section 5.02(d) hereof
and not prohibited thereunder; or


 


(viii)                        sale of
Engines or any WEST Subsidiary as part of a single transaction providing for
the redemption or defeasance of the Notes in accordance with the terms of this
Indenture.


 


(i)                                     Limitation on the Issuance, Delivery
and Sale of Equity Interests.  Except as expressly
permitted by the Trust Agreement, WEST will not (i) issue, deliver or sell
any Stock or (ii) sell, or permit any WEST Group Member, directly or
indirectly, to issue, deliver or sell, any Stock (in each case, however
designated, whether voting or non-voting, other than the Beneficial Interests
in WEST existing on the Closing Date), except for the following:


 


(i)                                     the
issuances, sale, delivery, transfer or pledge of Stock of any WEST Group Member
to or for the benefit of any WEST Group Member;


 


(ii)                                  issuances
or sales of any Additional Certificates the proceeds of which are applied to
finance Permitted Engine Acquisitions or to fund Discretionary Engine
Modifications, as the case may be;


 


(iii)                               issuances
or sales of shares of Stock of any foreign WEST Group Member to nationals in
the jurisdiction of incorporation or organization of such WEST Subsidiary, as
the case may be, to the extent required by Applicable Law or necessary in the
determination of the Controlling Trustees to avoid adverse tax consequences or
to facilitate the registration or leasing of Engines (any such holder, a “Permitted Holder”);


 


(iv)                              the
pledge of the Stock in WEST Group Members pursuant to the Security Trust
Agreement;


 


(v)                                 the
sale of any Stock of any WEST Group Member in order to effect the sale of all
Engines owned by such WEST Group Member in a Permitted Engine Disposition;


 


(vi)                              the
issuance of Additional Certificates to the holders of the Beneficial Interest
Certificates (or their nominees) to the extent such holders of the Beneficial
Interest Certificates provide funds to WEST with which to effect a redemption 


 


124

















 


or discharge of the Notes upon
any acceleration of the Notes, provided that
WEST may accept additional equity contributions from the holders of the
Beneficial Interest Certificates in proportion to their interests to be used
for the foregoing purposes without issuing Additional Certificates; and


 


(vii)                           Notwithstanding
the foregoing, no issuance, delivery, sale, transfer or other disposition of
any equity interest in WEST or any WEST Group Member will be effective, and any
such issuance, delivery, sale transfer or other disposition will be void ab initio, if it would result in WEST or such WEST Group
Member being classified as an association (or a publicly traded partnership)
taxable as a corporation for U.S. federal income tax purposes.


 


(j)                                     Bankruptcy and Insolvency. 
WEST will promptly provide the Indenture Trustee, the Senior Liquidity
Provider and the Rating Agencies with written notice of the institution of any
proceeding by or against WEST or any other WEST Group Member, as the case may
be, seeking to adjudicate any of them a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of their debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar official
for either or for any substantial part of their property.  WEST will not take any action to waive,
repeal, amend, vary, supplement or otherwise modify its charter documents or
any provision of the Trust Agreement or permit any WEST Group Member to do so
to any of its charter documents that would adversely affect the rights,
privileges or preferences of any Noteholder, as evidenced by a unanimous
written resolution of the Controlling Trustees and the Independent Controlling
Trustee and a Rating Agency Confirmation. 
WEST will not, without an affirmative unanimous written resolution of
the Controlling Trustees and the Independent Controlling Trustee and a Rating
Agency Confirmation, take any action to waive, repeal, amend, vary, supplement
or otherwise modify the provision of the Trust Agreement which requires a
unanimous resolution of the Controlling Trustees and the Independent
Controlling Trustee, or limits the actions of Beneficial Interest holders, with
respect to voluntary insolvency proceedings or consents to involuntary
insolvency proceedings.


 


(k)                                  Payment of Principal, Premium, if
any, and Interest.  WEST will duly and punctually pay the
principal, premium, if any, and interest on the Notes in accordance with the
terms of this Indenture and the applicable Supplement and Notes.


 


(l)                                     Limitation on Employees. 
WEST will not, and will not permit any WEST Group Member to, employ or
maintain any employees other than as required by any provisions of local
law.  Trustees and directors shall not be
deemed to be employees for purposes of this Section 5.02(l).


 


(m)                               Hedging Agreement.


 


(i)                                     WEST
will maintain, directly or through one or more WEST Group Members, one or more
Interest Rate Hedge Agreements and will use commercially reasonable efforts to
maintain such Interest Rate Hedge Agreements in an aggregate notional balance
that is not less than the Minimum Required Hedge Amount 


 


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nor more than the Maximum
Required Hedge Amount, and that will obligate WEST or the applicable Eligible
Hedge Counterparty to make a Periodic Hedge Payment on each Payment Date.  Any Hedge Payments from an Eligible Hedge
Counterparty (including Hedge Termination Payments) shall be deposited by WEST
directly into the Collections Account, and any Hedge Payment due from WEST
(including Hedge Termination Payments) will be made to the extent of the
Available Collections Amount as provided in Section 3.14.


 


(ii)                                  WEST
will maintain, directly or through one or more WEST Group Members, Currency
Hedge Agreements in the event that the aggregate Adjusted Borrowing Value of
Engines subject to Leases under which Lease Payments are denominated in a
currency other than Dollars exceeds five percent (5%) of the Aggregate Adjusted
Borrowing Value.


 


(iii)                               Nothing
contained in this section shall otherwise limit the ability of WEST to enter
into interest rate caps or collars with respect to Engines that are then
subject to Hedged Leases.


 


(n)                                 Delivery of Rule 144A
Information.  To permit compliance with Rule 144A in
connection with offers and sales of Notes, WEST will promptly furnish upon
request of a holder of a Note to such holder and a prospective purchaser
designated by such holder, the information required to be delivered under Rule 144A(d)(4) if
at the time of such request WEST is not a reporting company under Section 13
or Section 15(d) of the Exchange Act.


 


(o)                                 Administrative Agent. 
If at any time, there is not a Person acting as Administrative Agent,
WEST shall promptly appoint a qualified Person to perform any duties under this
Indenture that the Administrative Agent is obligated to perform until a
replacement Administrative Agent assumes the duties of the Administrative
Agent.


 


Section 5.03                                Portfolio
Covenants.


 


WEST covenants with the Indenture Trustee as follows:


 


(a)                                  Engine Dispositions. 
WEST will not, and will not permit any other WEST Group Member to, sell,
transfer or otherwise dispose of any Engine or any interest therein, including
any interest in an Engine Subsidiary or an Engine Trust, except that WEST and
each other WEST Group Member may sell, transfer or otherwise dispose of or part
with possession of (i) any Parts, or (ii) one or more Engines, an
Engine Interest or an Engine Subsidiary, as follows (any such sale, transfer or
disposition described in clause (i), (ii) or (iii) of this Section 5.03(a),
a “Permitted Engine Disposition”):


 


(i)                                     An
Engine Disposition pursuant to a purchase option or other agreements of a
similar character (i) existing on the Closing Date in the case of the Initial
Engines and, with respect to any Additional Engine on the date acquired by WEST
or any WEST Subsidiary and (ii) granted to any Lessee under or in
connection with a Lease of an Engine, provided that
the purchase price under such purchase option with respect to such Engine is
not less than the projected Adjusted Borrowing Value of such Engine as of the
date such purchase option is exercisable;


 


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(ii)                                  An
Engine Disposition within or among WEST and the WEST Subsidiaries without
limitation, and among WEST and/or any WEST Subsidiary and any other WEST Group
Member; provided that such sale, transfer or
disposition may be made only to WEST or any WEST Subsidiary if such sale,
transfer or other disposition, in the determination by a Special Majority of
the Controlling Trustees, would not materially adversely affect the Holders;
and,  provided, further, that written notification shall have been given to
each Rating Agency of such sale, transfer or disposition;


 


(iii)                               An
Engine Disposition pursuant to receipt of insurance proceeds in connection with
the Total Loss of an Engine; or


 


(iv)                              An
Engine Disposition in the ordinary course of business (other than an Engine
Disposition as a result of a Total Loss) so long as (A) such sale,
transfer or disposition does not result in a Concentration Violation (taking
into account the Concentration Variance Limits), a Senior Borrowing Base
Deficiency, a Junior Borrowing Base Deficiency or a Maximum Borrowing Base
Deficiency, (B) the Net Sale Proceeds to be received by WEST and its
Subsidiaries from such Engine Disposition are deposited, at the election of the
Controlling Trustees, into (x) a Qualified Escrow Account maintained by a
Qualified Intermediary, or (y) the Engine Replacement Account, or (z) the
Collections Account, (C) the sum of the Adjusted Borrowing Values of all
Engines sold by WEST and WEST Subsidiaries, including sales of Engines in
connection with a Replacement Exchange but excluding any Engine Disposition
(whether or not in connection with a Replacement Exchange) resulting from a
Total Loss or any Engine Disposition with respect to a JT8D-200 Engine, in any
twelve (12) month period does not exceed *** of the average Aggregate Adjusted
Borrowing Value during the twelve (12) month period ending on the date of such
Engine Disposition, and (D) such sale, transfer or disposition has been
approved by a Special Majority of the Controlling Trustees.


 


(b)                                 Engine Acquisitions. 
WEST will not, and will cause each WEST Group Member not to, purchase or
otherwise acquire an Engine (or an interest therein) other than the Initial
Engines or any interest therein, except that, subject to the approval of a
Special Majority of the Controlling Trustees, WEST and any WEST Group Member will
be permitted to:  (i) purchase or
otherwise acquire, directly or indirectly, Additional Engines in connection
with any Replacement Exchange, (ii) acquire one or more Additional Engines
pursuant to a capital contribution from the Beneficial Owner permitted by Section 5.02(i)(ii),
(iii)  purchase or otherwise acquire, directly or indirectly, Additional
Engines with the proceeds of the issuance of Additional Notes, Additional
Certificates, or advances made under the Warehouse Series from time to
time, (iv) purchase or otherwise acquire Additional Engines with Engine
Reserve Excess Amounts deposited in the Engine Acquisition Account or (v) any
combination of the transactions described in clauses (ii), (iii) and (iv),
so long as the following requirements are satisfied:


 


(i)                                     no
Event of Default, Early Amortization Event, Senior Borrowing Base Deficiency,
Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency shall
have occurred and be continuing or would result therefrom;


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


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(ii)                                  the
acquisition does not result in a Concentration Violation (without regard to the
Concentration Variance Limits) and shall not cause the percentage of Engines
not on lease (measured by Adjusted Borrowing Value) to exceed ***;


 


(iii)                               the
Purchase Price for such Engine does not exceed an amount equal to the excess of
(x) its then Appraised Value, minus (y) any Maintenance Reserve
Payments transferred to WEST or such WEST Group Member in connection with such
sale;


 


(iv)                              the
Additional Engine acquired must have an Appraised Value, determined not more
than six (6) months prior to its acquisition by WEST or any WEST Group
Member;


 


(v)                                 the
purchase or other acquisition of such Additional Engine has been approved by a
Special Majority of the Controlling Trustees;


 


(vi)                              such
purchase or acquisition shall not cause the percentage of Off-Production
Engines in the Portfolio (measured by Adjusted Borrowing Value) to exceed ***
during the period beginning on the Initial Closing Date and ending on the
fourth (4th) anniversary
of the Initial Closing Date and *** thereafter; and


 


(vii)                           if two
or more Engines are being acquired in one or more related transactions, the
foregoing requirements shall be determined on an aggregate basis (any such
purchase or acquisition satisfying all of the foregoing conditions (i) through
(vii), a “Permitted Engine Acquisition”).


 


(c)                                  Modification Payments and Capital
Expenditures.  WEST will not, and will not permit any WEST
Subsidiary to, make any capital expenditures for the purpose of effecting any
optional improvement or modification of any Engine, except that any WEST or any
WEST Subsidiary may make Mandatory Engine Modifications and Discretionary
Engine Modifications, in each case upon obtaining a Trustee Resolution
authorizing such Mandatory Engine Modifications or Discretionary Engine
Modifications and subject to the following limitations on the manner in which
such Mandatory Engine Modifications and Discretionary Engine Modifications may
be funded:


 


(i)                                     Mandatory
Engine Modifications may be funded out of (A) that portion of the Balance
in the Engine Reserve Account that does not consist of Segregated Funds, and (B) to
the extent that the amounts set forth in (A) are not sufficient to pay
such amounts in full, out of the Available Collections Amount to the extent
provided in Section 3.14; and


 


(ii)                                  Discretionary
Engine Modifications may be funded from (A) advances under any Series of
Warehouse Notes then outstanding (subject to the terms of the related
Supplement), (B) in a Replacement Exchange from the proceeds of a
Permitted Engine Disposition only to fund Qualified Engine Modifications, (C) proceeds
from the issuance of Additional Series of Notes issued for that purpose
under the Indenture and/or the proceeds from the issuance of Additional
Certificates issued for that purpose and (D) Engine Reserve Excess Amounts
deposited in the Engine Acquisition 


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 


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Account, provided
that in the case of any Discretionary Engine Modification, the Controlling
Trustees shall have determined that there is expected to be a proportionate
increase in the value or marketability of an Engine as a result of such
Discretionary Engine Modification.


 


(d)                                 Leases.


 


(i)                                     WEST
will not surrender possession of any Engine to any Person that is not a WEST
Group Member other than for purposes of maintenance or overhaul or pursuant to
a Lease that includes the Core Lease Provisions.


 


(ii)                                  WEST
will, and will cause the Servicer in general to use its pro forma lease
agreement or agreements, as such pro forma lease agreement or agreements may be
revised for purposes of WEST specifically or generally from time to time by the
Servicer or the Back-Up Servicer, if applicable (collectively, the “Pro Forma Lease”), for use by the Servicer on behalf of WEST
or any other WEST Group Member as a starting point in the negotiation of Future
Leases with Persons who are not WEST Group Members or any of their respective
Affiliates.  However, with respect to any
Future Lease entered into in connection with (x) the renewal or extension
of a Lease, (y) the leasing of an Engine to a Person that is or was a
Lessee under a pre-existing Lease, or (z) the leasing of an Engine to a
Person that is or was a Lessee under an operating lease of an engine that is
being managed or serviced by the Servicer (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to
such pre-existing Lease or operating lease (a “Precedent
Lease”), as the case may be, may be used by the Servicer, in lieu of
the Pro Forma Lease on behalf of WEST or any other WEST Group Member as a
starting point in the negotiation of such Future Lease with Persons who are not
a WEST Group Member or any of their respective Affiliates. The terms of the Pro
Forma Lease may be revised from time to time by the Servicer or Back-Up
Servicer, provided that any such revisions shall be
consistent with the Core Lease Provisions.


 


(iii)                               WEST
may enter into, and permit any other WEST Group Member to enter into, any
Future Lease for which Lease Payments are denominated in a currency other than
Dollars, provided that, if the aggregate Adjusted
Borrowing Value of Engines on Leases with any such currency is in excess of
five percent (5%) of the Aggregate Adjusted Borrowing Value, WEST shall enter
into appropriate Currency Hedge Agreements.


 


(iv)                              WEST
may not enter into, and will not permit any other WEST Group Member to enter
into, any Future Lease with any Person that is not a WEST Group Member or any
of their Affiliates, unless, upon entering into such Future Lease (or within a
commercially reasonable period thereafter), the Controlling Trustees obtain
such legal opinions, if any, with regard to enforceability of the Future Lease
and such other matters customary for such transactions to the extent that
receiving such legal opinions is consistent with the reasonable commercial
practice of leading international aircraft engine operating lessors.


 


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(e)                                  Concentration Limits; PRI. 
Subject to the Concentration Variance Limits, if applicable, WEST will
not, and will not permit any WEST Group Member to, sell, purchase, lease or
otherwise take any action with respect to any Engine if entering into such
proposed sale, purchase, lease or other action would cause the Portfolio to
exceed any of the Concentration Limits, unless WEST shall have obtained a Rating
Agency Confirmation with respect to such sale, purchase or lease or other
action.  Any WEST Group Member may
dispose of an Engine or lease or re-lease an Engine that results in the
Portfolio exceeding any single Concentration Limit on Lessee locations by up to
two percentage points (2%) for a period of not more than six (6) months
and exceeding all such Concentration Limits by not more than four percentage
points (4%) in the aggregate at any one time (the “Concentration
Variance Limits”).  In
addition, WEST will not, and will not permit any WEST Group Member to lease or
re-lease Engines to Lessees who are based in, or habitually operate or intend
to operate Engines in a jurisdiction set forth in clause (b) of the PRI
Guidelines unless WEST or such WEST Group Member obtains Engine repossession
insurance in respect of such jurisdiction for such Engines.  WEST may amend the Concentration Limits
pursuant to a resolution approved by a Special Majority of the Controlling
Trustees, subject to the receipt of a Rating Agency Confirmation.


 


WEST shall not permit
any WEST Group Member to (i) lease (including any renewal or extension of
any existing Lease) any Engine to any Lessee habitually based or domiciled in
any of the jurisdictions set forth as “Prohibited” in clause (a) of the
PRI Guidelines, as amended from time to time upon the receipt of a Rating
Agency Confirmation (each such jurisdiction, a “Prohibited
Country”), (ii) enter into any Lease (including any renewal or
extension of any existing Lease) that expressly permits the Lessee to sublease
an Engine to a sublessee habitually based or domiciled in a Prohibited Country,
or (iii) consent to a sublease of an Engine to a sublessee habitually
based or domiciled in a Prohibited Country.


 


(f)                                    Appraisal of Engines. 
WEST will, at least once each year and in no event later than March 31st
of each year (each such date on which an Appraisal is delivered, an “Appraisal Date”), commencing in 2006, deliver to the
Indenture Trustee and publish in the next Monthly Report (with no obligation of
review or inquiry on the part of the Indenture Trustee) the Annual Appraised
Value of each of the Engines in the Portfolio, based on Appraisals from at
least three (3) Appraisers, each such Appraisal to be dated within thirty
(30) days prior to its delivery.


 


(g)                                 Mortgages. 
WEST shall cause each WEST Subsidiary that owns an Engine to execute and
deliver an Engine Mortgage in favor of the Security Trustee and to file such
Engine Mortgage with the FAA and take such other actions
as are contemplated by the Engine Mortgage to perfect the security interest of
the Security Trustee in such Engine, including registration of the
International Interest constituted by such Engine Mortgage with the
International Registry.


 


Section 5.04                                Operating
Covenants.


 


WEST covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to
the Engines shall not be deemed to have been breached by virtue of any act or
omission of a Lessee or sub-lessee, or of any Person which has possession of an
Engine for the purpose of repairs, maintenance, modification or storage, or by
virtue of any 


 


130

















 


requisition, seizure, or
confiscation of an Engine (other than seizure or confiscation arising from a
breach by WEST or any other WEST Group Member of such covenant) (each, a “Third Party Event”), so long as (i) neither WEST nor
any other WEST Group Member consents or has consented to such Third Party
Event; and (ii) WEST or any other WEST Group Member which is the lessor or
owner of such Engine promptly and diligently takes such commercially reasonable
actions as a leading international engine operating lessor would reasonably
take in respect of such Third Party Event, including, as deemed appropriate
(taking into account, among other things, the laws of the jurisdiction in which
such Engine is located), seeking to compel such Lessee or other relevant Person
to remedy such Third Party Event or seeking to repossess the relevant Engine:


 


(a)                                  Ownership. 
WEST will, and shall cause each WEST Subsidiary to, (i) on all
occasions on which the ownership of each Engine is relevant, make it clear to
third parties that title to the same is held by WEST or a WEST Subsidiary, as
the case may be, and (ii) not do, or knowingly permit to be done, or omit,
or knowingly permit to be omitted, any act or thing which might reasonably be
expected to jeopardize the rights of WEST or any WEST Subsidiary as owner of
each Engine, except as contemplated by the Related Documents.


 


(b)                                 Compliance with Law; Maintenance of
Permits.  WEST will (i) comply, and cause each
WEST Subsidiary to comply, in all material respects with all Applicable Laws, (ii) obtain,
and cause each WEST Subsidiary to obtain, all material governmental (including
regulatory) registrations, certificates, licenses, permits and authorizations
required for the use and operation of the Engines owned by it, (iii) not
cause or knowingly permit, directly or indirectly, through any WEST Subsidiary,
any Lessee to operate any Engine under any Lease in any material respect
contrary to any Applicable Law, and (iv) not knowingly permit, directly or
indirectly, through any WEST Subsidiary, any Lessee not to obtain all material
governmental (including regulatory) registrations, certificates, licenses,
permits and authorizations required for such Lessee’s use and operation of any
Engine under any operating Lease.


 


(c)                                  Forfeiture. 
WEST will not do anything, and will cause each WEST Subsidiary not to do
anything, and will not knowingly permit, directly or indirectly, through any
WEST Subsidiary, any Lessee to do anything, which may reasonably be expected to
expose any Engine to forfeiture, impoundment, detention, appropriation, damage
or destruction (other than any forfeiture, impoundment, detention or
appropriation which is being contested in good faith by appropriate proceedings
if (i) adequate resources have been made available by WEST or a WEST
Subsidiary or the applicable Lessee for any payment which may arise or be
required in connection with such forfeiture, impounding, detention or
appropriation or proceedings taken in respect thereof, and (ii) such
forfeiture, impounding, detention or appropriation or the continued existence
thereof does not give rise to any material likelihood of the assets to which
such forfeiture, impounding, detention or appropriation relates or any interest
in such assets being sold, permanently forfeited or otherwise lost).  In the event of a forfeiture, impoundment,
detention or appropriation of such Engine not constituting a Total Loss, WEST
will, or shall cause each WEST Subsidiary to, use all commercially reasonable
efforts to obtain the immediate release of such Engine.


 


(d)                                 Engine Reserve Minimum Balance. 
WEST will deliver to the Indenture Trustee (with no obligation of review
or inquiry on the part of the Indenture Trustee) (x) the 


 


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Maintenance
Reserve Appraisal on or prior to the Effective Date, with respect to the
Engines in the Portfolio as of the Effective Date, (y) an annual
Maintenance Reserve Evaluation between January 1 and March 31 of each
year, with respect to the Engines in the Portfolio on January 1 of such
year and (z) a Maintenance Reserve Evaluation in connection with the
issuance of an Additional Series of Term Notes the proceeds of which are
to be used to acquire Additional Engines, with respect to such Additional
Engines and the Engines in the Portfolio as of the Series Issuance Date
for such Additional Series.


 


(i)                                     Promptly
after receiving each Maintenance Reserve Evaluation, if such Maintenance
Reserve Evaluation indicates that there will be any Maintenance Reserve
Deficits during the Relevant Evaluation Period, WEST shall cause the
Administrative Agent to determine (by the Effective Date, in the case of the
Maintenance Reserve Evaluation described in clause (x) above, promptly and
in no event later than the end of the first calendar quarter, in the case of
the annual Maintenance Reserve Evaluation, and prior to the issuance of such
Additional Series, in the case of a Maintenance Reserve Evaluation issued in
connection with such issuance) the following:


 


(A)                                          the amount, if any, that, if the
Balance in the Engine Reserve Account were maintained at not less than the sum
of such amount (an “MRE Balance Increment”)
and the Engine Reserve Minimum Balance during the Relevant Evaluation Period,
would result in all such Maintenance Reserve Deficits being eliminated (without
making any Engine Reserve Deposits, as described in clause (B) below), and


 


(B)                                            if the addition of an MRE Balance
Increment to the minimum Balance required to be maintained in the Engine
Reserve Account would not eliminate all such Maintenance Reserve Deficits
(i.e., there are Maintenance Reserve Deficits during the Relevant Evaluation
Period even if no amounts are transferred from the Engine Reserve Account to
the Engine Acquisition Account during the Relevant Evaluation Period), the
amount (the “Engine Reserve Deposit”) that, if
deposited in the Engine Reserve Account out of the Available Collections Amount
on each Payment Date during the period beginning on the first Payment Date
after the determination in this clause (i)(B) and ending on the last
Payment Date on which any such Maintenance Reserve Deficit is projected, would
eliminate all such Maintenance Reserve Deficits, assuming that no amounts are
transferred from the Engine Reserve Account to the Engine Acquisition Account
during the Relevant Evaluation Period.


 


(ii)                                  The
Engine Reserve Minimum Balance shall be equal to the Engine Reserve Required
Amount determined in the Maintenance Reserve Appraisal from the Effective Date
until the Engine Reserve Minimum Balance set forth in the first Maintenance
Reserve Evaluation after the Effective Date becomes effective, as provided in
the next sentence. The Engine Reserve Minimum Balance set forth in each
Maintenance Reserve Evaluation shall become effective on the first Payment Date
after the Indenture Trustee receives such Maintenance Reserve Evaluation and shall
remain effective until the first Payment Date after the Indenture Trustee
receives the next Maintenance Reserve Evaluation.  The MRE Balance Increment, if any, and the
Engine 


 


132

















 


Reserve Deposit, if any,
determined pursuant to clause (i) shall become effective on the first
Payment Date after the Administrative Agent makes such determinations and shall
remain effective until they are re-determined in accordance with clause (i) in
respect of the next Maintenance Reserve Evaluation, at which time the MRE
Balance Increment and the Engine Reserve Deposit may be increased or decreased
or eliminated, as appropriate, by the Administrative Agent on behalf of WEST as
a result of such re-determination.  WEST
shall cause the Administrative Agent to inform the Indenture Trustee of any
such increase or decrease.


 


(e)                                  Maintenance of Assets. 
WEST will, with respect to each Engine under Lease, cause, directly or
indirectly, through any WEST Subsidiary, such Engine to be maintained in a
state of repair and condition consistent with the reasonable commercial
practice of leading international aircraft engine operating lessors with
respect to similar engines under lease, taking into consideration, among other
things, the identity of the relevant Lessee (including the credit standing and
operating experience thereof), the age and condition of the Engine and the
jurisdiction in which the airframe that such Engine is installed on will be
registered or in which the Lessee is based. In addition, WEST will, with
respect to each Engine that is not subject to a Lease, maintain, and cause each
WEST Subsidiary to maintain, such Engine in a state of repair and condition
consistent with the reasonable commercial practice of leading international
aircraft engine operating lessors with respect to engines not under lease.


 


(f)                                 Notification of Loss, Theft, Damage
or Destruction.  WEST will notify the Indenture Trustee, the
Security Trustee, the Administrative Agent and the Servicer, in writing, as
soon as WEST or any WEST Subsidiary becomes aware of any loss, theft, damage or
destruction to any Engine if the potential cost of repair or replacement of
such asset (without regard to any insurance claim related thereto) may exceed
$1,000,000 and will notify such Persons and the Senior Liquidity Provider, in
writing, as soon as WEST or any of its Subsidiaries becomes aware of a Total
Loss with respect to any Engine.


 


(g)                                 Insurance. 
WEST will maintain or cause, directly or indirectly through its Subsidiaries,
to be maintained with reputable and responsible insurers or with insurers that
maintain relevant reinsurance with reputable and responsible reinsurers (i) insurance
for each Engine in an amount at least equal to the Adjusted Borrowing Value for
such Engine (or the equivalent thereof from time to time if such insurance is
denominated in a currency other than Dollars), (ii) liability insurance
denominated in Dollars for each Engine and occurrence in an amount at least
equal to the relevant amount set forth on Exhibit H hereto for each type
of Engine and as amended from time to time with a Rating Agency Confirmation,
and (iii) political risk insurance (“PRI”) for each
Engine subject to a Lease to a Lessee that is habitually based in a
jurisdiction determined in accordance with the PRI Guidelines, in an amount at
least equal to the Adjusted Borrowing Value (or the equivalent thereof from
time to time if such insurance is denominated in a currency other than Dollars)
for such Engine.  The coverage and terms
(including endorsements, deductibles and self-insurance arrangements) of any
insurance maintained with respect to any Engine not subject to a Lease shall be
substantially consistent with the commercial practices of leading international
aircraft engine operating lessors regarding similar engines.  The Security Trustee shall be named as sole
loss payee on all insurance other than liability insurance, and the Indenture
Trustee and Security Trustee shall be named as additional insureds on all
liability insurance.


 


133

















 


In determining the amount of insurance required to be
maintained by this Section 5.04(g), WEST may take into account any
indemnification from, or insurance provided by, any governmental, supranational
or inter-governmental authority or agency (other than, with respect to PRI, any
governmental authority or agency of any jurisdiction for which PRI must be
obtained), the sovereign foreign currency debt of which is rated at least AA,
or the equivalent, by at least one of the Rating Agencies, against any risk
with respect to an Engine at least in an amount which, when added to the amount
of insurance against such risk maintained by WEST (or which WEST has caused to
be maintained), shall be at least equal to the amount of insurance against such
risk otherwise required by this Section 5.04(g) (taking into account
self-insurance permitted by this Section 5.04(g)).  Any such indemnification or insurance
provided by such government shall provide substantially similar protection as
the insurance required by this Section 5.04g).  WEST will not be required to maintain (or to
cause to be maintained) any insurance otherwise required hereunder to the
extent that such insurance is not generally available in the relevant insurance
market at commercially reasonable rates from time to time.


 


(h)                                 Indemnity. 
WEST will, and shall cause each WEST Subsidiary to, include in each
Lease an indemnity from such Person in respect of any losses or liabilities
arising from the use or operation of the related Engine during the term of such
Lease, subject to such exceptions, limitations and qualifications as are
consistent with the reasonable commercial practice of leading international
aircraft engine operating lessors.


 


(i)                                     Fees and License. 
WEST will, and shall cause each WEST Subsidiary to, promptly pay or
cause to be promptly paid all license and registration fees and all taxes of
any nature (together with any penalties, fines or interest thereon) assessed
and demanded by any government or any revenue authority (whether of the
applicable country of registration of the airframe on which any Engine is
installed or otherwise), upon or with respect to any Engines or upon the
purchase, ownership, delivery, leasing, possession, use, operation, return,
sale or other disposition thereof or rentals, income or proceeds received with
respect thereto.


 


ARTICLE VI


 


THE INDENTURE
TRUSTEE


 


Section 6.01                                Acceptance
of Trusts and Duties.


 


The duties and responsibilities of the Indenture
Trustee shall be as expressly set forth herein, and no implied covenants or
obligations shall be read into the Indenture against the Indenture
Trustee.  The Indenture Trustee accepts
the trusts hereby created and applicable to it and agrees to perform the same
but only upon the terms of this Indenture and agrees to receive and disburse
all moneys received by it in accordance with the terms hereof.  The Indenture Trustee in its individual
capacity shall not be answerable or accountable under any circumstances, except
for its own willful misconduct or negligence or bad faith or breach of its
representations, warranties and/or covenants and the Indenture Trustee shall
not be liable for any action or inaction of WEST or any other parties to any of
the Related Documents.


 


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Section 6.02                                Absence
of Duties.


 


The Indenture Trustee shall have no duty to ascertain
or inquire as to the performance or observance of any covenants, conditions or
agreements on the part of any Lessee.  Notwithstanding
the foregoing, the Indenture Trustee, upon written request, shall furnish to
any Noteholder, promptly upon receipt thereof, duplicates or copies of all
reports, Notices, requests, demands, certificates, financial statements and
other instruments furnished to the Indenture Trustee under this Indenture.


 


Section 6.03                                Representations
or Warranties.


 


The Indenture Trustee does not make and shall not be
deemed to have made any representation or warranty as to the validity, legality
or enforceability of this Indenture, the Notes, any other securities or any
other document or instrument or as to the correctness of any statement
contained in any thereof, except that the Indenture Trustee in its individual
capacity hereby represents and warrants (i) that each such specified
document to which it is a party has been or will be duly executed and delivered
by one of its officers who is and will be duly authorized to execute and
deliver such document on its behalf, and (ii) this Indenture is the legal,
valid and binding obligation of Deutsche Bank Trust Company Americas,
enforceable against Deutsche Bank Trust Company Americas in accordance with its
terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights
generally.


 


Section 6.04                                Reliance;
Agents; Advice of Counsel.


 


The Indenture Trustee shall incur no liability to
anyone acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties.  The Indenture Trustee
may accept a copy of a resolution of, in the case of WEST, the Controlling
Trustees and, in the case of any other party to any Related Document, the
governing body of such Person, certified in an accompanying Officer’s
Certificate as duly adopted and in full force and effect, as conclusive
evidence that such resolution has been duly adopted and that the same is in
full force and effect.  As to any fact or
matter the manner of ascertainment of which is not specifically described
herein, the Indenture Trustee shall be entitled to receive and may for all
purposes hereof conclusively rely on a certificate, signed by an officer of any
duly authorized Person, as to such fact or matter, and such certificate shall
constitute full protection to the Indenture Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.  The Indenture Trustee shall furnish to the
Servicer or the Administrative Agent upon written request such information and
copies of such documents as the Indenture Trustee may have and as are necessary
for the Servicer or the Administrative Agent to perform its duties under
Articles II and III hereof.  The
Indenture Trustee shall assume, and shall be fully protected in assuming, that
WEST is authorized by its constitutional documents to enter into this Indenture
and to take all action permitted to be taken by it pursuant to the provisions
hereof, and shall not inquire into the authorization of WEST with respect
thereto.


 


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The Indenture Trustee shall not be liable for any
action it takes or omits to take in good faith that it believes to be
authorized or within its rights or powers or for any action it takes or omits
to take in accordance with the direction of the Holders in accordance with Section 4.11
hereof relating to the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture.


 


The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee, and the Indenture
Trustee shall not be responsible for any misconduct or negligence on the part
of, or for the supervision of, any such agent, attorney, custodian or nominee
appointed with due care by it hereunder.


 


The Indenture Trustee may consult with counsel as to
any matter relating to this Indenture and any Opinion of Counsel or any advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


 


The Indenture Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture, or to
institute, conduct or defend any litigation hereunder or in relation hereto, at
the request, order or direction of any of the Holders, pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the
Indenture Trustee security or indemnity reasonably satisfactory to it against
the costs, expenses and liabilities which may be incurred therein or thereby.


 


The Indenture Trustee shall not be required to expend
or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Indenture shall in
any event require the Indenture Trustee to perform, or be responsible or liable
for the manner of performance of, any obligations of WEST or the Administrative
Agent under this Indenture or any of the Related Documents.


 


The Indenture Trustee shall not be liable for any
losses or Taxes (except for Taxes relating to any compensation, fees or
commissions of any entity acting in its capacity as Indenture Trustee
hereunder) or in connection with the selection of Permitted Investments or for
any investment losses resulting from Permitted Investments.


 


When the Indenture Trustee incurs expenses or renders
services in connection with an Acceleration Default such expenses (including
the fees and expenses of its counsel) and the compensation for such services
are intended to constitute expenses of administration under any bankruptcy law
or law relating to creditors’ rights generally.


 


The Indenture Trustee shall not be charged with
knowledge of an Event of Default unless a Responsible Officer of the Indenture
Trustee obtains actual knowledge of such event or the Indenture Trustee
receives written notice of such event from WEST, the Administrative Agent or 


 


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Noteholders owning Notes
aggregating not less than 10% of the outstanding principal amount of the Notes.


 


The Indenture Trustee shall have no duty to monitor
the performance of WEST, the Servicer, the Administrative Agent or any other
party to the Related Documents, nor shall it have any liability in connection
with the malfeasance or nonfeasance by such parties. The Indenture Trustee
shall have no liability in connection with compliance by WEST, the Servicer,
the Administrative Agent or any Lessee under a Lease with statutory or
regulatory requirements related to any Engine or any Lease.  The Indenture Trustee shall not make or be
deemed to have made any representations or warranties with respect to any
Engine or any Lease or the validity or sufficiency of any assignment or other
disposition of any Engine or any Lease.


 


The Indenture Trustee shall not be liable for any
error of judgment reasonably made in good faith by an officer or officers of
the Indenture Trustee, unless it shall be determined by a court of competent
jurisdiction in a non-appealable judgment that the Indenture Trustee was
grossly negligent or willfully blind in making such judgment.


 


Except as expressly set forth in the Related
Documents, Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, entitlement order,
approval or other paper document, unless any such Related Document directs the
Indenture Trustee to make such investigation.


 


The Indenture Trustee shall have no obligation to
invest and reinvest any cash held in the Accounts in the absence of timely and
specific written investment direction from the Administrative Agent or as
expressly provided herein or in a Supplement hereto.  In no event shall the Indenture Trustee be
liable for the selection of investments or for investment losses incurred
thereon in accordance with the Related Documents.  The Indenture Trustee shall have no liability
in respect of losses incurred as a result of the liquidation of any investment
prior to its stated maturity in accordance with the Related Documents or by any
other Person or the failure of the Administrative Agent to provide timely
written investment direction.


 


Section 6.05                                Not
Acting in Individual Capacity.


 


The Indenture Trustee acts hereunder solely as trustee
unless otherwise expressly provided; and all Persons, other than the
Noteholders to the extent expressly provided in this Indenture, having any claim
against the Indenture Trustee by reason of the transactions contemplated hereby
shall look, subject to the lien and priorities of payment as herein provided,
only to the property of WEST for payment or satisfaction thereof.


 


Section 6.06                                No
Compensation from Noteholders.


 


The Indenture Trustee agrees that it shall have no
right against the Noteholders for any fee as compensation for its services
hereunder.


 


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Section 6.07                                Notice
of Defaults.


 


As promptly and soon as practicable after, and in any
event within thirty (30) days after, the occurrence of any Default hereunder,
the Indenture Trustee shall transmit by mail to WEST, the Senior Liquidity
Provider and the Noteholders holding Notes of the related Series, notice of
such Default hereunder actually known to a Responsible Officer of the Indenture
Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default on
the payment of the interest, principal, or premium, if any, on any Note, the
Indenture Trustee shall be fully protected in withholding such notice if and so
long as a trust committee of Responsible Officers of the Indenture Trustee in
good faith determines that the withholding of such notice is in the interests
of the Noteholders of the related Series; provided further
that the Indenture Trustee shall in any event notify the Senior Liquidity
Provider of any such Default.


 


Section 6.08                                Indenture
Trustee May Hold Securities.


 


The Indenture Trustee, any Paying Agent, the Note
Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity, may become the owner or pledgee of securities
and, may otherwise deal with WEST with the same rights it would have if it were
not the Indenture Trustee, Paying Agent, Note Registrar or such other agent.


 


Section 6.09                                Corporate
Trustee Required; Eligibility.


 


There shall at all times be an Indenture Trustee which
shall meet the Eligibility Requirements. 
If such corporation publishes reports of conditions at least annually,
pursuant to law or to the requirements of federal, state, territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section 6.09, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of conditions so published. 
In case at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09 to act as Indenture
Trustee, the Indenture Trustee shall resign immediately as Indenture Trustee in
the manner and with the effect specified in Section 7.01 hereof.


 


Section 6.10                                Reports
by WEST.


 


WEST shall furnish to the Indenture Trustee, within
120 days after the end of each fiscal year, a brief certificate from the
principal executive officer, principal accounting officer or principal
financial officer of the Administrative Agent, as applicable, as to his or her
knowledge of WEST’s compliance with all conditions and covenants under this
Indenture (it being understood that for purposes of this Section 6.10,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture).


 


Section 6.11                                Compensation.


 


WEST covenants and agrees to pay to the Indenture
Trustee from time to time, and the Indenture Trustee shall be entitled to, the
fees and expenses agreed in writing between WEST and the Indenture Trustee, and
will further pay or reimburse the Indenture Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Indenture Trustee in accordance with any of the provisions hereof or any other
documents 


 


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executed in connection
herewith (including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and of all persons not regularly in its employ).


 


Section 6.12                                Conditions
Precedent.


 


WEST agrees, and each Person entitled to the benefits
of this Indenture, by its acceptance of such benefits, agrees that the
Indenture Trustee shall not have any obligations or responsibility for, or be
liable in respect of, (a) the satisfaction of the conditions precedent set
forth in Schedule 5 hereto (other than to the extent such conditions expressly
provide for the Indenture Trustee to be reasonably satisfied with any document
or act and then only in respect of such determination by the Indenture Trustee
and subject to the limitations on the liability of the Indenture Trustee in Section 6.01
hereof); (b) determining that all the conditions in Schedule 5 hereto have
been satisfied; or (c) the verification of the accurateness or
completeness of any certificates or representations made by any other Person in
connection with the acquisition of any Additional Engines or the funding of any
Discretionary Engine Modifications.


 


ARTICLE VII


 


SUCCESSOR
INDENTURE TRUSTEES


 


Section 7.01                                Resignation
and Removal of Indenture Trustee.


 


The Indenture Trustee may resign as to all or any of
the Series of the Notes at any time without cause by giving at least sixty
(60) days’ prior written notice to WEST, the Servicer, the Administrative
Agent, the Senior Liquidity Provider and the Holders; provided
that the Indenture Trustee shall continue to serve as Indenture Trustee until a
successor has been appointed pursuant to Section 7.02 hereof.  The Requisite Majority may at any time remove
the Indenture Trustee as to such Series without cause by an instrument in
writing delivered to WEST, the Servicer, the Administrative Agent, the Security
Trustee and the Indenture Trustee being removed.  In addition, WEST may remove the Indenture
Trustee as to any of the Series of the Notes if: (i) such Indenture
Trustee fails to comply with Section 7.02(d) hereof, (ii) such
Indenture Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver
or public officer takes charge of such Indenture Trustee or its property or (iv) such
Indenture Trustee becomes incapable of acting. 
References to the Indenture Trustee in this Indenture include any
successor Indenture Trustee as to all or any of the Series of the Notes
appointed in accordance with this Article VII.


 


Section 7.02                                Appointment
of Successor.


 


(a)                                  In the case of the resignation or
removal of the Indenture Trustee as to any Series of the Notes under Section 7.01
hereof, WEST shall promptly appoint a successor Indenture Trustee as to such
Series; provided that the Requisite Majority may
appoint, within one (1) year after such resignation or removal, a
successor Indenture Trustee as to such Series which may be other than the
successor Indenture Trustee appointed by WEST, and such successor Indenture
Trustee appointed by WEST shall be superseded by the successor Indenture
Trustee so appointed by the Noteholders. 
If a successor Indenture Trustee as to any Series of the 


 


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Notes
shall not have been appointed and accepted its appointment hereunder within
sixty (60) days after the Indenture Trustee gives notice of resignation or is
removed as to such Series, the retiring or removed Indenture Trustee, WEST, the
Administrative Agent, the Servicer, the Senior Liquidity Provider or the
Requisite Majority may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee as to such Series.  Any successor Indenture Trustee so appointed
by such court shall immediately and without further act be superseded by any
successor Indenture Trustee appointed as provided in the first sentence of this
paragraph within one (1) year from the date of the appointment by such
court.


 


(b)                                 Any successor Indenture Trustee as
to any Series of the Notes, however appointed, shall promptly execute and
deliver to WEST, the Servicer, the Administrative Agent and the predecessor
Indenture Trustee as to such Series an instrument accepting such
appointment, and thereupon the resignation or removal of the predecessor
Indenture Trustee shall become effective and such successor Indenture Trustee,
without further act, shall become vested with all the estates, properties,
rights, powers, duties and trusts of such predecessor Indenture Trustee
hereunder in the trusts hereunder applicable to it with like effect as if
originally named the Indenture Trustee as to such Series herein; provided that, upon the written request of such successor
Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of
all amounts due and owing to it, execute and deliver an instrument transferring
to such successor Indenture Trustee, upon the trusts herein expressed
applicable to it, all the estates, properties, rights, powers and trusts of
such predecessor Indenture Trustee, and such predecessor Indenture Trustee
shall duly assign, transfer, deliver and pay over to such successor Indenture
Trustee all moneys or other property then held by such predecessor Indenture
Trustee hereunder solely for the benefit of such Series of the Notes.


 


(c)                                  If a successor Indenture Trustee is
appointed with respect to one (1) or more (but not all) Series of the
Notes, WEST, the predecessor Indenture Trustee and each successor Indenture
Trustee with respect to each Series of Notes shall execute and deliver an
indenture supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the predecessor Indenture Trustee with respect to the Series of
Notes as to which the predecessor Indenture Trustee is not retiring shall
continue to be vested in the predecessor Indenture Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the Notes hereunder by more than one
Indenture Trustee.


 


(d)                                 Each Indenture Trustee shall be an
Eligible Institution and shall meet the Eligibility Requirements, if there be
such an institution willing, able and legally qualified to perform the duties
of an Indenture Trustee hereunder; provided that
the Rating Agencies shall receive notice of any replacement Indenture Trustee.


 


(e)                                  Any corporation into which the
Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Indenture Trustee shall be a party, or any
corporation to which substantially all the business of the Indenture Trustee
may be transferred, shall, subject to the terms of paragraph (d) of this
Section, be the Indenture Trustee under this Indenture without further act.


 


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ARTICLE VIII


 


INDEMNITY


 


Section 8.01                                Indemnity.


 


WEST shall indemnify the Indenture Trustee (and its
officers, directors, employees and agents) for, and hold it harmless from and
against, any loss, liability, claim, obligation, damage, injury, penalties,
actions, suits, judgments or expense (including attorney’s fees and expenses)
incurred by it without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture and its
duties under this Indenture and the Notes, including the costs and expenses of
defending itself against any claim or liability and of complying with any
process served upon it or any of its officers in connection with the exercise
or performance of any of its powers or duties and hold it harmless against, any
loss, liability or reasonable expense incurred without negligence or bad faith
on its part, arising out of or in connection with actions taken or omitted to
be taken in reliance on any Officer’s Certificate furnished hereunder, or the
failure to furnish any such Officers’ Certificate required to be furnished
hereunder. The Indenture Trustee shall notify the Holders, WEST, the Senior
Liquidity Provider and the Servicer and, in the case of any such claim in
excess of 5% of the Appraised Value of the Portfolio, the Rating Agencies,
promptly of any claim asserted against the Indenture Trustee for which it may
seek indemnity; provided, however,
that failure to provide such notice shall not invalidate any right to indemnity
hereunder except to the extent WEST is prejudiced by such delay. WEST shall
defend the claim and the Indenture Trustee shall cooperate in the defense
unless the Indenture Trustee determines that an actual or potential conflict of
interest exists, in which case the Indenture Trustee shall be entitled to
retain separate counsel and WEST shall pay the reasonable fees and expenses of
such counsel.  WEST need not pay for any
settlements made without its consent; provided that
such consent shall not be unreasonably withheld.  WEST need not reimburse any expense or
indemnity against any loss or liability incurred by the Indenture Trustee
through negligence or bad faith.


 


Section 8.02                                Noteholders’
Indemnity.


 


The Indenture Trustee shall be entitled, subject to
such Indenture Trustee’s duty during a default to act with the required
standard of care, to be indemnified by the Holders of the applicable Series of
the Notes before proceeding to exercise any right or power under this Indenture
or the Administrative Agency Agreement at the request or direction of such
Holders.


 


Section 8.03                                Survival.


 


The provisions of Sections 8.01 and 8.02 hereof shall
survive the termination of this Indenture or the earlier resignation or removal
of the Indenture Trustee.


 


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ARTICLE IX


 


SUPPLEMENTAL INDENTURES


 


Section 9.01                                Supplemental
Indentures Without the Consent of the Noteholders.


 


(a)                                  Without the consent of any Holder
and based on an Opinion of Counsel in form and substance reasonably acceptable
to the Indenture Trustee to the effect that such Supplement is for one of the
purposes set forth in clauses (i) through (viii) below, WEST and the
Indenture Trustee, at any time and from time to time, may enter into one or
more Supplements for any of the following purposes:


 


(i)                                     to
add to the covenants of WEST in the Indenture for the benefit of the Holders of
all Series then Outstanding, or to surrender any right or power conferred
upon WEST in the Indenture;


 


(ii)                                  to
cure any ambiguity, to correct or supplement any provision in this Indenture
which may be inconsistent with any other provision in this Indenture, or to
make any other provisions with respect to matters or questions arising under
this Indenture that do not materially adversely affect the Noteholders;


 


(iii)                               to
correct or amplify the description of any property at any time subject to the
Encumbrance of this Indenture or the Security Trust Agreement, or to better
assure, convey and confirm unto the Indenture Trustee any property subject or
required to be subject to the Encumbrance of this Indenture, or to subject
additional property to the Encumbrance of this Indenture or the Security Trust
Agreement;


 


(iv)                              to
add to the conditions, limitations and restrictions on the authorized amount,
terms and purposes of issue, authentication and delivery of the Notes, as
herein set forth, or additional conditions, limitations and restrictions
thereafter to be observed by WEST;


 


(v)                                 to
convey, transfer, assign, mortgage or pledge any additional property to or with
the Indenture Trustee;


 


(vi)                              to
evidence the succession of the Indenture Trustee;


 


(vii)                           subject
to a Rating Agency Confirmation and with the prior written consent of the
Senior Liquidity Provider, to add any additional Events of Default;


 


(viii)                        to
increase the maximum principal balance of the Series A-2 Notes and the Series B-2
Notes issued on the Initial Closing Date to an amount not to exceed
$150,000,000 and $21,428,521, respectively, subject to a Rating Agency
Confirmation; or


 


(ix)                                to
issue any Additional Series of Notes in compliance with Sections 2.10 and
5.02(c) hereof.


 


(b)                                 Promptly after the execution by WEST
and the Indenture Trustee of any Supplement pursuant to this Section, WEST
shall mail to the Holders of all Notes then Outstanding, the Senior Liquidity
Provider, each Rating Agency, and each Eligible Interest Rate Hedge
Counterparty, a notice setting forth in general terms the substance of such
Supplement, 


 


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together
with a copy of the text of such Supplement. 
Any failure of WEST to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such Supplement.


 


Section 9.02                                Supplemental
Indentures with the Consent of Noteholders.


 


(a)                                  With the consent of a Requisite
Majority and the Senior Liquidity Provider, WEST and the Indenture Trustee may
enter into a Supplement hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Noteholders under this
Indenture; provided, however, that no such
Supplement shall, without the consent of the Noteholder of each Outstanding
Note affected thereby:


 


(i)                                     reduce
the principal amount of any Note or the rate of interest thereon, change the
priority of any payments required pursuant to this Indenture or any Supplement,
or the date on which, or the amount of which, or the place of payment where, or
the coin or currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Final Maturity Date thereof;


 


(ii)                                  reduce
the percentage of Outstanding Notes or Maximum Commitments required for (x) the
consent of any Supplement to this Indenture, (y) the consent required for
any waiver of compliance with certain provisions of this Indenture or certain
Events of Default hereunder and their consequences as provided for in this
Indenture or (z) the consent required to waive any payment default on the
Notes;


 


(iii)                               modify
any provision relating to any Supplement or this Indenture which specifies that
such provision cannot be modified or waived without the consent of the Holder
of each Outstanding Note affected thereby;


 


(iv)                              modify
or alter the definition of the terms “Requisite Majority”, “Senior Borrowing
Base” (including, without limitation, the percentage therein), “Junior
Borrowing Base” (including, without limitation, the percentage therein), “Adjusted
Borrowing Value” or “Appraised Value”;


 


(v)                                 impair
or adversely affect the Collateral except as otherwise permitted herein;


 


(vi)                              modify
or alter the provision of this Indenture relating to mandatory prepayments;


 


(vii)                           permit
the creation of any Encumbrance ranking prior to or on a parity with the
Encumbrance of this Indenture or the Security Trust Agreement with respect to
any part of the Collateral or terminate the Encumbrance of this Indenture or
the Security Trust Agreement on any property at any time subject hereto or
deprive the Holder of any Note of the security afforded by the Encumbrance of
this Indenture or the Security Trust Agreement; or


 


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(viii)                        modify any
of the provisions of this Indenture in such a manner as to affect the amount or
timing of any payments of interest or principal due on any Note.


 


Prior to the execution of any Supplement issued
pursuant to this Section 9.02, WEST shall provide a written notice to each
Rating Agency setting forth in general terms the substance of any such
Supplement.  WEST shall not amend Section 3.14
in any manner that would adversely affect any Eligible Hedge Counterparty
without its prior consent. WEST shall solicit the consent of the Holders to any
proposed Supplement in accordance with the first paragraph in Section 10.01.


 


WEST shall solicit the
consent of the Senior Liquidity Provider and, if applicable, any Eligible Hedge
Counterparty described in the preceding sentence to the execution of any Supplement
issued pursuant to this Section 9.02 by providing a copy of the written
notice sent to the Rating Agencies setting forth the substance of such
Supplement. It shall not be necessary for the consent of the Senior Liquidity
Provider or any Eligible Hedge Counterparty under this Section 9.02 to
approve the particular form of the Supplement, but it shall be sufficient if
such consent approves the substance thereof.


 


(b)                                 Promptly after the execution by WEST
and the Indenture Trustee of any Supplement pursuant to this Section, WEST
shall mail to the Administrative Agent, the Holders of the Notes, the Senior
Liquidity Provider, each Rating Agency, and each Eligible Interest Rate Hedge
Counterparty, a notice setting forth in general terms the substance of such Supplement,
together with a copy of the text of such Supplement.  Any failure of WEST to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such Supplement.


 


Section 9.03                                Execution
of Supplemental Indentures.


 


In executing, or accepting the additional terms
created by, a Supplement permitted by this Article IX or the modification
thereby of the terms created by this Indenture, the Indenture Trustee shall be
entitled to receive, and shall be fully protected in relying upon, (i) an
Opinion of Counsel stating that the execution of such Supplement is authorized
or permitted by this Indenture and that such amendment or modification complies
with the terms thereof and hereof and (ii) an Officer’s Certificate
stating that all conditions precedent to the execution, delivery and
performance of such amendment have been satisfied in full. The Indenture
Trustee may, but shall not be obligated to, enter into any such Supplement
which affects the Indenture Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section 9.04                                Effect
of Supplemental Indentures.


 


Upon the execution of any Supplement under this
Article, this Indenture shall be modified in accordance therewith, and such
Supplement shall form a part of this Indenture for all purposes, and every
Holder of Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.  No amendment or
waiver of any provision of any Supplement, and no consent to any departure by
any party from the provisions of any Supplement, shall in any event be
effective unless the same shall be in writing and signed by the Indenture
Trustee, and 


 


144

















 


then such amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


Section 9.05                                Reference
in Notes to Supplemental Indentures.


 


Notes authenticated and delivered after the execution
of any Supplement pursuant to this Article may, and shall if required by
WEST, bear a notation in form as to any matter provided for in such
Supplement.  If WEST shall so determine,
new Notes so modified as to conform may be prepared and executed by WEST and authenticated
and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 


ARTICLE X


 


MODIFICATION AND
WAIVER


 


Section 10.01                          Modification
and Waiver with Consent of Holders.


 


In the event that the Indenture Trustee receives a
request for its consent to an amendment, modification or waiver under the
Indenture, the Notes or any Related Document relating to the Notes, or if WEST
proposes the execution and delivery of any Supplement pursuant to Section 9.02
requiring the consent of the Holders, WEST shall mail a notice of such proposed
amendment, modification or waiver or such Supplement to each Noteholder, with a
copy to the Senior Liquidity Provider, asking whether or not the Indenture
Trustee should consent to such amendment, modification or waiver or to execute
such Supplement, in each case if such Noteholder’s consent is required pursuant
to the Indenture; provided that
any amendment, modification or waiver described in Section 9.02 hereof or
any Supplement taking any of the actions described in Section 9.02 hereof
is not permitted without the consent of each Noteholder of any Notes affected
thereby; provided further, however,
that any Event of Default may be waived in accordance with Section 4.04
hereof. The foregoing shall not prevent WEST or any Subsidiary from amending
any Lease of an Engine, provided
that such amendment is otherwise permitted by the Indenture. In addition, a
notice of any proposed amendment, modification or waiver under any Related
Document permitted by the terms of such Related Document or the consent of the
Noteholders to any such amendment, modification or waiver shall not be
required, provided that WEST provides an Opinion
of Counsel to the Indenture Trustee to the effect that such amendment,
modification or waiver is permitted by the terms of such Related Document.


 


It shall not be necessary for the consent of the
Holders under this Section 10.01 to approve the particular form of any
proposed amendment, modification or waiver, but it shall be sufficient if such
consent approves the substance thereof. 
Any such amendment, modification or waiver approved by a Requisite
Majority will be binding on all Noteholders. After an amendment under this Section 10.01
becomes effective, it shall bind every Holder, whether or not notation thereof
is made on any Note held by such Holder.


 


WEST shall give each Rating Agency and the Senior
Liquidity Provider prior notice of any amendment under this Section 10.01
and of any amendments of the constitutive documents by WEST or any other WEST
Group Member, and, after an amendment under this Section 10.01 


 


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becomes effective, WEST
shall mail to the Holders, the Senior Liquidity Provider and the Rating
Agencies a notice briefly describing such amendment and shall deliver a copy of
each such amendment to the Indenture Trustee. Such notice to the Holders may be
contained in the next Monthly Report. Any failure of WEST to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such amendment.


 


Section 10.02                          Modification
Without Consent of Holders.


 


Subject to Section 9.01 hereof, the Indenture
Trustee may agree, without the consent of any Noteholder or the Senior
Liquidity Provider, to any modification (other than those referred to in Section 10.01)
of, or the waiver or authorization of any breach or prospective breach of, any
provision of any Related Document or of the relevant Notes to correct a
manifest error or an error which is of a formal, minor or technical nature. Any
such modification shall be notified to the Holders as soon as practicable
thereafter and shall be binding on all the Holders.  WEST shall cause the Administrative Agent to
include in the Monthly Report delivered pursuant to Section 2.14(a) a
description of all amendments to the Related Documents.


 


Section 10.03                          Subordination
and Priority of Payments.


 


The subordination provisions contained in Section 3.14
and Article XI hereof may not be amended or modified without the consent
of each Noteholder of the Notes affected thereby and the Senior Liquidity
Provider and Noteholder of Notes ranking senior thereto.  In no event shall the provisions set forth in
Section 3.14 relating to the priority of the Service Provider Fees,
Operating Expenses and Hedge Payments be amended or modified.


 


Section 10.04                          Execution
of Amendments by Indenture Trustee.


 


In executing, or accepting the additional trusts
created by, any amendment or modification to this Indenture permitted by this Article X
or the modifications thereby of the trusts created by this Indenture, the
Indenture Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer’s Certificate stating that all conditions precedent to
the execution, delivery and performance of such amendment have been satisfied
in full and an Opinion of Counsel stating that the execution of such amendment
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Indenture Trustee’s own rights, duties or immunities under this Indenture or
otherwise.  No amendment or waiver of any
provision of this Indenture, and no consent to any departure by any party from
the provisions of this Indenture, shall in any event be effective unless the same
shall be in writing and signed by the Indenture Trustee, and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.


 


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ARTICLE XI


 


SUBORDINATION


 


Section 11.01                          Subordination.


 


(a)                                  Each Noteholder, by its acceptance
of a Note, and each Service Provider and Hedge Counterparty, by entering into
the Related Document to which it is a party, agrees that its claims against
WEST for payment of amounts are subordinate to any claims ranking in priority
thereto as set forth in Section 3.14 hereof, including any post-petition
interest (each such prior claim, a “Senior Claim”),
which subordination shall continue until the holder of such Senior Claim (a “Senior Claimant”), or the Indenture Trustee on its behalf,
has received the full cash amount of such Senior Claim.  Each such Person is also obligated to hold
for the benefit of the Senior Claimant any amounts received by such Person
which, under the terms of the Indenture, should have been paid to or on behalf
of the Senior Claimant and to pay over such amounts to the Indenture Trustee
for application as provided in Section 3.14 hereof.


 


(b)                                 If any Senior Claimant receives any
payment in respect of any Senior Claim which is subsequently invalidated,
declared preferential, set aside and/or required to be repaid to a trustee,
receiver or other party, then, to the extent such payment is so invalidated,
declared preferential, set aside and/or required to be repaid, such Senior
Claim shall be revived and continue in full force and effect, and shall be
entitled to the benefits of this Article XI, all as if such payment had
not been received.


 


(c)                                  Each Noteholder, by its acceptance
of a Note, and each other payee pursuant to Section 3.14, by entering into
the Related Document to which it is a party, authorizes and expressly directs
the Indenture Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XI,
and appoints the Indenture Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of WEST (whether in bankruptcy, insolvency, receivership, reorganization
or similar proceedings or upon an assignment for the benefit of creditors or
otherwise) any actions tending towards liquidation of the property and assets
of WEST or the filing of a claim for the unpaid balance of its Notes in the
form required in those proceedings.


 


(d)                                 No right of any holder of any Senior
Claim to enforce the subordination of any subordinated claim shall be impaired
by an act or failure to act by WEST or the Indenture Trustee or by any failure
by either WEST or the Indenture Trustee to comply with this Indenture, unless
such failure shall materially prejudice the rights of the subordinated
claimant.


 


(e)                                  Each Noteholder, by accepting a
Note, and each other payee pursuant to Section 3.14, by entering into the
Related Document to which it is a party, acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Claim, whether such Senior
Claim was created or acquired before or after the issuance of such holder’s
claim, to acquire and continue to hold such Senior Claim and such holder of any
Senior Claim shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold such Senior Claim.


 


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(f)                                    The Noteholders of each Series shall
have the right to receive, to the extent necessary to make the required
payments with respect to the Notes of such Series at the times and in the
amounts specified in the related Supplement, (i) the portion of
Collections allocable to Noteholders of such Series pursuant to this
Indenture and the related Supplement, (ii) funds on deposit in the Senior
Restricted Cash Account (in respect of the Series 2005-A1 Term Notes),
Senior Cash Collateral Account (in respect of the Series A Notes other
than the Series 2005-A1 Term Notes) or the Junior Restricted Cash Account
(in respect of the Series B Notes), as applicable, and in accordance with
the terms of this Indenture and the related Supplement and (iii) funds on
deposit in any Series Account for such Series.  Each Noteholder, by acceptance of its Notes, (x) acknowledges
and agrees that except as expressly provided herein and in a Supplement, the
Noteholders of a Series shall not have any interest in any Series Account
for the benefit of any other Series (to the extent amounts were deposited
therein in accordance with the Related Documents), and (y) ratifies and
confirms the terms of this Indenture and the Related Documents executed in
connection with such Noteholder’s Series. With respect to each Collection
Period, Collections on deposit in the Collections Account will be allocated to
each Series then Outstanding in accordance with Section 3.15 hereof
and the related Supplements.


 


Section 11.02                          Rights
of Subrogation.


 


The Junior Claimants (and each Junior Representative
of any thereof) agree that no payment or distributions to any Senior Claimant
(or the Indenture Trustee therefor) pursuant to the provisions of this
Indenture shall entitle any Junior Claimant (or any Junior Representative
thereof) to exercise any rights of subrogation in respect thereof until all
Senior Claims with respect to such Person shall have been paid in full.


 


Section 11.03                          Further
Assurances of Junior Representatives.


 


Each of the Junior Representatives shall, at the
expense of WEST, at any time and from time to time promptly execute and deliver
all further instruments and documents, and take all further action, that the
Controlling Party may reasonably request, in order to effectuate the provisions
of this Article XI.


 


Section 11.04                          Enforcement.


 


Each Junior Claimant (and the Junior Representative
therefor) agree that the provisions of this Article XI shall be
enforceable against them under all circumstances, including without limitation
in any proceeding referred to in Sections 4.01(f) and 4.01(g) hereof.


 


Section 11.05                          Continued
Effectiveness.


 


The provisions of this Article XI shall continue
to be effective or shall be revived or reinstated, as the case may be, if at
any time any payment of any of the Senior Claims is rescinded or must otherwise
be returned by any Senior Claimant upon the insolvency, bankruptcy or
reorganization of any WEST Group Member, or otherwise, all as though such
payment had not been made.


 


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Section 11.06                          Senior
Claims and Junior Claims Unimpaired.


 


Nothing in this Article XI shall impair, as
between WEST and any Senior Claimant or any Junior Claimant, the obligations of
WEST to such Person, including without limitation the Senior Claims and the
Junior Claims; provided that it is understood
that the enforcement of rights and remedies shall be subject to the terms of
this Indenture, the Security Trust Agreement and the other Security Documents


 


ARTICLE XII


 


DISCHARGE OF
INDENTURE; DEFEASANCE


 


Section 12.01                          Discharge
of Liability on the Notes; Defeasance.


 


(a)                                  When (i) WEST delivers to the
Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.08
hereof) for cancellation or (ii) all Outstanding Notes have become due and
payable, whether at maturity or as a result of the mailing of a Redemption
Notice pursuant to Section 3.17(d) hereof and WEST irrevocably
deposits in the Redemption/Defeasance Account funds sufficient to pay at
maturity, or upon Redemption of, all Outstanding Notes, including interest
thereon to maturity or the Redemption Date (other than Notes replaced pursuant
to Section 2.08 hereof), and if in either case WEST pays all other sums
payable hereunder by WEST, then this Indenture shall, subject to Section 12.01(c),
cease to be of further effect.  The
Indenture Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of WEST accompanied by an Officers’ Certificate and an
opinion of counsel, at the cost and expense of WEST, to the effect that any
conditions precedent to a discharge of this Indenture have been met.


 


(b)                                 Subject to Sections 12.01(c) and
12.02, WEST at any time may terminate (i) all its obligations under the
Notes or any Class or Series of Notes and this Indenture (the “legal
defeasance” option) or (ii) its obligations under Sections 5.02, 5.03,
5.04 and 4.01 (other than with respect to a failure to comply with Sections
4.01(a), 4.01(b), 4.01(c), 4.01(f) (only with respect to WEST) and 4.01(g) (only
with respect to WEST)) (the “covenant defeasance” option).  WEST may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.


 


If WEST exercises its legal defeasance option, payment
of any Notes subject to such legal defeasance may not be accelerated because of
an Event of Default.  If WEST exercises
its covenant defeasance option, payment of the Notes may not be accelerated
because of an Event of Default (other than with respect to a failure to comply
with Section 5.02(j), 4.01(a), 4.01(b), 4.01(c), 4.01(f) and
4.01(g)).


 


Upon satisfaction of the conditions set forth herein
and upon request of WEST, the Indenture Trustee shall acknowledge in writing
the discharge of those obligations that WEST terminates.


 


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(c)                                  Notwithstanding clauses (a) and
(b) above, WEST’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05,
2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05
and 12.06 shall survive until all the Notes have been paid in full.  Thereafter, WEST’s obligations in Sections
8.01, 12.05 and 13.07 shall survive.


 


Section 12.02                          Conditions
to Defeasance.


 


WEST may exercise its legal defeasance option or its
covenant defeasance option only if:


 


(a)                                  WEST irrevocably deposits in trust
in the Redemption/Defeasance Account any one or any combination of (A) money,
(B) obligations of, and supported by the full faith and credit of, the
U.S. Government (“U.S. Government Obligations”) or (C) obligations
of corporate issuers (“Corporate Obligations”)
(provided that any such Corporate Obligations are rated AA+, or the equivalent,
or higher, by the Rating Agencies at such time and shall not have a maturity of
longer than three (3) years from the date of defeasance) for the payment
of all principal, premium, if any, and interest (i) on the Notes or any
class or Series of Notes being defeased, in the case of legal defeasance,
or (ii) on all of the Notes in the case of covenant defeasance, in either
case, to maturity or redemption, as the case may be;


 


(b)                                 WEST delivers to the Indenture
Trustee a certificate from a nationally recognized firm of independent
accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S. Government
Obligations or the Corporate Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due (i) on the Notes or any
class or Series of Notes being defeased, in the case of legal defeasance,
or (ii) on all of the Notes in the case of covenant defeasance, in either
case, to maturity or redemption, as the case may be;


 


(c)                                  91 days pass after the deposit
described in clause (1) above is made and during the 91-day period no
Acceleration Default with respect to WEST occurs which is continuing at the end
of the period;


 


(d)                                 the deposit described in clause (a) above
does not constitute a default under any other agreement binding on WEST;


 


(e)                                  WEST delivers to the Indenture
Trustee an Opinion of Counsel to the effect that the trust resulting from the
deposit described in clause (a) does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940, as
amended;


 


(f)                                    in the case of the legal defeasance
option, WEST shall have delivered to the Indenture Trustee an Opinion of
Counsel stating that (i) WEST has received from, or there has been
published by, the U.S. Internal Revenue Service a ruling, or (ii) since
the date of this Indenture there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
opinion of counsel shall confirm that, the Noteholders will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
legal defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
legal defeasance had not occurred;


 


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(g)                                 in the case of the covenant
defeasance option, WEST shall have delivered to the Indenture Trustee an
Opinion of Counsel to the effect that the Noteholders will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
covenant defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred;


 


(h)                                 if the related Notes are then listed
on any securities exchange, WEST delivers to the Indenture Trustee an Opinion
of Counsel to the effect that such deposit, defeasance and discharge will not
cause such Notes to be delisted;


 


(i)                                     WEST has obtained a Rating Agency
Confirmation relating to the defeasance contemplated by this Section 12.02;


 


(j)                                     all amounts due and owing the Senior
Liquidity Provider shall have been paid in full; and


 


(k)                                  WEST delivers to the Indenture
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance and discharge of the Notes as
contemplated by this Article XII have been complied with.


 


Section 12.03                          Application
of Trust Money.


 


The Indenture Trustee shall hold in trust in the
Redemption/Defeasance Account money, U.S. Government Obligations or Corporate
Obligations deposited with it pursuant to this Article XII.  It shall apply the deposited money and the
money from U.S. Government Obligations or Corporate Obligations in accordance
with this Indenture to the payment of principal, premium, if any, and interest
on the Class or Series of Notes. Money and securities so held in
trust are not subject to Article XI hereof.


 


Section 12.04                          Repayment
to WEST.


 


The Indenture Trustee shall promptly turn over to WEST
upon request any excess money or securities held by it at any time.


 


Subject to any applicable abandoned property law, the
Indenture Trustee shall pay to WEST upon written request any money held by it
for the payment of principal or interest that remains unclaimed for two (2) years
and, thereafter, Noteholders entitled to the money must look to WEST for
payment as general creditors.  Such
unclaimed funds shall remain uninvested and in no event shall the Indenture
Trustee be liable for interest on such unclaimed funds.


 


Section 12.05                          Indemnity
for Government Obligations and Corporate Obligations.


 


WEST shall pay and shall indemnify the Indenture
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or Corporate Obligations, or the
principal and interest received on such U.S. Government Obligations or
Corporate Obligations.


 


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Section 12.06                          Reinstatement.


 


If the Indenture Trustee is unable to apply any money
or U.S. Government Obligations or Corporate Obligations in accordance with this
Article XII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, WEST’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to this Article XII until such time as the Indenture Trustee is
permitted to apply all such money, U.S. Government Obligations or Corporate
Obligations in accordance with this Article XII; provided,
however, that, if WEST has made any payment of interest on or
principal of any Notes because of the reinstatement of its obligations, WEST
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money, U.S. Government Obligations or Corporate Obligations
held by the Indenture Trustee.


 


ARTICLE XIII


 


MISCELLANEOUS


 


Section 13.01                          Right
of Indenture Trustee to Perform.


 


If WEST for any reason fails to observe or punctually
to perform any of its obligations to the Indenture Trustee, whether under this
Indenture or any of the other Related Documents or otherwise, the Indenture
Trustee shall have power (but shall have no obligation), on behalf of or in the
name of WEST or otherwise, to perform such obligations and to take any steps
which the Indenture Trustee may, in its absolute discretion, consider appropriate
with a view to remedying, or mitigating the consequences of, such failure by
WEST; provided that no exercise or failure to
exercise this power by the Indenture Trustee shall in any way prejudice the
Indenture Trustee’s other rights under this Indenture or any of the other
Related Documents.


 


Section 13.02                          Waiver.


 


Any waiver by any party of any provision of this
Indenture or any right, remedy or option hereunder shall only prevent and estop
such party from thereafter enforcing such provision, right, remedy or option if
such waiver is given in writing and only as to the specific instance and for
the specific purpose for which such waiver was given.  The failure or refusal of any party hereto to
insist in any one or more instances, or in a course of dealing, upon the strict
performance of any of the terms or provisions of this Indenture by any party
hereto or the partial exercise of any right, remedy or option hereunder shall
not be construed as a waiver or relinquishment of any such term or provision,
but the same shall continue in full force and effect.  No failure on the part of the Indenture
Trustee to exercise, and no delay on its part in exercising, any right or
remedy under this Indenture will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy.  The rights and remedies provided in this
Indenture are cumulative and not exclusive of any rights or remedies provided
by law.


 


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Section 13.03                          Severability.


 


In the event that any provision of this Indenture or
the application thereof to any party hereto or to any circumstance or in any
jurisdiction governing this Indenture shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation or rule of law,
then such provision shall be deemed inoperative to the extent that it is
invalid or unenforceable and the remainder of this Indenture, and the application
of any such invalid or unenforceable provision to the parties, jurisdictions or
circumstances other than to whom or to which it is held invalid or
unenforceable, shall not be affected thereby nor shall the same affect the
validity or enforceability of this Indenture. 
The parties hereto further agree that the holding by any court of
competent jurisdiction that any remedy pursued by the Indenture Trustee
hereunder is unavailable or unenforceable shall not affect in any way the
ability of the Indenture Trustee to pursue any other remedy available to it.


 


Section 13.04                          Notices.


 


All notices, demands, certificates, requests,
directions, instructions and communications hereunder (“Notices”)
shall be in writing and shall be effective (a) upon receipt when sent
through the mails, registered or certified mail, return receipt requested,
postage prepaid, with such receipt to be effective the date of delivery
indicated on the return receipt, or (b) one Business Day after delivery to
an overnight courier, or (c) on the date personally delivered to an
authorized officer of the party to which sent, or (d) on the date
transmitted by legible telecopier transmission with a confirmation of receipt,
in all cases addressed to the recipient as follows:


 


if to WEST, to:


 


Willis
Engine Securitization Trust

c/o Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Attention: Corporate Trust Administrator

Facsimile:  (302) 651-8882


 


with copies to:


 


Willis
Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5106


 


As of March 1, 2008:


 


Willis Lease Finance Corporation


773 San Marin Drive


Novato, CA 94945


Attn: General Counsel


 


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and


 


Pillsbury
Winthrop Shaw Pittman LLP

1540 Broadway

New York, NY 10036

Attention: William C. Bowers

Facsimile: (212) 858-1500


 


if to the Administrative Agent, to:


 


Willis
Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5106


 


As of March 1, 2008:


 


Willis Lease Finance Corporation


773 San Marin Drive


Novato, CA 94945


Attn: General Counsel


 


if to the Indenture Trustee, the Security Trustee, the
Note Registrar or the Paying Agent, to:


 


Deutsche
Bank Trust Company Americas

60 Wall Street

MS NYC 60-2606

New York, New York 10005

Attention: Trust & Securities Services - Structured Finance Services

Facsimile: 212-553-2460


 


if to the Servicer, to:


 


Willis
Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5106


 


As of March 1, 2008:


 


Willis Lease Finance Corporation


773 San Marin Drive


Novato, CA 94945


Attn: General Counsel


 


154

















 


if to the Senior Liquidity Provider,
to:


 


Calyon
New York Branch

1301 Avenue of the Americas

New York, NY 10019

Attention: Neil Spier

Facsimile: (212) 459-3258


 


if to the Rating Agencies, to:


 


Fitch, Inc.

55 E. Monroe, Suite 3500

Chicago, IL 60603

Attention: ABS Monitoring Group - Equipment Leases

Facsimile: (312) 368-2069


 


Moody’s
Investors Service, Inc.

99 Church Street

New York, New York 10007

Attention: Monitoring Group 

Facsimile: (212) 553-0573


 


A copy of each notice given hereunder to any party
hereto shall also be given to each of the other parties hereto. Each party
hereto may, by notice given in accordance herewith to each of the other parties
hereto, designate any further or different address to which subsequent Notices
shall be sent.


 


Section 13.05                          Assignments.


 


(a)                                  This Indenture shall be a continuing
obligation of WEST and shall (i) be binding upon WEST and its successors
and assigns and (ii) inure to the benefit of and be enforceable by the
Indenture Trustee, and by its successors, transferees and assigns.  WEST may not assign any of its obligations
under the Indenture, or delegate any of its duties hereunder.


 


 (b)                              Each Hedge Counterparty and the Senior
Liquidity Provider shall be an express third party beneficiary of Sections 3.08,
9.01 and 9.03 hereof, as applicable.  The
Servicer shall be an express third party beneficiary of each provision of this
Indenture that affects any of its rights or obligations under this Indenture or
any other Related Document, including the provisions hereof providing for
payment of Expenses and Lien priority for amounts payable to the Servicer under
the Servicing Agreement or any other Related Document.


 


Section 13.06                          Currency
Conversion.


 


(a)                                  If any amount is received or
recovered by the Administrative Agent, the Servicer or the Indenture Trustee in
respect of this Indenture or any part thereof (whether as a result of the
enforcement of the security created under the Security Trust Agreement or
pursuant to this Indenture or any judgment or order of any court or in the
liquidation or dissolution of WEST or by way of damages for any breach of any
obligation to make any payment under or in 


 


155

















 


respect
of WEST’s obligations hereunder or any part thereof or otherwise) in a currency
(the “Received Currency”) other than the
currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency
actually received or recovered by the Indenture Trustee shall, to the fullest
extent permitted by Applicable Law, only constitute a discharge to WEST to the
extent of the amount of the Agreed Currency which the Administrative Agent, the
Servicer or the Indenture Trustee was or would have been able in accordance with
its normal procedures to purchase on the date of actual receipt or recovery
(or, if that is not practicable, on the next date on which it is so
practicable), and, if the amount of the Agreed Currency which the
Administrative Agent, the Servicer or the Indenture Trustee is or would have
been so able to purchase is less than the amount of the Agreed Currency which
was originally payable by WEST, WEST shall pay to the Administrative Agent, the
Servicer or the Indenture Trustee such amount as the Administrative Agent,
Servicer or the Indenture Trustee shall determine to be necessary to indemnify
such Person against any Loss sustained by it as a result (including the cost of
making any such purchase and any premiums, commissions or other charges paid or
incurred in connection therewith) and so that such indemnity, to the fullest
extent permitted by Applicable Law, (i) shall constitute a separate and
independent obligation of WEST distinct from its obligation to discharge the
amount which was originally payable by WEST and (ii) shall give rise to a
separate and independent cause of action and apply irrespective of any
indulgence granted by the Administrative Agent, the Servicer or the Indenture
Trustee and continue in full force and effect notwithstanding any judgment,
order, claim or proof for a liquidated amount in respect of the amount
originally payable by WEST or any judgment or order and no proof or evidence of
any actual loss shall be required.


 


(b)                                 For the purpose of or pending the
discharge of any of the moneys and liabilities hereby secured the
Administrative Agent and the Servicer may convert any moneys received,
recovered or realized by the Administrative Agent or the Servicer, as the case
may be, under this Indenture (including the proceeds of any previous conversion
under this Section 13.06) from their existing currency of denomination
into the currency of denomination (if different) of such moneys and liabilities
and any conversion from one currency to another for the purposes of any of the
foregoing shall be made at the Indenture Trustee’s then prevailing spot selling
rate at its office by which such conversion is made.  If not otherwise required to be applied in
the Received Currency, the Administrative Agent or the Servicer, as the case
may be, acting on behalf of the Security Trustee, shall promptly convert any
moneys in such Received Currency other than Dollars into Dollars.  Each previous reference in this section to a
currency extends to funds of that currency and funds of one currency may be
converted into different funds of the same currency.


 


Section 13.07                          Application
to Court.


 


The Security Trustee may at any time after the service
of a Default Notice apply to any court of competent jurisdiction for an order
that the terms of this Indenture be carried into execution under the direction
of such court and for the appointment of a receiver of the Collateral or any
part thereof and for any other order in relation to the administration of this
Indenture as the Requisite Majority shall deem fit and it may assent to or
approve any application to any court of competent jurisdiction made at the
instigation of any of the Noteholders and shall be indemnified by WEST against
all costs, charges and expenses incurred by it in relation to any such
application or proceedings.


 


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Section 13.08                          Governing
Law.


 


THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND 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 REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


Section 13.09                          Jurisdiction.


 


(a)                                  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 Indenture 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 the United States
federal or New York State courts located in The City of New York being
nominated as the forum to hear and determine any suit, action or proceeding,
and to settle any disputes, which may arise out of or in connection with this
Indenture and agrees not to claim that any such court is not a convenient or
appropriate forum.  Each of the parties
hereto agrees that the process by which any suit, action or proceeding is begun
may be served on it by being delivered in connection with any suit, action or
proceeding in The City of New York to the Person named as the process agent of
such party in Schedule 7 at the address set out therein or at the principal New
York City office of such process agent, if not the same.


 


(b)                                 The submission to the jurisdiction
of the courts referred to in Section 13.09(a) shall not (and shall
not be construed so as to) limit the right of the Indenture Trustee to take
proceedings against WEST in any other court of competent jurisdiction nor shall
the taking of proceedings in any one or more jurisdictions preclude the taking
of proceedings in any other jurisdiction, whether concurrently or not.


 


(c)                                  Each of the parties hereto hereby
consents generally in respect of any legal action or proceeding arising out of
or in connection with this Indenture to the giving of any relief or the issue
of any process in connection with such action or proceeding, including the
making, enforcement or execution against any property whatsoever (irrespective
of its use or intended use) of any order or judgment which may be made or given
in such action or proceeding.


 


Section 13.10                          Counterparts.


 


This Indenture may be executed in two or more
counterparts by the parties hereto, and each such counterpart shall be
considered an original and all such counterparts shall constitute one and the
same instrument.


 


Section 13.11                          Table
of Contents, Headings, Etc.


 


The Table of Contents and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms and provisions hereof.


 


157

















 


Section 13.12                          Compliance
with Anti-Terrorism and Money-Laundering Regulations.


 


In order to comply with the laws, rules, regulations
and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and
money laundering, the Indenture Trustee is required to obtain, verify and
record certain information relating to individuals and entities which maintain
a business relationship with the Indenture Trustee. Accordingly, each of the
parties agree to provide to the Indenture Trustee, upon its request from time
to time such identifying information and documentation as may be available for
such party in order to enable the Indenture Trustee to comply with such laws,
rules, regulations and executive orders.


 


[SIGNATURE PAGE FOLLOWS]


 


158

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, all as of the date first written above.


 


	
   

  	
  WILLIS ENGINE
  SECURITIZATION TRUST,

  
	
   

  	
       as
  issuer of the 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

  



 
















 


SCHEDULE 1


 


ENGINE SUBSIDIARIES


 


 


WEST Engine Funding LLC, a Delaware limited liability company


 

















 


SCHEDULE 2-1


 


ENGINE TRUSTS ON INITIAL CLOSING DATE


 


1.
Trust Agreement No. 30771 dated as of February 16, 2005, between WEST
Funding, as owner participant, and Wells Fargo Bank Northwest, National
Association (“Wells Fargo”), as owner trustee.


 


2.
Trust Agreement No. 311498 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


3.
Trust Agreement No. 312234 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


4.
Trust Agreement No. 575283 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


5.
Trust Agreement No. 575573 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


6.
Trust Agreement No. 577214 dated as of February 14, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


7.
Trust Agreement No. 695530 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


8.
Trust Agreement No. 704371 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


9.
Trust Agreement No. 704447 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


10.
Trust Agreement No. 704638 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


11.
Trust Agreement No. 708173 dated as of February 4, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


12.
Trust Agreement No. 716430 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


13.
Trust Agreement No. 716779 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


14.
Trust Agreement No. 718210 dated as of September 22, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


15.
Trust Agreement No. 718262 dated as of October 10, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


16.
Trust Agreement No. 721877 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


17.
Trust Agreement No. 724721 dated as of November 6, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


18.
Trust Agreement No. 724862 dated as of January 12, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


19.
Trust Agreement No. 725183 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


20.
Trust Agreement No. 725434 dated as of July 20, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


21.
Trust Agreement No. 725522 dated as of November 26, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


22.
Trust Agreement No. 726169 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


23.
Trust Agreement No. 726173 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


24.
Trust Agreement No. 726195 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


25.
Trust Agreement No. 726203 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


26.
Trust Agreement No. 727057 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


27.
Trust Agreement No. 727255 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


28.
Trust Agreement No. 727340 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


29.
Trust Agreement No. 727393 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


30.
Trust Agreement No. 728154 dated as of October 4, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


31.
Trust Agreement No. 728173 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


32.
Trust Agreement No. 731570 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


33.
Trust Agreement No. 731812 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


34.
Trust Agreement No. 731999 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


35.
Trust Agreement No. 733172 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


36.
Trust Agreement No. 733175 dated as of October 24, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


37.
Trust Agreement No. 733186 dated as of October 23, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


38.
Trust Agreement No. 733438 dated as of October 29, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


39.
Trust Agreement No. 733471 dated as of October 21, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


40.
Trust Agreement No. 733587 dated as of May 25, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


41.
Trust Agreement No. 733715 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


42.
Trust Agreement No. 733758 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


43.
Trust Agreement No. 740342 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


44.
Trust Agreement No. 741414 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


45.
Trust Agreement No. 741573 dated as of October 23, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


46.
Trust Agreement No. 741822 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


47.
Trust Agreement No. 779194 dated as of October 4, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


48.
Trust Agreement No. 779484 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


49.
Trust Agreement No. 856690 dated as of March 25, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


50.
Trust Agreement No. 858327 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


51.
Trust Agreement No. 858788 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


52.
Trust Agreement No. 858789 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


53.
Trust Agreement No. 872554 dated as of May 12, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


54.
Trust Agreement No. 874243 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


55.
Trust Agreement No. 876272 dated as of February 22, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


56.
Trust Agreement No. 888763 dated as of March 3, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


57.
Trust Agreement No. 890704 dated as of January 12, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


58.
Trust Agreement No. 890988 dated as of September 10, 2004, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


59.
Trust Agreement No. 695344 dated as of October 6, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


60.
Trust Agreement No. 695495 dated as of October 6, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


61. Trust Agreement No. 702668 dated as of
August 22, 2005, between WEST Funding, as owner participant, and Wells Fargo,
as owner trustee.


 

















 


SCHEDULE 2-2


 


ENGINE TRUSTS ON EFFECTIVE DATE


 


1.
Trust Agreement No. 30771 dated as of February 16, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


2.
Trust Agreement No. 311498 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


3.
Trust Agreement No. 312234 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


4.
Trust Agreement No. 575573 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


5.
Trust Agreement No. 577214 dated as of February 14, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


6.
Trust Agreement No. 704638 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


7.
Trust Agreement No. 708173 dated as of February 4, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


8.
Trust Agreement No. 716430 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


9.
Trust Agreement No. 716779 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


10.
Trust Agreement No. 721877 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


11.
Trust Agreement No. 724721 dated as of November 6, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


12.
Trust Agreement No. 724862 dated as of January 12, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


13.
Trust Agreement No. 725183 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


14.
Trust Agreement No. 725434 dated as of July 20, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


15.
Trust Agreement No. 725522 dated as of November 26, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


16.
Trust Agreement No. 726195 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


17.
Trust Agreement No. 726203 dated as of February 2, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


18.
Trust Agreement No. 727057 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


19.
Trust Agreement No. 727255 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


20.
Trust Agreement No. 727340 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


21.
Trust Agreement No. 727393 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


22.
Trust Agreement No. 728154 dated as of October 4, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


23.
Trust Agreement No. 728173 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


24.
Trust Agreement No. 731812 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


25.
Trust Agreement No. 731999 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


26.
Trust Agreement No. 733172 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


27.
Trust Agreement No. 733175 dated as of October 24, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


28.
Trust Agreement No. 733186 dated as of October 23, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


29.
Trust Agreement No. 733438 dated as of October 29, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


30.
Trust Agreement No. 733471 dated as of October 21, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


31.
Trust Agreement No. 733587 dated as of May 25, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


32.
Trust Agreement No. 733715 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


33.
Trust Agreement No. 733758 dated as of December 19, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


34.
Trust Agreement No. 740342 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


35.
Trust Agreement No. 741414 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


36.
Trust Agreement No. 741573 dated as of October 23, 2002, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


37.
Trust Agreement No. 741822 dated as of March 18, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


38.
Trust Agreement No. 779484 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


39.
Trust Agreement No. 858788 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


40.
Trust Agreement No. 872554 dated as of May 12, 2003, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


41.
Trust Agreement No. 874243 dated as of September 12, 2002, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


42.
Trust Agreement No. 876272 dated as of February 22, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


43.
Trust Agreement No. 888763 dated as of March 3, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


44.
Trust Agreement No. 890704 dated as of January 12, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


45.
Trust Agreement No. 890988 dated as of September 10, 2004, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


46.
Trust Agreement No. 695344 dated as of October 6, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


47.
Trust Agreement No. 695495 dated as of October 6, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


48.
Trust Agreement No. 702668 dated as of August 22, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


49.
Trust Agreement No. V12145 dated as of October 8, 2005, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


50.
Trust Agreement No. 725623 dated as of July 21, 2005, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of November 11, 2005
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


51.
Trust Agreement No. 725299 dated as of July 21, 2005, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of November 11, 2005
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


52.
Trust Agreement No. 726245 dated as of July 21, 2005, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of November 11, 2005
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


53.
Trust Agreement No. 702823 dated as of July 21, 2005, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of November 11, 2005
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


54.
Trust Agreement No. 704299 dated as of July 21, 2005, Willis, as
owner participant, and Wells Fargo, as owner trustee, as amended by the Trust
Amendment and Supplement No. 1 dated as of November 11, 2005 among
Willis, WEST Funding, as successor owner participant, and Wells Fargo, as owner
trustee, transferring all of the rights and obligations of Willis as owner
participant to WEST Funding.


 


55.
Trust Agreement No. V12177 dated as of November 15, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


56.
Trust Agreement No. 779360 dated as of December 21, 2005, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


57.
Trust Agreement No. 892706 dated as of January 17, 2006, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


58.
Trust Agreement No. 892702 dated as of January 17, 2006, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


59.
Trust Agreement No. 892707 dated as of January 17, 2006, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


60.
Trust Agreement No. 733325 dated as of February 8, 2006, between
Willis, as owner participant, and Wells Fargo, as owner trustee, as amended by
the Trust Amendment and Supplement No. 1 dated as of February 8, 2006
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


61.
Trust Agreement No. V12361 dated as of June 16, 2006, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of October 2, 2006
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


62.
Trust Agreement No. V12346 dated as of June 12, 2006, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of August 31, 2006
among Willis, WEST Funding, as successor owner participant, and Wells Fargo, as
owner trustee, transferring all of the rights and obligations of Willis as
owner participant to WEST Funding.


 


63.
Trust Agreement No. 891264 dated as of March 30, 2006, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


64.
Trust Agreement No. 695357 dated as of June 1, 2006, between Willis,
as owner participant, and Wells Fargo, as owner trustee, as amended by the
Trust Amendment and Supplement No. 1 dated as of August 4, 2006 among
Willis, WEST Funding, as successor owner participant, and Wells Fargo, as owner
trustee, transferring all of the rights and obligations of Willis as owner
participant to WEST Funding.


 


65.
Trust Agreement No. 894269 dated as of September 28, 2006, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


66.
Trust Agreement No. 892355 dated as of December 12, 2006, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


67.
Trust Agreement No. 697257 dated as of March 23, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


68.
Trust Agreement No. 567319 dated as of May 8, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


69.
Trust Agreement No. 894798 dated as of June 29, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


70.
Trust Agreement No. 567321 dated as of July 11, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


71.
Trust Agreement No. V12696 dated as of July 16, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


72.
Trust Agreement No. V12694 dated as of July 16, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


73.
Trust Agreement No. 697433 dated as of August 3, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


74.
Trust Agreement No. 892688 dated as of November 22, 2006, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


75.
Trust Agreement No. 890916 dated as of December 12, 2006, between
WEST Funding, as owner participant, and Wells Fargo, as owner trustee.


 


76.
Trust Agreement No. 31267 dated as of December 14, 2006, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


77.
Trust Agreement No. 697146 dated as of January 5, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


78.
Trust Agreement No. 872016 dated as of June 29, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 


79.
Trust Agreement No. 872170 dated as of June 29, 2007, between WEST
Funding, as owner participant, and Wells Fargo, as owner trustee.


 

















 


SCHEDULE 3


 


LEASING SUBSIDIARIES


 


 


WEST Engine
Funding (Ireland) Limited, an Irish private limited company


 
















 


SCHEDULE 4-1


 


INITIAL ENGINES


 


	
  No.

  	
   

  	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  Engine Serial Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Rolls Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  30771

  	
   

  
	
  2.

  	
   

  	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  311498

  	
   

  
	
  3.

  	
   

  	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  312234

  	
   

  
	
  4.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  575283

  	
   

  
	
  5.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  575573

  	
   

  
	
  6.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  577214

  	
   

  
	
  7.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2A

  	
   

  	
  695530

  	
   

  
	
  8.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704371

  	
   

  
	
  9.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704447

  	
   

  
	
  10.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2D1F

  	
   

  	
  704638

  	
   

  
	
  11.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  708173

  	
   

  
	
  12.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  716430

  	
   

  
	
  13.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  716779

  	
   

  
	
  14.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718210

  	
   

  
	
  15.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718262

  	
   

  
	
  16.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  721877

  	
   

  
	
  17.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  724721

  	
   

  
	
  18.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4158

  	
   

  	
  724862

  	
   

  
	
  19.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725183

  	
   

  
	
  20.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  725434

  	
   

  
	
  21.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725522

  	
   

  
	
  22.

  	
   

  	
  Pratt & Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726169

  	
   

  
	
  23.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726173

  	
   

  
	
  24.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726195

  	
   

  
	
  25.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726203

  	
   

  
	
  26.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  727057

  	
   

  
	
  27.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  727255

  	
   

  
	
  28.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727340

  	
   

  
	
  29.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727393

  	
   

  
	
  30.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728154

  	
   

  
	
  31.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728173

  	
   

  
	
  32.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731570

  	
   

  
	
  33.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731812

  	
   

  
	
  34.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731999

  	
   

  
	
  35.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733172

  	
   

  
	
  36.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733175

  	
   

  
	
  37.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733186

  	
   

  
	
  38.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733438

  	
   

  
	
  39.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733471

  	
   

  
	
  40.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733587

  	
   

  
	
  41.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733715

  	
   

  



 

















 


	
  42.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733758

  	
   

  
	
  43.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  740342

  	
   

  
	
  44.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741414

  	
   

  
	
  45.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741573

  	
   

  
	
  46.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741822

  	
   

  
	
  47.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  779194

  	
   

  
	
  48.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  779484

  	
   

  
	
  49.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  856690

  	
   

  
	
  50.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858327

  	
   

  
	
  51.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858788

  	
   

  
	
  52.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858789

  	
   

  
	
  53.

  	
   

  	
  General Electric

  	
   

  	
  CF34-3A/B

  	
   

  	
  872554

  	
   

  
	
  54.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  874243

  	
   

  
	
  55.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  876272

  	
   

  
	
  56.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  888763

  	
   

  
	
  57.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890704

  	
   

  
	
  58.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890988

  	
   

  
	
  59.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6

  	
   

  	
  695344

  	
   

  
	
  60.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6

  	
   

  	
  695495

  	
   

  
	
  61.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6F

  	
   

  	
  702668

  	
   

  



 

















 


SCHEDULE 4-2


 


EFFECTIVE DATE ENGINES


 


	
  No.

  	
   

  	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  Engine Serial Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Rolls Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  30771

  	
   

  
	
  2.

  	
   

  	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  311498

  	
   

  
	
  3.

  	
   

  	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  312234

  	
   

  
	
  4.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  575573

  	
   

  
	
  5.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  577214

  	
   

  
	
  6.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2D1F

  	
   

  	
  704638

  	
   

  
	
  7.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  708173

  	
   

  
	
  8.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  716430

  	
   

  
	
  9.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  716779

  	
   

  
	
  10.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  721877

  	
   

  
	
  11.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  724721

  	
   

  
	
  12.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4158

  	
   

  	
  724862

  	
   

  
	
  13.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725183

  	
   

  
	
  14.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  725434

  	
   

  
	
  15.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725522

  	
   

  
	
  16.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726195

  	
   

  
	
  17.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726203

  	
   

  
	
  18.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  727057

  	
   

  
	
  19.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  727255

  	
   

  
	
  20.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727340

  	
   

  
	
  21.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727393

  	
   

  
	
  22.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728154

  	
   

  
	
  23.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728173

  	
   

  
	
  24.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731812

  	
   

  
	
  25.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  731999

  	
   

  
	
  26.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733172

  	
   

  
	
  27.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733175

  	
   

  
	
  28.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5A

  	
   

  	
  733186

  	
   

  
	
  29.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733438

  	
   

  
	
  30.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733471

  	
   

  
	
  31.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733587

  	
   

  
	
  32.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733715

  	
   

  
	
  33.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733758

  	
   

  
	
  34.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  740342

  	
   

  
	
  35.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741414

  	
   

  
	
  36.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741573

  	
   

  
	
  37.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C

  	
   

  	
  741822

  	
   

  
	
  38.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B

  	
   

  	
  779484

  	
   

  
	
  39.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858788

  	
   

  
	
  40.

  	
   

  	
  General Electric

  	
   

  	
  CF34-3A/B

  	
   

  	
  872554

  	
   

  



 

















 


	
  41.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  874243

  	
   

  
	
  42.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  876272

  	
   

  
	
  43.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  888763

  	
   

  
	
  44.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890704

  	
   

  
	
  45.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  890988

  	
   

  
	
  46.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6

  	
   

  	
  695344

  	
   

  
	
  47.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6

  	
   

  	
  695495

  	
   

  
	
  48.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B6F

  	
   

  	
  702668

  	
   

  
	
  49.

  	
   

  	
  International Aero

  	
   

  	
  V2527-A5

  	
   

  	
  V12145

  	
   

  
	
  50.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725623

  	
   

  
	
  51.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725299

  	
   

  
	
  52.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-3C1

  	
   

  	
  726245

  	
   

  
	
  53.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B1F

  	
   

  	
  702823

  	
   

  
	
  54.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B2F

  	
   

  	
  704299

  	
   

  
	
  55.

  	
   

  	
  International Aero

  	
   

  	
  V2527-A5

  	
   

  	
  V12177

  	
   

  
	
  56.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/P

  	
   

  	
  779360

  	
   

  
	
  57.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  892706

  	
   

  
	
  58.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  892702

  	
   

  
	
  59.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  892707

  	
   

  
	
  60.

  	
   

  	
  Pratt &
  Whitney

  	
   

  	
  4168A

  	
   

  	
  733325

  	
   

  
	
  61.

  	
   

  	
  International Aero

  	
   

  	
  V2527-A5

  	
   

  	
  V12361

  	
   

  
	
  62.

  	
   

  	
  International Aero

  	
   

  	
  V2500

  	
   

  	
  V12346

  	
   

  
	
  63.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B27

  	
   

  	
  891264

  	
   

  
	
  64.

  	
   

  	
  General Electric

  	
   

  	
  CF6-80C2B4

  	
   

  	
  695357

  	
   

  
	
  65.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B

  	
   

  	
  894269

  	
   

  
	
  66.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B22

  	
   

  	
  892355

  	
   

  
	
  67.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/P

  	
   

  	
  697257

  	
   

  
	
  68.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C4/P

  	
   

  	
  567319

  	
   

  
	
  69.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B24

  	
   

  	
  894798

  	
   

  
	
  70.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5C41P

  	
   

  	
  567321

  	
   

  
	
  71.

  	
   

  	
  International Aero

  	
   

  	
  V2533-A5

  	
   

  	
  V12696

  	
   

  
	
  72.

  	
   

  	
  International Aero

  	
   

  	
  V2533-A5

  	
   

  	
  V12694

  	
   

  
	
  73.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4

  	
   

  	
  697433

  	
   

  
	
  74.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B22

  	
   

  	
  892688

  	
   

  
	
  75.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-7B22

  	
   

  	
  890916

  	
   

  
	
  76.

  	
   

  	
  Rolls Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  31267

  	
   

  
	
  77.

  	
   

  	
  CFM International

  	
   

  	
  CFM56-5B4/P

  	
   

  	
  697146

  	
   

  
	
  78.

  	
   

  	
  General Electric

  	
   

  	
  CF34-3B1

  	
   

  	
  872016

  	
   

  
	
  79.

  	
   

  	
  General Electric

  	
   

  	
  CF34-3B1

  	
   

  	
  872170

  	
   

  



 

















 


SCHEDULE
5


 


CONDITIONS
PRECEDENT TO ACQUISITION OF ADDITIONAL ENGINES


 


On any Delivery Date on which an Additional Engine is
to be acquired with funds withdrawn from the Engine Acquisition Account, the
Administrative Agent shall give a written direction to the Indenture Trustee to
transfer funds to the applicable Seller of such Additional Engine only upon
satisfaction of the following conditions precedent:


 


(a)                                  Each
of the following shall be true, and each of the Indenture Trustee and Security
Trustee shall have received a certificate substantially in the form of Annex A
to this Schedule 5 signed by any Controlling Trustee of WEST stating that:


 


(i)                                     the
approvals by the Controlling Trustees required by Section 5.03(b) of
this Indenture have been obtained, including the resolutions required by Section 5.03
of the Indenture for such Additional Engine that is being acquired as part of
Replacement Exchange, and a copy of such resolutions are attached to such
Certificate;


 


(ii)                                  such
Additional Engine satisfies the requirements in the definition of an “Engine”
in this Indenture, and the purchase price for such Additional Engine satisfies
the requirements of Section 5.03(b) of this Indenture;


 


(iii)                               no Event of Loss has
occurred with respect to such Additional Engine and that no other damage has
occurred with respect to such Additional Engine that would materially adversely
affect the value of such Additional Engine;


 


(iv)                              all
conditions precedent under the applicable Asset Purchase Agreement for such
Additional Engine have been satisfied or waived by the relevant parties;


 


(v)                                 after
the acquisition of such Additional Engine (and any other Additional Engines
being acquired on such Delivery Date) the percentage of Off-Production Engines
in the Portfolio (measured by Adjusted Borrowing Value as of such Delivery
Date) does not exceed *** until August 9,
2009 and *** thereafter;


 


(vi)                              if
such Additional Engine is subject to a Lease, such Lease meets the requirements
of this Indenture; and


 


(vii)                           the acquisition of such
Additional Engine does not result in a Concentration Violation (without regard
to the Concentration Variance Limits) and does not cause the percentage of
Engines not on lease (measured by Adjusted Borrowing Value) to exceed ***.


 


(b)                                 With
respect to each such Additional Engine owned or to be owned by an Engine
Trustee, the Security Trustee shall have received from such Engine Trustee a
copy of the Engine Trust Agreement for the Engine Trust of such Engine Trustee,
duly executed by the Engine Trustee and WEST, WEST Funding or another
Subsidiary of WEST (other than an Engine Trust).


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 

















 


(c)                                  The
Security Trustee shall have received a copy of the following documents:


 


(i)                                     the
Acquisition Agreement for each such Additional Engine, duly executed and
delivered by WEST, the applicable Seller and any WEST Subsidiary a party
thereto (including the Engine Subsidiary or Engine Trust, if applicable, that
will own such Additional Engine (the “Buyer”)), provided that, if the Buyer is obligated to the Seller of
such Additional Engine to keep all or a portion of such Acquisition Agreement
confidential, such portions may be kept confidential in an appropriate manner;


 


(ii)                                  a
bill of sale or other instrument transferring all right, title and interest of
the Seller in such Additional Engine or the Engine Interest in respect of such
Additional Engine to the Buyer; and


 


(iii)                               if any such Additional
Engine is being acquired from an Affiliate of WEST, an invoice, contract or
other written document evidencing the amount of the Purchase Price of such
Additional Engine and the cost of such Additional Engine, in each case
reasonably acceptable to the Security Trustee.


 


(d)                                 The
following documents shall have been duly executed and delivered by the
indicated parties:


 


(i)                                     an
Engine Mortgage in respect of each Additional Engine between the Security
Trustee and the Buyer;


 


(ii)                                  a
Grantor Supplement from each Engine Trustee that is owns or is acquiring a
Additional Engine; and


 


(iii)                               a Collateral Supplement
from WEST, WEST Funding or any other Subsidiary that is to own any Engine or
Engine Trust;


 


(e)                                  The
Lien created by the Engine Mortgage in respect of such Additional Engine shall
constitute a first priority security interest in such Additional Engine and any
other Collateral (including the Accounts) owned by WEST and the Buyer of such Additional
Engine free and clear of liens (other than Permitted Liens), and the following
actions to perfect the security interest of the Security Trustee in such
Additional Engine and the related Collateral shall have been taken:


 


(i)                                     the
Engine Mortgage with respect to such Additional Engine and any Lease of such
Additional Engine shall have been duly filed with the FAA, and the
International Interest created by such Engine Mortgage shall have been
registered with the International Registry;


 


(ii)                                  UCC
financing statements and other appropriate financing statements (including one
or more financing statements to be filed with respect to any Lease for such
Additional Engine) or notices and consents, duly executed by WEST or the Engine
Subsidiary or Engine Trust that will own such Additional Engine or other 


 


2

















 


appropriate Person, and duly filed with the
appropriate offices or registers as designated by the Security Trustee,


 


(iii)                               the sale of the
Additional Engine to the Buyer and the International Interest created by the
Engine Mortgage shall have been registered with the International Registry and,
if the Additional Engine is subject to a Lease, the Buyer shall have taken such
actions to perfect the security interest of the Security Trustee in such Lease
as are required by the Engine Mortgage;


 


(iv)                              any
prior financing in respect of such Additional Engine shall have been fully paid
and satisfied and any Liens and International Interests created in connection with
such prior financing shall have been released and discharged on all applicable
public records, including the International Registry, or the Security Trustee
has received such evidence of the release and discharge of such Liens or the
obligation of the lender under such prior financing to release and discharge
such Liens as shall be acceptable to the Security Trustee;


 


(iv)                              all
necessary fees and Taxes relating to such filings and registration have been
paid; and


 


(vi)                              WEST
and the Buyer of such Additional Engine shall have done such other acts
required by Applicable Law to perfect the security interest or charge in any
Collateral and shall have made such other filings and taken such other actions
as are necessary to establish the priority and perfection of the Lien of the
Security Trustee in such Additional Engine and the other Collateral.


 


(f)                                    The
Administrative Agent shall have provided a certificate to the Indenture Trustee
substantially in the form of Annex B to this Schedule 5 setting forth the Initial
Appraised Value and Initial Borrowing Value of such Additional Engine, to which
shall be attached the following items:


 


(i)                                     a
schedule as to the following matters, in each case taking into account such
Additional Engine and any other Additional Engines being acquired on such
Delivery Date:


 


(A)                                          the
total amounts of the Initial Borrowing Values of such Additional Engines and
the Adjusted Borrowing Values of all other Engines within each Concentration
Limit category and of Off-Production Engines as a percentage of the Aggregate
Adjusted Borrowing Value of the Portfolio; and


 


(B)                                            the
total amounts of the Initial Borrowing Values of the Additional Engines and the
Adjusted Borrowing Values of all other Engines in relation to the Outstanding
Principal Balance under the Series A Notes, Outstanding Principal Balance
under Series B Notes and Aggregate Note Principal Balance after all Loans
are made on the Funding Date;


 


(ii)                                  a
copy of the Appraisals for each Additional Engine, dated not more than six (6) months
prior to the Funding Date, and


 


3

















 


(iii)                               if the Seller is an
Affiliate of WEST, evidence of the book value of the Additional Engine in the
hands of the Seller reasonably acceptable to each of the Indenture Trustee and
Security Trustee.


 


(g)                                 If
such Additional Engine is subject to a Lease,


 


(i)                                     a
chattel paper copy of the Lease for such Additional Engine and a chattel paper
copy of any Lease supplement for such Additional Engine shall have been
delivered pursuant to the requirements of the Security Trust Agreement and the
Custodial Agreement (or if any such chattel paper copy does not exist,
appropriate evidence with respect to the missing chattel paper copy reasonably
acceptable to the Security Trustee), and


 


(ii)                                  the
Lessee under such Lease relating shall have been directed to remit to the
Collections Account all Lease Payments owing pursuant to such Lease.


 


(h)                If such Additional Engine is subject to
a Lease that requires Maintenance Reserve Payments, any Maintenance Reserve
Payment balance for each such Additional Engine shall have been transferred to
the Collections Account.


 


(i)                                     If
such Additional Engine is subject to a Lease that requires Security Deposits,
such Security Deposits, if any, for each such Additional Engine that are in the
form of cash or funds shall have been transferred to the Security
Deposit/Lessee-Funded Account and such Security Deposits, if any, in the form
of letters of credit or similar collateral shall have been transferred to the
Buyer.


 


(j)                                     The
Security Trustee shall have received (i) an opinion of special FAA counsel
in the United States as to the creation, priority and perfection of the
security interest created by the Engine Mortgage in such Additional Engine and
the other Collateral effected pursuant to clause (e) above, (ii) an
opinion of special FAA counsel or other counsel reasonably acceptable to the
Security Trustee as to the registration and priority of the International
Interests of the Security Trustee in such Additional Engine and, if applicable,
the Lease of such Additional Engine, in each case in form and substance
satisfactory to the Security Trustee, and (iii) the results of searches on
the International Registry evidencing the priority of the security interest in
the Additional Engine.


 


(k)                                  If
such Additional Engine is subject to a Lease, the Servicer shall have received
a certificate from an insurance broker, naming the Security Trustee as the sole
loss payee and an additional insured, and copy of such certificate shall have
been delivered to the Security Trustee.


 


4

















 


Annex A


 


to Schedule 5 to the Amended and Restated
Indenture


 


[FORM OF]

CONTROLLING TRUSTEE DELIVERY DATE CERTIFICATE


 


Date:  [                                                                                                          ][  ], 20[ 
]


 


The undersigned, a Controlling Trustee of Willis
Engine Securitization Trust, a Delaware statutory trust (“WEST”),
does hereby certify to Deutsche Bank Trust Company Americas, as Indenture
Trustee under the Indenture, dated as of August 9, 2005 and as amended and
restated as of December 13, 2007 (as amended, modified or supplemented,
the “Indenture”), in satisfaction of one of
the conditions under the Indenture to acquisition of an Additional Engine on
the date first set forth above (the “Delivery Date”),
as follows (capitalized terms used herein having the same meanings as in the
Indenture):


 


(i)                                     the
approvals by the Controlling Trustees required by Section 5.03(b) of
the Indenture have been obtained, including the resolutions required by Section 5.03
of the Indenture for such Additional Engine that is being acquired as part of
Replacement Exchange, and a copy of such resolutions are attached to this
Certificate;


 


(ii)                                  such
Additional Engine satisfies the requirements in the definition of an “Engine”
in the Indenture, and the Purchase Price for each such Additional Engine
satisfies the requirements of Section 5.03(b) of the Indenture;


 


(iii)                               no Event of Loss has
occurred with respect to such Additional Engine and that no other damage has
occurred with respect to such Additional Engine that would materially adversely
affect the value of such Additional Engine;


 


(iv)                              all
conditions precedent under the applicable Asset Purchase Agreement for such
Additional Engine have been satisfied or waived by the relevant parties;


 


(v)                                 after
the acquisition of each such Additional Engine (and any other Additional
Engines being acquired on such Delivery Date) the percentage of Off-Production
Engines in the Portfolio (measured by Adjusted Borrowing Value as of such
Delivery Date) does not exceed ***
until August 9, 2009 and ***
thereafter;


 


(vi)                              if
such Additional Engine is subject to a Lease, such Lease meets the requirements
of the Indenture; and


 


(vii)                           the acquisition of such
Additional Engine does not result in a Concentration Violation (without regard
to the Concentration Variance Limits) and does not cause the percentage of
Engines not on lease (measured by Adjusted Borrowing Value) to exceed ***.


 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 

















 


Executed as of the date first set forth above, by the
undersigned, a Controlling Trustee of WEST.


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:
  Controlling Trustee

  



 


2

















 


Annex B


 


to Schedule 5 to the Amended and Restated Indenture


 


[FORM OF]


 


ADMINISTRATIVE
AGENT DELIVERY DATE CERTIFICATE


 


Date:  [                                                                                                          ][  ], 20[ 
]


 


The undersigned, an officer of Willis Lease Finance
Corporation, as Administrative Agent for Willis Engine Securitization Trust, a
Delaware statutory trust (“WEST”), does
hereby certify to Deutsche Bank Trust Company Americas, as Indenture Trustee
under the Indenture, dated as of August 9, 2005 and as amended and
restated as of December 13, 2007 (as amended, modified or supplemented,
the “Indenture”), in satisfaction of one of
the conditions under the Indenture to acquisition of an Additional Engine on
the date first set forth above (the “Delivery Date”),
as follows (capitalized terms used herein having the same meanings as in the
Indenture):


 


(i)                                     the
Initial Appraised Value and Initial Borrowing Value of such Additional Engine
are set forth in a schedule attached to this Certificate;


 


(ii)                                  a
schedule as to the following matters, in each case taking into account such
Additional Engine and any other Additional Engines being acquired on such
Delivery Date, is attached to this Certificate:


 


(A)                                          the
total amounts of the Initial Borrowing Values of such Additional Engines and
the Adjusted Borrowing Values of all other Engines within each Concentration
Limit category and of Off-Production Engines as a percentage of the Aggregate
Adjusted Borrowing Value of the Portfolio, and


 


(B)                                            the
total amounts of the Initial Borrowing Values of the Additional Engines and the
Adjusted Borrowing Values of all other Engines in relation to the Outstanding
Principal Balance under the Series A Notes, Outstanding Principal Balance
under Series B Notes and Aggregate Note Principal Balance after all Series [          ]
Loans are made on the Funding Date and; and


 


(iii)                               copies of the Appraisals
for each Additional Engine, dated not more than six (6) months prior to
the Delivery Date, are attached to this Certificate, and


 


(iv)                              if
the Seller is an Affiliate of WEST, evidence of the book value of the
Additional Engine in the hands of the Seller reasonably acceptable to the
Indenture Trustee and the Series [          ]
Holders is attached to this Certificate.


 

















 


Executed as of the date first set forth above, by the
undersigned, an officer of the Administrative Agent.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


2
















 


SCHEDULE
6


 


CONDITIONS PRECEDENT TO FUNDING OF DISCRETIONARY ENGINE MODIFICATION


 


On any Delivery Date on which a Discretionary Engine Modification is to
be funded with amounts withdrawn from the Engine Acquisition Account, the
Administrative Agent shall give a written direction to the Indenture Trustee to
transfer funds to the applicable Supplier of such Discretionary Engine
Modification only
upon satisfaction of the following conditions precedent:


 


(a)           The Indenture
Trustee shall have received a certificate signed by any Controlling Trustee of
WEST stating that the approvals by the Controlling Trustees required by Section 5.03(c) of
this Indenture have been obtained, with a copy of such resolutions attached to
such certificate.


 


(b)           The Indenture
Trustee shall have received a copy of the following documents:


 


(i)            the
Modification Agreement for each such Discretionary Engine Modification; and


 


(ii)           an
invoice, contract or other written document evidencing the amount of the
Purchase Price and/or cost of such Discretionary Engine Modification, in each
case reasonably acceptable to the Indenture Trustee.


 

















 


Annex A


 


to Schedule 6 to the Amended and Restated
Indenture


 


[FORM OF]

CONTROLLING TRUSTEE DELIVERY DATE CERTIFICATE


 


Date:  [                           ][     ],
20[   ]


 


                The undersigned, a Controlling
Trustee of Willis Engine Securitization Trust, a Delaware statutory trust (“WEST”), does hereby certify to Deutsche Bank Trust Company
Americas, as Indenture Trustee under the Indenture, dated as of August 9,
2005 and as amended and restated as of December 13, 2007 (as amended,
modified or supplemented, the “Indenture”), in
satisfaction of one of the conditions under the Indenture to funding of a
Discretionary Engine Modification on the date first set forth above, that the
approvals by the Controlling Trustees required by Section 5.03(c) of
the Indenture have been obtained, including the resolutions required by Section 5.03
of the Indenture for such Discretionary Engine Modification, and a copy of such
resolutions are attached to this Certificate.


 


                Executed as of the date first
set forth above, by the undersigned, a Controlling Trustee of WEST.


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  Controlling Trustee

  



 

















 


SCHEDULE
7


 


AGENT
FOR SERVICE OF PROCESS


 


	
  Party

  	
   

  	
  Jurisdiction

  	
   

  	
  Appointed Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willis Engine Securitization 

  Trust

  	
   

  	
  Delaware

  	
   

  	
  Corporation Service Company  

  1133 Avenue of the Americas  

  New York, NY 10036

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WEST Engine
  Funding LLC

  	
   

  	
  Delaware

  	
   

  	
  Corporation Service Company  

  1133 Avenue of the Americas  

  New York, NY 10036

  



 

















 


EXHIBIT
A-1


 


FORM OF
SERIES A TERM 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.


 


Each Regulation S Temporary Book-Entry Note shall bear
the following legend on the face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 


2

















 


WILLIS ENGINE
SECURITIZATION TRUST


SERIES
[        ]-A1 FLOATING RATE SECURED
NOTE


 


	
      $[XX]

  	
  CUSIP
  No.:                

  



No.       
  [                ,
    ], [        ]


 


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 Series [           ]-A1
Loans in the principal sum of
[                    ]
Dollars
($                ),
which sum 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 [       ]-A1 Supplement,
dated as of [            ],
[        ] (as amended, restated or
otherwise modified from time to time, the “Series [        ]-A1
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 [        ]-A1
Floating Rate Secured Note (this “Series [        ]-A1
Note”) on the dates and in the amounts set forth in the Indenture
and the Series [        ]-A1
Supplement. Capitalized terms not otherwise defined herein will have the
meaning set forth in the Indenture and the Series [        ]-A1
Supplement.


 


Payment
of the principal of and interest on this Series [      ]-A1
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 [        ]-A1
Note is payable at the times and in the amounts set forth in the Indenture and
the Series [        ]-A1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the related Record Date.


 


This
Series [        ]-A1 Note is one
of the authorized notes identified in the title hereto and issued pursuant to
the Indenture and the Series [        ]-A1
Supplement.


 


The
Series [        ]-A1 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 [        ]-A1 Note is
transferable as provided in the Indenture and the Series [        ]-A1
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 [        ]-A1
Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by
a written instrument of transfer 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 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 [        ]-A1
Notes.


 


WEST,
the Indenture Trustee and any other agent of WEST may treat the Person in whose
name this Series [        ]-A1
Note is registered as the absolute owner hereof for all 


 


3

















 


purposes,
and neither WEST, the Indenture Trustee, nor any other such agent shall be
affected by notice to the contrary.


 


The
Series [        ]-A1 Note are
subject to Optional Redemption, at the times and subject to the conditions set
forth in the Indenture and the Series [        ]-A1
Supplement.


 


If
an Event of Default under the Indenture shall occur and be continuing, the
principal of and accrued interest on this Series [        ]-A1
Note may be declared to be due and payable in the manner and with the effect
provided in the Indenture and the Series [        ]-A1
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 [        ]-A1
Note and on all future holders of this Series [        ]-A1
Note and of any Series [        ]-A1
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series [        ]-A1 Note.
Supplements and amendments to the Indenture and the Series [        ]-A1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series [        ]-A1
Supplement.


 


The
Holder of this Series [        ]-A1
Note shall have no right to enforce the provisions of the Indenture and the Series [        ]-A1
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 [        ]-A1
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 [        ]-A1
Supplement; provided, however, that nothing contained in the Indenture and the Series [        ]-A1
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 [        ]-A1
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 [        ]-A1
Supplement.


 


This
Series [        ]-A1 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 [        ]-A1
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 [        ]-A1
Supplement and the issuance of this Series [        ]-A1
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.


 


4

















 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature of one of its Responsible Officers, this Series [        ]-A1
Note shall not be entitled to any benefit under the Indenture and the Series [        ]-A1
Supplement, or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, WEST has caused this Series [        ]-A1
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 [        ]-A1 Notes

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This Note is one of the Series [        ]-A1
Notes described in the within-mentioned Series [        ]-A1
Supplement.


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, not in individual capacity but 

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


5

















 


Schedule A to Series [        ]-A1 Note


 


Aggregate principal amount
of any Series [        ]-A1 Note
issued in exchange for a portion or portions hereof and any portion or portions
of any Series [        ]-A1 Note
exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued 

  or Repaid

  	
   

  	
  Remaining Principal Amount 

  of this Series [        ]-A1 Note

  	
   

  	
  Notation 

  Made by or 

  on Behalf of

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6

















 


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 [        ]-A1
Note and all rights thereunder, hereby irrevocably constituting and appointing                                                             
attorney to transfer said Series [        ]-A1
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.

  
					



 


7

















 


In connection with any transfer of this Series [        ]-A1
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 [        ]-A1
Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Rule 144A thereunder;


 


or


 


{ } (b) this Series [        ]-A1
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 [        ]-A1
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 [        ]-A1
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.

  
					



 


8

















 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE
IS CHECKED: The undersigned represents and warrants that it is purchasing this Series [        ]-A1
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:

  
					



 


9
















 


EXHIBIT
A-2


 


FORM OF SERIES A
WAREHOUSE 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.


 


Each Regulation S Temporary Book-Entry Note shall bear
the following legend on the face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 

















 


WILLIS ENGINE
SECURITIZATION TRUST


SERIES [       ]-A2 FLOATING RATE SECURED NOTE


 


	
  $[XX]

  	
  No.   

  
	
   

  	
  [        
      ], [     ]

  
			



 


 


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


 


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


 


The Series [       ]-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 [       ]-A2 Note is transferable as provided in
the Indenture and the Series [       ]-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 [       ]-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 [       ]-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 [       ]-A2 Note prior to the occurrence of a
Conversion Event, unless the transferee meets the requirements for an Eligible
Transferee in the Series [       ]-A2 Supplement and agrees to make the Series [       ]-A2 Loans up to an 


 

















 


amount equal to
the excess of the Maximum Principal Balance of this Series [       ]-A2 Note at the time of transfer over the
Outstanding Principal Balance of this Series [       ]-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 [       ]-A2 Notes.


 


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


 


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


 


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


 


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


 


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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY 

  AMERICAS, not in its individual capacity but 

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Schedule A to Series [          ]-A2
Note


 


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


 


	
  Date

  	
   

  	
  Principal Amount Issued 

  or Repaid

  	
   

  	
  Remaining Principal Amount 

  of this Series [        ]-A2 Note

  	
   

  	
  Notation 

  Made by or 

  on Behalf of

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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

  
					



 

















 


In connection with any transfer of this Series [       ]-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 [       ]-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 [       ]-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 [       ]-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 [       ]-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.

  
					



 

















 


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

  
					



 

















 


EXHIBIT B-1


 


FORM OF
SERIES B TERM 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.


 


Each Regulation S Temporary Book-Entry Note shall bear
the following legend on the face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 
















 


WILLIS ENGINE SECURITIZATION TRUST


SERIES [        ]-B1 FLOATING
RATE SECURED NOTE


 


	
       $[XX]

  	
  CUSIP No.: 

  	
   

  
	
   

  	
  No.       

  



[                ,
    ], [        ]


 


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 sum of
                
Dollars ($                ),
which sum 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 [        ]-B1
Supplement, dated as of
[                ,
    ], [        ]
(as amended, restated or otherwise modified from time to time, the “Series [        ]-B1
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 [        ]-B1
Floating Rate Secured Note (this “Series [        ]-B1 Note”) on the dates and in the amounts set forth in the
Indenture and the Series [        ]-B1
Supplement. Capitalized terms not otherwise defined herein will have the
meaning set forth in the Indenture and the Series [        ]-B1
Supplement.


 


Payment of the principal of and interest on this Series [        ]-B1
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 [        ]-B1
Note is payable at the times and in the amounts set forth in the Indenture and
the Series [        ]-B1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the related Record Date.


 


This Series [        ]-B1
Note is one of the authorized notes identified in the title hereto and issued
pursuant to the Indenture and the Series [        ]-B1
Supplement.


 


The Series [        ]-B1
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 [        ]-B1
Note is transferable as provided in the Indenture and the Series [        ]-B1
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 [        ]-B1
Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by
a written instrument of transfer 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 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 [        ]-B1
Notes.


 


WEST, the Indenture Trustee and any other agent of WEST may treat the
Person in whose name this Series [        ]-B1
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 [        ]-B1
Notes are subject to prepayment, at the times and subject to the conditions set
forth in the Indenture and the Series [        ]-B1
Supplement.


 


If an Event of Default under the Indenture shall occur and be
continuing, the principal of and accrued interest on this Series [        ]-B1
Note may be declared to be due and payable in the manner and with the effect
provided in the Indenture and the Series [        ]-B1
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 [        ]-B1
Note and on all future holders of this Series [        ]-B1
Note and of any Series [        ]-B1
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series [        ]-B1 Note.
Supplements and amendments to the Indenture and the Series [        ]-B1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series [        ]-B1
Supplement.


 


The Holder of this Series [        ]-B1
Note shall have no right to enforce the provisions of the Indenture and the Series [        ]-B1
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 [        ]-B1
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 [        ]-B1
Supplement; provided, however,
that nothing contained in the Indenture and the Series [        ]-B1
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 [        ]-B1
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 [        ]-B1
Supplement.


 


The indebtedness evidenced by
the Notes issued under the Series [        ]-B1 Supplement is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Series [        ]-B1 Note is issued subject to such
provisions. Each Holder of this Series [        ]-B1 Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Indenture Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints
the Indenture Trustee his attorney-in-fact for such purpose.


 


The maturity of this Series [        ]-B1 Note is subject to acceleration upon
the occurrence and during the continuance of the Events of Default specified in
the Indenture. The Holders of the Notes issued under the Series [        ]-B1 Supplement shall not be permitted to
deliver a Default Notice or to exercise any remedy in respect of any such Event
of Default until all interest on and principal of the Series A Notes have
been paid in full.


 

















 


The Holder of this Series [        ]-B1 Note agrees, by acceptance hereof,
to pay over to the Administrative Agent any money (including principal, premium
and interest) paid to it in respect of this Series [        ]-B1 Note in the event that the Indenture
Trustee, acting in good faith, determines subsequently that such monies were
not paid in accordance with the priority of payment provisions of the Indenture
or as a result of any other mistake of fact or law on the part of the
Administrative Agent in making such payment.


 


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


 


The Indenture also contains
provisions permitting the Holders of Notes representing a majority of the
Outstanding Principal Balance of the Senior Series of Notes to waive
compliance by WEST with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
shall be conclusive and binding upon all present and future Holders of this Series [        ]-B1 Note and of any Series [        ]-B1 Note issued upon the registration of
transfer of, in exchange or in lieu of or upon the refinancing of this Series [        ]-B1 Note, whether or not notation of
such consent or waiver is made upon this Series [        ]-B1 Note.


 


This Series [        ]-B1
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 Section 5-1401 and 5-1402 of the New York General Obligation
Law.


 


All terms and provisions of the Indenture and the Series [        ]-B1
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 [        ]-B1
Supplement and the issuance of this Series [        ]-B1
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 [        ]-B1 Note
shall not be entitled to any benefit under the Indenture and the Series [        ]-B1
Supplement, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, WEST has caused this Series [        ]-B1
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 [        ]-B1 Notes

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 

















 


                This Note is
one of the Series [        ]-B1
Notes described in the within-mentioned Series [        ]-B1
Supplement.


 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, not in individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 

















 


Schedule A to Series [           ]-B1
Note


 


Aggregate principal amount of any Series [        ]-B1
Note issued in exchange for a portion or portions hereof and any portion or
portions of any Series [        ]-B1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued 

  or Repaid

  	
   

  	
  Remaining Principal Amount 

  of this Series [        ]-B1 Note

  	
   

  	
  Notation 

  Made by or 

  on Behalf of

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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 [        ]-B1
Note and all rights thereunder, hereby irrevocably constituting and appointing                                                   attorney
to transfer said Series [        ]-B1
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.

  
					



 

















 


In connection with any transfer of this Series [        ]-B1
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 [        ]-B1
Note is being transferred in compliance with the exemption from registration
under the Securities Act provided by Rule 144A thereunder;


 


or


 


{ } (b) this Series [        ]-B1
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 [        ]-B1
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 [        ]-B1
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.

  
					



 

















 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE
IS CHECKED: The undersigned represents and warrants that it is purchasing this Series [        ]-B1
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:

  
					



 

















 


EXHIBIT B-2


 


FORM OF SERIES B WAREHOUSE 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.


 


Each Regulation S Temporary Book-Entry Note shall bear
the following legend on the face thereof:


 


THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE
WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO
RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF
INTEREST THEREON AS SPECIFIED IN THE INDENTURE.


 
















 


WILLIS ENGINE
SECURITIZATION TRUST


SERIES [        ]-B2 FLOATING RATE SECURED NOTE


 


 


	
  $[XX]

  	
  No.      

  



[                
  ], [       ]


 


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 [        ]-B2 Loans
made by the holder hereof to WEST in an amount up to the Maximum Principal
Balance of
                
Dollars
($                ),which
principal amount shall be payable on each Payment Date on the dates and in the
amounts set forth in the Indenture, dated as of August 9, 2005 and amended
and restated as of December 13, 2007 (as amended, restated or otherwise
modified from time to time, the “Indenture”),
and the Series [        ]-B2 Supplement, dated as of
[                ,
     ], [        ]
(as amended, restated or otherwise modified from time to time, the “Series [        ]-B2 Supplement”), each
between WEST and Deutsche Bank Trust Company Americas, as indenture trustee
(the “Indenture Trustee”), and (ii) interest
on the outstanding principal amount of this Series [        ]-B2
Floating Rate Secured Note (this “Series [        ]-B2 Note”) on the
dates and in the amounts set forth in the Indenture and the Series [        ]-B2 Supplement. Capitalized terms
not otherwise defined herein will have the meaning set forth in the Indenture
and the Series [        ]-B2
Supplement.


 


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


 


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


 


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


 


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


 

















 


equal to the
excess of the Maximum Principal Balance of this Series [        ]-B2 Note at the time of transfer
over the Outstanding Principal Balance of this Series [        ]-B2
Note at such time. The Indenture Trustee or WEST may require payment by the
Holder of a sum sufficient to cover any tax expense or other governmental
charge payable in connection with any transfer or exchange of the Series [        ]-B2 Notes.


 


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


 


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


 


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


 


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


 


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


 


The indebtedness evidenced by the Notes issued under the Series [        ]-B2 Supplement is, to the extent and in
the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Series [        ]-B2 Note is issued subject to such
provisions. Each Holder of this Series [        ]-B2 Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Indenture Trustee on his behalf to take such action as may be necessary or


 

















 


appropriate to effectuate the subordination as provided in the
Indenture, and (c) appoints the Indenture Trustee his attorney-in-fact for
such purpose.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature of one of its Responsible Officers,
this Series [        ]-B2 Note shall not be entitled to
any benefit under the Indenture and the Series [        ]-B2
Supplement, or be valid or obligatory for any purpose.


 

















 


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


 


	
   

  	
  WILLIS ENGINE
  SECURITIZATION

  TRUST, as issuer of Series [        ]-B2
  Notes 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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


 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  AMERICAS, not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Schedule A to Series [        ]-B2
Note


 


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


 


	
  Date

  	
   

  	
  Principal Amount Issued 

  or Repaid

  	
   

  	
  Remaining Principal Amount 

  of this Series [        ]-B2 Note

  	
   

  	
  Notation 

  Made by or 

  on Behalf of

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
					



 

















 


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


 


{Check One}


 


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


 


or


 


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


 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
					



 

















 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


EXHIBIT C-1


 


FORM OF CERTIFICATE TO BE GIVEN BY NOTEHOLDERS


 


[Euroclear


151 Boulevard Jacqmain


B-1210 Brussels, Belgium]


 


[Clearstream Banking,
société anonyme


f/k/a CedelBank, société
anonyme


67 Boulevard Grand-Duchesse Charlotte


L-1331 Luxembourg]


 


Re:                               Series
[         ] Floating Rate Secured
Notes (the “Offered Notes”) issued pursuant to the Series
[        ]
Supplement, dated as of [                     ],
[      ], between Willis Engine Securitization
Trust (“WEST”) and Deutsche Bank Trust Company Americas
(the “Indenture Trustee”) to the Indenture,
dated as of August 9, 2005 and amended and restated as of December 13, 2007,
between WEST and the Indenture Trustee.


 


This is to certify that as
of the date hereof, and except as set forth below, the beneficial interest in
the Offered Notes held by you for our account is owned by persons that are not
U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as
amended).


 


The undersigned undertakes
to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the Offered Notes held by you
in which the undersigned has acquired, or intends to acquire, a beneficial
interest in accordance with your operating procedures if any applicable statement
herein is not correct on such date. In the absence of any such notification, it
may be assumed that this certification applies as of such date.


 


[This certification excepts
beneficial interests in and does not relate to U.S. $               
 principal amount of the Offered Notes
appearing in your books as being held for our account but that we have sold or
as to which we are not yet able to certify.]


 


We understand that this
certification is required in connection with certain securities laws in the
United States of America. If administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be
relevant, we irrevocably authorize you to produce this certification or a copy
thereof to any interested party in such proceedings.


 


	
  Dated:*

  	
   

  	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
   

  	
       Account
  Holder

  



 






*Certification must be dated
on or after the 15th day before the date of the Euroclear or Clearstream
certificate to which this certification relates.


 

















 


EXHIBIT C-2


 


FORM OF

CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM


 


Deutsche Bank Trust Company
Americas


as Indenture Trustee and
Note Registrar


[                                   ]


New York, New York [        ]


Attention: [                           ]


 


Re:                               Series [     ] Floating
Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series [        ]
Supplement, dated as of [                ,    
], [        ], between Willis Engine
Securitization Trust (“WEST”) and
Deutsche Bank Trust Company Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 2005 and amended and restated as
of December 13, 2007, between WEST and
the Indenture Trustee. (Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.)


 


This is to certify that,
based solely on certifications we have received in writing or by electronic
transmission from member organizations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our “Member Organizations”) as of the date hereof, $                     principal
amount of the Offered Notes is owned by persons (a) that are not U.S. persons
(as defined in Rule 902 under the Securities Act of 1933, as amended (the “Securities Act”)) or (b) who purchased their Offered Notes
(or interests therein) in a transaction or transactions that did not require
registration under the Securities Act.


 


We further certify (a) that
we are not making available herewith for exchange any portion of the related
Regulation S Temporary Book-Entry Note excepted in such certifications and (b) that
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by them with
respect to any portion of the part submitted herewith for exchange are no
longer true and cannot be relied upon as of the date hereof.


 


We understand that this
certification is required in connection with certain securities laws of the
United States of America. If administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be
relevant, we irrevocably authorize you to produce this certification or a copy
hereof to any interested party in such proceedings.


 


	
  Date:

  	
   

  	
   

  	
  Yours
  faithfully,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  [Morgan Guaranty Trust
  Company of New York, Brussels Office, as Operator of the Euroclear Clearance
  System] [Clearstream, société anonyme]

  



 

















 


EXHIBIT
C-3


 


FORM OF CERTIFICATE TO
DEPOSITORY REGARDING INTEREST


 


[Euroclear


151
Boulevard Jacqmain


B-1210
Brussels, Belgium]


 


[Clearstream
Banking, société anonyme


f/k/a
CedelBank, société anonyme


67 Boulevard Grand-Duchesse Charlotte


L-1331 Luxembourg]


 


                                                Re:          Series
[   ] Floating Rate Secured Notes (the “Offered
Notes”) issued pursuant to the Series [        ]
Supplement, dated as of [                     ],
[        ], between Willis Engine
Securitization Trust (“WEST”) and
Deutsche Bank Trust Company Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 2005 and amended and restated as
of December 13, 2007, between WEST and
the Indenture Trustee. (Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.)


 


                This letter
relates to $[         ] principal
amount of the Offered Notes that are held in the form of a beneficial interest
in the Regulation S Temporary Book-Entry Note (CUSIP No.    
) through [insert name of Depository] by the undersigned (the “Holder”) in the name of [insert name of Participant].  The
Holder of such Regulation S Temporary Book-Entry Note hereby requests the
receipt of payment of interest installments due and payable [on the applicable
Payment Date] pursuant to Section 2.05 of the Indenture.


 


                The Holder hereby
represents and warrants that it (i) is not a U.S. person and (ii) does not hold
the above-referenced Regulation S Temporary Book-Entry Note for the account or
benefit of a U.S. person (other than a distributor).  Terms in this
sentence have the meanings given to them in Regulation S under the Securities Act
of 1933, as amended.


 


                This certificate
and the statements contained herein are made for your benefit and the benefit
of the Paying Agent.


 


	
   

  	
  [Name of Holder]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


EXHIBIT
C-4


 


FORM OF DEPOSITORY
CERTIFICATE REGARDING INTEREST


 


[           ], as Paying Agent


[Address]


 


Re:          Series [  ] Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series [  ] Supplement, dated as of
[                
    }, [        ],
between Willis Engine Securitization Trust (“WEST”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August 9, 2005 and
amended and restated as of December 13, 2007, between WEST and the Indenture Trustee. (Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.)


 


                This letter
relates to
$                      
principal amount of Series [    ]
Notes that are held in the form of a beneficial interest in the Regulation S
Temporary Book-Entry Note (CUSIP No.     ) through
[insert name of Depository] by the undersigned (the “Holder”)
in the name of [insert name of Participant]. Certain Holders of the beneficial
interests in such Regulation S Temporary Book-Entry Note have requested the
receipt of payment of interests installments due and payable [on the applicable
Payment Date] pursuant to Section 2.05 of the Indenture.


 


                We have received
from such Holders certifications to the effect that they (i) are not U.S.
persons and (ii) do not hold the above-referenced Regulation S Temporary
Book-Entry Note for the account or benefit of U.S. persons (other than
distributors). Terms in this sentence have the meanings given to them in
Regulation S under the Securities Act of 1933, as amended.


 


                Accordingly, the
Holders of the beneficial interests in the Regulation S Temporary Book-Entry
Note are entitled to receive interest, principal and premium, if any, in
accordance with the terms of the Indenture in the amount of $                    .


 


[Morgan Guaranty Trust
Company of New York, Brussels Office, as Operator of the Euroclear Clearance
System] [Clearstream, société anonyme]


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT C-5


 


FORM OF

TRANSFER CERTIFICATE FOR EXCHANGE OR

TRANSFER FROM 144A BOOK-ENTRY NOTE

TO REGULATION S BOOK-ENTRY NOTE


 


Deutsche Bank Trust Company
Americas,


as Indenture Trustee and
Note Registrar


[                                    ]


	
  New York, New York [

  	
  ]

  	
   

  
	
  Attention: [

  	
  ]

  	
   

  



 


 


Re:                               Series [       ]
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series [     ]
Supplement, dated as of
[                
    ], [        ],
between Willis Engine Securitization Trust (“WEST”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August 9, 2005 and
amended and restated as of December 13, 2007 (as supplemented, the “Indenture”), between WEST and the Indenture Trustee.
(Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.)


 


This letter
relates to U.S.
$                  
principal amount of Offered Notes that are held as a beneficial interest in the
144A Book-Entry Note (CUSIP No.                   )
with DTC in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of the beneficial interest
for an interest in the Regulation S Book-Entry Note (CUSIP No.                   )
to be held with [Euroclear] [Clearstream] through DTC.


 


In connection
with the request and in receipt of the Offered Notes, the Transferor does
hereby certify that the exchange or transfer has been effected in accordance
with the transfer restrictions set forth in the Indenture and the Offered Notes
and:


 


(a)           pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


 


(i)            the offer of the Offered Notes was
not made to a person in the United States of America,


 


(ii)           either (A) at the time the buy
order was originated, the transferee was outside the United States of America
or the Transferor and any person acting on its behalf reasonably believed that
the transferee was outside the United States of America, or (B) the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting on its
behalf knows that the transaction was pre-arranged with a buyer in the United
States of America,


 


(iii)          no directed selling efforts have been
made in contravention of the requirements of Rule 903 or 904 of Regulation
S, as applicable, and the other 


 

















 


conditions of Rule 903
or Rule 904 of Regulation S, as applicable, have been satisfied and


 


(iv)          the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act, and


 


(b)           with respect to
transfers made in reliance on Rule 144A under the Securities Act, the
Transferor does hereby certify that the Notes are being transferred in a
transaction permitted by Rule 144A under the Securities Act.


 


This
certification and the statements contained herein are made for your benefit and
the benefit of WEST.


 


	
  Dated:

  	
  [Insert
  name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT C-6


 


FORM OF INITIAL PURCHASER EXCHANGE INSTRUCTIONS


 


Depository Trust Company


55 Water Street


50th Floor


New York, New York 10041


 


Re:                               Series [        ]
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series [      ]
Supplement, dated as of
[              
    ], [        ],
between Willis Engine Securitization Trust (“WEST”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August 9, 2005 and
amended and restated as of December 13, 2007, between WEST and the Indenture Trustee. (Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.)


 


Pursuant to Section 2.07
of the Indenture, [insert name of an Initial Purchaser] (the “Initial Purchaser”) hereby requests that
$            
aggregate principal amount of the Offered Notes held by you for our account and
represented by the Regulation S Temporary Book-Entry Note (CUSIP No.                   )
be exchanged for an equal principal amount represented by the 144A Book-Entry
Note (CUSIP No.                   )
to be held by you for our account.


 


	
  Dated:

  	
  [insert
  name of the Initial Purchaser]

  
	
   

  	
  as Initial Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT C-7


 


FORM OF

CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A REGULATION S
TEMPORARY BOOK ENTRY NOTE


 


[Euroclear


151 Boulevard Jacqmain


B-1210 Brussels, Belgium]


 


[Clearstream Banking,
société anonyme


f/k/a CedelBank, société
anonyme


67 Boulevard Grand-Duchesse Charlotte


L-1331 Luxembourg]


 


Re:                               Series [ 
       ] Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series [       ] Supplement, dated as of
[                  
    ], [        ], between
Willis Engine Securitization Trust (“WEST”) and
Deutsche Bank Trust Company Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 2005 and amended and
restated as of December 13, 2007,
between WEST and the Indenture Trustee.


 


This is to certify that as
of the date hereof, and except as set forth below, for purposes of acquiring a
beneficial interest in the Offered Notes, the undersigned certifies that it is
not a U.S. person (as defined in Rule 902 under the Securities Act of
1933, as amended).


 


The undersigned undertakes
to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the Offered Notes held by you
in which the undersigned intends to acquire a beneficial interest in accordance
with your operating procedures if any applicable statement herein is not
correct on such date. In the absence of any such notification, it may be
assumed that this certification applies as of such date.


 


We understand that this
certification is required in connection with certain securities laws in the
United States of America. If administrative or legal proceedings are commenced
or threatened in connection with which this certification is or would be
relevant, we irrevocably authorize you to produce this certification or a copy
thereof to any interested party in such proceedings.


 


Dated:                                                                    By:


 

















 


EXHIBIT
D


 


FORM OF INVESTMENT LETTER TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO NON-QIB ACCREDITED INVESTORS


 


                                  ,       


 


Deutsche Bank Trust Company
Americas

60 Wall Street


MS NYC 60-2606


New York, New York 10005


 


Ladies and Gentlemen:


 


In connection
with our proposed purchase of
$                    
of the Series        Floating Rate Notes
(the “Notes”) issued by Willis Engine
Securitization Trust (“WEST”), we
confirm that:


 


                (i)            we
have received a copy of the offering memorandum (the “Offering
Memorandum”) relating to the Notes and such other information as we
deem necessary in order to make our investment decision.  We acknowledge that we have read and agree to
the matters stated under the caption “TRANSFER RESTRICTIONS” in such Offering
memorandum, and the restrictions on duplication or circulation of, or
disclosure relating to, such Offering Memorandum;


 


                (ii)           we
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the indenture relating to the Notes
(the “Indenture”) and that any subsequent
transfer of the Notes is subject to certain restrictions and conditions set
forth under “TRANSFER RESTRICTIONS” in the Offering Memorandum and the
undersigned agree to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with, such restrictions and conditions and
the Securities Act of 1933, as amended (the “Securities
Act”);


 


                (iii)          we
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes may not be offered or sold except as
permitted in the following sentence.    We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we sell any Notes, we will do so only (A) to
WEST, (B) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an Institutional
Accredited Investor” (as defined below) that, prior to such transfer, furnishes
to the Trustee (as defined in the Offering Memorandum) (the   “Trustee”), a
signed letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes (substantially in the form of this
letter), (D) in an offshore transaction in accordance with Rule 903
or Rule 904 of Regulation S under the Securities Act, (E) pursuant to
the exemption from registration provided by Rule 144 under the Securities
Act (if available), (F) pursuant to another applicable exemption from
registration under the Securities Act, provided we provide an opinion of
counsel acceptable to WEST or (G) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any 


 

















 


person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein;


 


(iv)          we
(or any account for which we are exercising sole investment discretion) are an “Institutional  Accredited Investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which are acting are each able to bear the economic
risk of our or its investment for an indefinite period of time;


 


(v)           we
are acquiring Notes for or own account (or an account for which we are
exercising sole investment discretion) for investment and not with a view to
any distribution thereof in a transaction that would violate the Securities Act
or the securities laws of any state of the United States or any other
applicable jurisdiction; provided that the disposition of our property and the
property of any accounts (each of which is an Institutional Accredited
Investor) for which we are acting as fiduciary shall remain at all times within
our control;


 


(vi)          we
represent and warrant with respect to any Notes that either (i) no assets
of a Plan (as defined in the Offering Memorandum) have been used to purchase
the Notes or (ii) one or more statutory or administrative exemptions
applies so that the use of such Plan assets to purchase and hold the Notes will
not constitute a non-exempt Prohibited Transaction (as defined in the Offering
Memorandum); and


 


(vii)         We
understand that, on any proposed resale of any Notes, we will be required to
furnish to the Trustee and WEST such certifications, legal opinions and other
information as the Trustee and WEST may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further understand
that the Notes purchased by us will bear a legend substantially to the
foregoing effect.


 


                                                                Terms used in this letter and
not defined shall have the meanings assigned in the Offering Memorandum.


 


WEST, the
Initial Purchaser (as defined in the Offering Memorandum) and the Trustee are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters covered
hereby.


 


Very truly yours,


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
						



 

















 


EXHIBIT E


 


CONCENTRATION LIMITS


 


	
   

  	
   

  	
  Percentage
  of Aggregate Net 

  Book Value

  
	
  Engine Type
  Concentration Limits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Single
  Engine type (except CFM56-7B)

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  CFM56-7B
  Engines

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Single
  supported narrow body aircraft type

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Single
  supported wide body aircraft type

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Aggregated
  supported wide body aircraft type

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Lessee
  Concentration Limit

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Single
  lessee

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Top
  3 lessees

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Lessee
  locations:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  America

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  South
  America

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Western
  Europe

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Eastern
  Europe

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Africa/Middle
  East

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Asia/Pacific

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Any
  emerging country

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Aggregate
  emerging country

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Total
  below investment grade lessees domiciled in accession countries with
  ownership rights not protected by insurance policy or recognition of rights
  agreements

  	
   

  	
  ***

  



 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 

















 


	
  Single
  below investment grade lessee domiciled in accession country with ownership
  rights not protected by insurance policy or recognition of rights agreements

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Lease
  Maturity Concentration Limit

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Leases
  maturing during any 12 consecutive months

  	
   

  	
  ***

  



 






*** Confidential
information omitted pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.


 

















 


EXHIBIT F


 


PRI GUIDELINES


 


	
  (a)

  	
  Prohibited
  Countries:

  
	
   

  	
   

  
	
   

  	
  Burma

  
	
   

  	
  Cuba

  
	
   

  	
  Iran

  
	
   

  	
  Iraq

  
	
   

  	
  Libya

  
	
   

  	
  North Korea

  
	
   

  	
  Sudan

  
	
   

  	
  Syria

  
	
   

  	
   

  
	
  (b)

  	
  Countries with respect
  to which PRI must be procured:

  



 


	
  Angola

  	
   

  	
  Congo

  	
   

  	
  Mongolia

  
	
  Armenia

  	
   

  	
  Equatorial
  Guinea

  	
   

  	
  Niger

  
	
  Azerbaijan

  	
   

  	
  Eritrea

  	
   

  	
  Sao
  Tome & Principe

  
	
  Belarus

  	
   

  	
  Ethiopia

  	
   

  	
  Somalia

  
	
  Benin

  	
   

  	
  Grenada

  	
   

  	
  Sudan

  
	
  Bhutan

  	
   

  	
  Kazakhstan

  	
   

  	
  Syria

  
	
  Cameroon

  	
   

  	
  Kirbati

  	
   

  	
  Turkmenistan

  
	
  Cape Verde
  Islands

  	
   

  	
  Kyrgistan

  	
   

  	
  Uzbekistan

  
	
  Chad

  	
   

  	
  Liberia

  	
   

  	
   

  
	
  Comoros

  	
   

  	
  Moldova

  	
   

  	
   

  



 
















 


EXHIBIT G-1


 


FORM OF
MONTHLY REPORT


 


(i)  With respect to each
Payment Date and for each of the Engine Acquisition Account, Engine Replacement
Account, Engine Reserve Account, Security Deposit Account, Senior Restricted
Cash Account, Junior Restricted Cash Account, Engine Reserve Account, Security
Deposit/Lessee-Funded Account and any other Account specified by the
Administrative Agent, the following information:


 


(a)                                  the
balances on deposit in each such Account on the Determination Date immediately
preceding the prior Payment Date,


 


(b)                                 the
aggregate amounts of deposits and withdrawals from each such Account between
such Determination Date and the Determination Date immediately preceding the
Payment Date,


 


(c)                                  the
balances on deposit in each such Account on the Determination Date immediately
preceding such Payment Date, and


 


(d)                                 in
the case of the Security Deposit/Lessee-Funded Account, the amount of any
segregated funds accounted for in such account.


 


(ii)           With
respect to each Payment Date, an analysis of activity in the Expense Account
since the preceding Determination Date


 


·                                          Balance
in the Expense Account on the prior Determination Date


·                                          Required
Expense Amount transferred to the Expense Account on the prior Payment Date,
including information on the WEST Expenses and 
Ordinary Course Expenses, identifying any Significant Operating Expense
accruals


·                                          Aggregate
payments made from the Expense Account during the period between prior
Determination Date and the relevant Determination Date, including information
on WEST Expenses and Ordinary Course Expenses, identifying any Significant
Operating Expenses


·                                          Balance
in Expense Account on relevant Determination Date


·                                          The
amount of the Required Expense Reserve included in such Balance


 


(iii)          With
respect to each Payment Date, an analysis of activity in the Collections
Account since preceding Determination Date


 


(a)                                  Account Activity


 


·                                          Balance
in Collections Account on preceding Determination Date


·                                          Collections
during period beginning on the preceding Determination Date and ending on the
applicable Determination Date


·                                          Transfers
between the Security Deposit Account and the Collections Account, including
transfers on the prior Payment Date


 

















 


·                  Transfers between the Engine Reserve
Account and the Collections Account, including transfers on the prior Payment
Date


·                  Total disbursements to Series Accounts
on the prior Payment Date


·                  Hedge Payments paid and/or received
on and since the prior Payment Date including Hedge Termination Payments


·                  Transfers to be made to and from
Collections Account during the period beginning on the Determination Date and
ending on the Payment Date


·                  Transfers of Collections Loans on the
prior Payment Date


 


(b)                                 Available Collections
Amount for such Payment Date, including all amounts transferred to Collections
Account during the period beginning on the Determination Date and through and
including the current Payment Date, including any Collections Loans made on
such Payment Date


 


(iv)                              With
respect to each Payment Date and any other distribution date, the payments to
be made on each Series for the current Payment Date (as applicable)


 


(a)                                  Floating Rate Notes
(by Series) – Payment Date


 


(1)                                  Interest


 


·                  One-Month LIBOR for the Interest
Accrual Period ending on the Payment Date


·                  Applicable interest rate for the
Interest Accrual Period ending on the Payment Date


·                  Stated
Interest Amount for Series A Notes


·                  Base
Interest Amount for Series B Notes


·                  Supplemental
Interest Amount for Series B Notes


·                  Conversion
Step-Up Interest, if any


·                  Additional Interest, if any


·                  Commitment
Fees, if any


 


(2)                                  Principal


 


·                  Opening Outstanding Principal Balance


·                  Minimum Principal Payment Amounts for
Series A Notes


·                  Scheduled
Principal Payment Amounts for Series A Notes and Series B Notes


·                  Series A
and Series B Supplemental Principal Payment Amounts


·                  Outstanding Principal Balance after
all payments of principal on Payment Date


 


(b)                                 Fixed Rate Notes (by
Series)


 


(1)                                  Interest


 


·                  Applicable interest rate


 

















 


·                  Stated
Interest Amount for Series A Notes


·                  Base
Interest Amount for Series B Notes


·                  Supplemental
Interest Amount for Series B Notes


·                  Conversion
Step-Up Interest, if any


·                  Additional Interest, if any


·                  Commitment Fees, if any


 


(2)                                  Principal


 


·                  Opening
Outstanding Principal Balance


·                  Minimum
Principal Payment Amounts for Series A Notes


·                  Scheduled Principal Payment Amounts
for Series A Notes and Series B Notes


·                  Supplemental Principal Payment
Amounts


·                  Outstanding
Principal Balance after all payments of principal on Payment Date


 


(c)                                  Redemption Date


 


(1)                                  Interest


 


·                  Applicable interest rate


·                  Stated
Interest Amount for Series A Notes


·                  Base
Interest Amount for Series B Notes


 


(2)                                  Principal


 


·                  Redemption Amount


·                  Redemption
Price


·                  Redemption
Premium, if any


 


(v)                                 With
respect to each Payment Date, the following information with respect to
Permitted Engine Dispositions, Permitted Engine Acquisitions and Discretionary
and Mandatory Engine Modifications during period between prior Determination
Date and relevant Determination Date


 


·                  Identification
of Engines subject to Permitted Engine Dispositions


·                  Cost
of all Discretionary Engine Modifications


·                  Cost
of all Mandatory Engine Modifications


·                  Pending
or completed Replacement Exchanges during 
such period


 


(vi)                              With
respect to each Payment Date, the Maximum Borrowing Base, the Senior Borrowing
Base and the Junior Borrowing Base during the period beginning on the day after
the prior Payment Date and ending on the current Payment Date and the amounts
of any advances in respect of the Warehouse Notes and whether such advances (a) are
to be deposited in the Engine Acquisition Account and used to 


 

















 


fund the
acquisition of Additional Engines or the cost of Discretionary Engine
Modifications or (b) are to be deposited in the Collections Account as
Collections Loans and added to the Available Collections Amount for the current
Payment Date.


 


(vii)                           With
respect to the Collection Period ending on the immediately preceding
Determination Date


 


·                  a
discussion of any significant developments affecting WEST in period


·                  an
updated description of the Engines then in the portfolio (showing Engine
acquisitions and sales by WEST during the preceding month) and the related
leases and lessees, in substantially the same form as the following tables,
respectively, in the following sections of the Offering Memorandum relating to
the Series 2005-A1 Term Notes, dated July 28, 2005: “The Engines in
the Initial Portfolio – Appraisers’ Report” and the first table in “Initial
Leases – Initial Lessees.”


 

















 


EXHIBIT G-2


 


FORM OF ANNUAL REPORT


 


With respect to any Series of Notes, a
statement setting forth the sum of all interest (including the Conversion
Step-Up Interest, Additional Interest and Supplemental Interest) paid to each
Holder of such Series for the most recent calendar year ending prior to
the year in which the Annual Report is furnished, or, in the event a Person was
a Holder of record of any Series during only a portion of such calendar
year, for the applicable portion of such calendar year.


 


In addition, the following information shall
be provided:


 


(i)                                     audited financial statements of WEST for such
calendar year;


 


(ii)                                  a statement of the Engines off-lease due
to any repossession during such calendar year;


 


(iii)                               a comparison of actual against expected principal payments on the Notes
during such calendar year; and


 


(iv)                              a comparison of WEST’s performance to the Annual Budget and a statement
setting forth an analysis of Collections Account activity, each for such
calendar year.


 

















 


EXHIBIT H


 


INSURANCE
PROVISION


 


MINIMUM COVERAGE AMOUNTS


 


1.                                       Hull
Insurance:  With respect to any
Engine, hull insurance shall be maintained by the Lessee and, to the extent
such hull insurance is not maintained by Lessee, WEST shall maintain contingent
hull insurance coverage, in each case, in an amount at least equal to Adjusted
Borrowing Value for such Engine; provided, however, that
in the event that an agreement with respect to hull insurance cannot be reached
with any particular Lessee pursuant to which such Lessee will pay the premiums
to procure such insurance in amounts consistent with the foregoing, hull
insurance shall be procured by the Servicer on behalf of WEST in an amount
equal to the amount set forth above, at the expense of WEST.  Parts, if any, shall be insured on the basis
of their replacement cost under similar circumstances.


 


2.                                       Liability
Insurance:  Liability insurance shall
be maintained by the Lessee and, to the extent such liability insurance is not
maintained by the Lessee, WEST shall maintain contingent liability insurance
coverage, in each case, for each Engine and occurrence in an amount consistent
with the reasonable commercial practices of leading international aircraft
engine operating lessors.


 


3.                                       Insurance
Deductibles


 


(a)                                  Deductibles
and self-insurance for Engines subject to a Lease may be maintained in an
amount pursuant to deductible and self-insurance arrangements (taking into
account, inter alia, the creditworthiness and
experience of the Lessee, the type of aircraft engine and market practices in the
aircraft engine insurance industry generally) consistent with the Servicer’s
commercially reasonable practices for its own aircraft engines.


 


(b)                                 Deductibles
for Engines off-lease shall be maintained in respect of any one occurrence in
respect of such Engines in an amount consistent with the Servicer’s
commercially reasonable practice for its own aircraft engines with any
difference between such amount and $500,000 (or such other amount as WEST may
direct in writing from time to time), taking into account any deductible
insurance procured, to be notified to WEST by the Servicer.


 


4.                                       Other
Insurance Matters:  Apart from the
matters set forth above, the coverage and terms of any insurance with respect
to any Engine not subject to a Lease, shall be substantially consistent with
the reasonable commercial practices of the Servicer with respect to its own
aircraft engines.


 


5.                                       Additional
Insureds:  Any insurance arrangements
entered into with respect to any Engine shall include as named insureds the
Indenture Trustee and such persons as are reasonably requested by WEST.


 


6.                                       Currencies:  All amounts payable under any insurance
policy shall be denominated in U.S. dollar terms.


 

















 


7.                                       Availability:  The insurance guidelines set forth herein are
subject to such insurance being generally available in the relevant insurance
market at commercially reasonable rates from time to time.


 

















 


EXHIBIT I


 


CORE LEASE PROVISIONS


 


Each Lease of an Engine with a Lessee shall
comply with the following requirements:


 


1)              The Lessee is
obligated to comply with maintenance, return, alteration and replacement
conditions typically found in financings and leases for aircraft engines and as
necessary to maintain such Engine’s serviceability status pursuant to the
Applicable Law.


 


2)              The Lessee is
obligated to provide liability insurance, aircraft hull insurance covering all
risks, ground and flight, engine coverage for damage/loss of Engine, and war
risk insurance (including the risk of confiscation and requisition by any
government), and the Indenture Trustee and Security Trustee are named as
additional insureds and the Security Trustee is named as sole loss payee.


 


3)              The Lease requires
that such Engine be kept and operated in locations covered by the requisite
insurance and must not be flown or transported to any airport or country in
violation of United States laws.


 


4)              Any fixed price
purchase option must provide for a net purchase price not less than the
projected Adjusted Borrowing Value of such Engine as of the date the option is
exercisable.


 


5)              The Lease must be
triple net, non-cancelable and contain a customary “hell or high water” clause
under which the Lessee is unconditionally obligated to make all Lease Payments without
any right of setoff for liabilities of the Lessor due to the Lessee.


 


6)              The Lease must
contain limitations on the ability of the Lessee to sublease such Engine or
otherwise surrender possession of such Engine to other parties consistent with
the requirements of this Indenture.


 


7)              The Lease shall not
contain any provisions inconsistent with the obligations of WEST under this
Indenture.


 

















 


EXHIBIT J


 


REQUIRED ACQUISITION AGREEMENT TERMS


 


1)                                      Customary representations and warranties as
to the title in the asset, free and clear of any Encumbrances, and if the
seller is an Affiliate of WEST, that any Lease of an Engine is valid, binding
and enforceable


 


2)                                      Condition to acquisition that all
recordations and filings necessary to establish clear title in acquiring WEST
Group Member be satisfied before transfer to such WEST Group Member


 


3)                                      Agreement of seller not to file insolvency
petition against WEST or any WEST Subsidiary


 


4)                                      In the acquisition of an Engine, customary
cross-indemnification for event occurring before (by the seller) and after (by
the buyer) the closing of the acquisition